Terms of Service

Effective Date: August 25, 2026

Last Updated: August 25, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("Subscriber," "you," or "your") and Sancta, LLC, a Florida limited liability company ("Provider," "we," "us," or "our"), governing your access to and use of the Sancta, LLC platform, including all associated services, features, content, applications, and tools (collectively, the "Platform").

SECTION 1. ACCEPTANCE OF TERMS AND ELIGIBILITY

1.1 Acceptance by Use

BY ACCESSING OR USING THE PLATFORM, CLICKING AN "I AGREE," "ACCEPT," OR SIMILAR BUTTON OR CHECKBOX, COMPLETING AN ACCOUNT REGISTRATION, OR EXECUTING AN ORDER FORM OR SUBSCRIPTION AGREEMENT THAT INCORPORATES THESE TERMS, YOU ("SUBSCRIBER") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE ("TERMS"), THE PRIVACY POLICY, THE ACCEPTABLE USE POLICY ("AUP"), AND, WHERE APPLICABLE, A BUSINESS ASSOCIATE AGREEMENT ("BAA"). IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE PLATFORM OR ANY SERVICES.

These Terms constitute a legally binding agreement between Provide, and the Subscriber. These Terms govern all access to and use of the Platform and Services. Provider reserves the right to update these Terms from time to time in accordance with this Agreement. Continued use of the Platform following notice of any modification constitutes acceptance of the revised Terms.

1.2 Browsewrap Notice

By merely browsing or accessing the Platform's publicly accessible areas, you acknowledge that you have been provided notice of these Terms and that your continued access constitutes acceptance of such Terms to the extent permitted by applicable law. Subscriber understands and agrees that browsewrap acceptance supplements, and does not replace, any clickwrap or signature-based acceptance obtained at the time of account registration or Service activation.

1.3 Age and Legal Capacity

You represent and warrant that you are at least eighteen (18) years of age and possess full legal capacity to enter into a binding contract. If you are not yet eighteen (18) years of age, you must not register for or use the Platform. Provider reserves the right to terminate any account upon learning that the account holder does not satisfy the age requirement set forth in this Section.

1.4 Authority to Bind an Entity

If you are registering for or using the Platform on behalf of a corporation, limited liability company, partnership, professional association, sole proprietorship, or other legal entity (each, an "Entity"), you represent and warrant that: (a) you have the full legal authority to bind that Entity to these Terms; (b) you have obtained all necessary corporate, organizational, or governmental approvals, authorizations, or consents required to execute and perform under these Terms on behalf of the Entity; (c) these Terms will be enforceable against the Entity; and (d) the Entity will ensure that its Authorized Users comply with these Terms. If you lack the authority to bind an Entity, neither you nor the Entity may use the Platform. Provider may require written evidence of authority to bind an Entity prior to activating any account or granting access to any Services.

1.5 Agreement to Incorporated Policies

By accepting these Terms, you also agree to, and your use of the Platform is governed by, the following additional policies and agreements, each of which is incorporated herein by reference:

(a) Privacy Policy: Provider's Privacy Policy, available at https://mysancta.io/privacy-policy, which describes how Provider collects, uses, discloses, and protects information about Subscribers, Authorized Users, and End Users/Patients;

(b) Acceptable Use Policy (AUP): Provider's AUP, available at https://mysancta.io/privacy-policy and set forth in Section 5 of these Terms, which establishes the rules governing permissible and prohibited conduct on the Platform;

(c) Business Associate Agreement (BAA): Where Subscriber is a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, "HIPAA"), Subscriber must execute Provider's standard BAA or a mutually agreed-upon BAA prior to using any feature or function of the Platform that involves the creation, receipt, maintenance, or transmission of Protected Health Information ("PHI"). No feature of the Platform may be used to process PHI unless and until a BAA is fully executed; and

(d) Supplemental Service Terms: Any product-specific terms, order forms, statements of work, or supplemental agreements that further govern specific Services, features, or use cases as agreed upon in writing between Provider and Subscriber.

In the event of a conflict among these instruments, the order of precedence shall be: (i) any executed SaaS Subscription Agreement or Order Form (solely with respect to the commercial terms specified therein); (ii) the BAA (solely with respect to PHI obligations); (iii) these Terms; (iv) the AUP; and (v) the Privacy Policy, except to the extent any instrument expressly states otherwise. For Subscribers who have executed a SaaS Subscription Agreement, the detailed commercial terms — including Fees, payment terms, service levels, data processing obligations, and indemnification — are governed by that agreement, and these Terms serve as the general platform-level terms of use that supplement and are incorporated into the SaaS Subscription Agreement.

1.6 Representations Regarding Licensure and Authority to Practice

Because the Platform is designed to support licensed healthcare professionals operating in compliance with applicable law, each Subscriber who is an individual healthcare provider (including nurse practitioners, advanced practice registered nurses, physicians, physician assistants, or other clinical licensees) represents and warrants that, as of the date of acceptance of these Terms and throughout the Subscription Term:

(a) Subscriber holds all professional licenses, certifications, credentials, authorizations, and registrations required by applicable federal, state, and local laws and regulations to provide the healthcare services for which Subscriber intends to use the Platform;

(b) Subscriber's professional licenses are active, in good standing, and not subject to any pending or threatened revocation, suspension, restriction, probation, or other disciplinary action that would impair Subscriber's ability to lawfully provide healthcare services;

(c) Subscriber will promptly notify Provider in writing if any of the foregoing representations becomes untrue at any time during the Subscription Term; and

(d) Subscriber understands and agrees that Provider makes no representation that the Platform is approved, licensed, or authorized by any state medical board, nursing board, or other professional licensing authority, and that Subscriber bears sole responsibility for complying with all professional licensing, scope-of-practice, and practice-setting requirements applicable to Subscriber's use of the Platform.

Provider reserves the right, in its sole discretion, to condition account activation or continued access on Subscriber's submission of evidence of professional licensure, including without limitation a copy of Subscriber's current professional license, National Provider Identifier (NPI) number, or other evidence of authority to practice.

1.7 Electronic Medical Records Recommendation

(a) Sancta, LLC strongly recommends that all Subscribers who provide clinical care maintain a separate, dedicated electronic medical records (EMR) system for the management of patient medical records, clinical documentation, and continuity of care;

(b) The Platform is designed as a business operations, marketing, and communications tool and is not intended to serve as a primary system of record for clinical patient data;

(c) Subscriber represents and warrants that Subscriber maintains, or will maintain prior to using the Platform in connection with any patient-related activity, an EMR or equivalent medical records system that satisfies applicable legal and regulatory requirements for the maintenance of patient health records;

(d) Subscriber shall indemnify and hold harmless Sancta, LLC from any claim, loss, or liability arising from Subscriber’s failure to maintain an adequate medical records system independent of the Platform.

1.8 Eligibility Exclusions

The Platform and Services are not available to any person or entity that:

(a) has been previously suspended, deactivated, or terminated from the Platform for any reason;

(b) is located in, organized under the laws of, or controlled by any jurisdiction subject to comprehensive U.S. sanctions administered by the Office of Foreign Assets Control (OFAC), the Bureau of Industry and Security (BIS), or any other applicable government authority;

(c) is listed on any U.S. government denied-party, debarment, or exclusion list, including the HHS Office of Inspector General (OIG) List of Excluded Individuals/Entities (LEIE) and the System for Award Management (SAM) exclusions database; or

(d) is otherwise ineligible to use the Platform under applicable law or these Terms.

By registering for the Platform, Subscriber represents and warrants that none of the foregoing exclusions apply to Subscriber or to any Authorized User acting on Subscriber's behalf.

SECTION 2. DEFINITIONS

As used throughout these Terms, the following capitalized terms shall have the meanings set forth below. Where the context requires, the singular includes the plural and vice versa, and any gender includes all genders.

2.1 "Acceptable Use Policy" or "AUP"

Means the policy governing permissible and prohibited conduct on the Platform, as set forth in Section 5 of these Terms and as may be amended from time to time by Provider. The AUP is incorporated into and made a part of these Terms.

2.2 "AI Features"

Means any artificial intelligence, machine learning, natural language processing, predictive analytics, or automated decision-support functionality made available on or through the Platform, including without limitation any chatbot tools, AI-assisted content drafting, AI-generated clinical or administrative recommendations, automated scheduling assistants, and any third-party AI services integrated into the Platform. AI Features are provided as general informational tools only and do not constitute clinical, legal, financial, or professional advice. Subscriber is solely responsible for independently verifying any output generated by AI Features before acting upon it.

2.3 "Authorized Users"

Means the individual employees, independent contractors, agents, and staff members of Subscriber who are authorized by Subscriber to access and use the Platform on Subscriber's behalf, subject to the access rights and limitations specified in the applicable Subscription plan and these Terms. Subscriber is responsible for the acts and omissions of all Authorized Users as if they were the acts and omissions of Subscriber. Each Authorized User must agree to, and comply with, these Terms and the AUP as a condition of access.

2.4 "Business Associate Agreement" or "BAA"

Means a written agreement between Provider (acting as Business Associate) and a Subscriber that qualifies as a Covered Entity or Business Associate under HIPAA, which agreement satisfies the requirements of 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.314 and governs the permissible uses and disclosures of PHI by Provider on behalf of Subscriber. No Subscriber may use any feature of the Platform that involves the transmission, storage, or processing of PHI unless and until a fully executed BAA is in place.

2.5 "Confidential Information"

Means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms that is designated as confidential at the time of disclosure, or that the Receiving Party knew or reasonably should have known was confidential or proprietary given the circumstances surrounding the disclosure. Confidential Information includes, without limitation: trade secrets, business plans, financial data, pricing structures, technical specifications, source code, product roadmaps, customer lists, Subscriber Data, and PHI. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party provides the Disclosing Party with prompt prior written notice to the extent permitted by law.

2.6 "Covered Entity"

Has the meaning ascribed to it under HIPAA, 45 C.F.R. § 160.103, and generally includes healthcare providers that transmit any health information in electronic form in connection with HIPAA-covered transactions, health plans, and healthcare clearinghouses. Whether Subscriber qualifies as a Covered Entity is Subscriber's sole legal determination; Provider makes no representation as to Subscriber's regulatory classification.

2.7 "Documentation"

Means all technical documentation, user guides, knowledge base articles, API references, integration manuals, release notes, and other written or electronic materials made available by Provider to Subscriber describing the functionality, configuration, and proper use of the Platform and Services, as updated from time to time by Provider at its sole discretion.

2.8 "End Users" or "Patients"

Means the individual patients, clients, prospective patients, or other persons whose information Subscriber or its Authorized Users input into, collect through, or manage using the Platform. End Users/Patients are not parties to these Terms. Subscriber represents and warrants that it has obtained all legally required consents, authorizations, and notices from End Users/Patients as required by applicable law, including HIPAA, the Telephone Consumer Protection Act ("TCPA"), and applicable state privacy laws, before inputting or processing their information through the Platform.

2.9 "Fees"

Means all charges, subscription fees, usage-based fees, setup fees, professional services fees, overage charges, and other amounts payable by Subscriber to Provider in connection with the Platform and Services, as set forth in the applicable Order Form, Subscription Agreement, or pricing schedule. Fees are exclusive of all applicable taxes, levies, duties, and governmental charges unless expressly stated otherwise. See also the definition of "Usage-Based Fees" at Section 2.19.

2.10 "Intellectual Property"

Means all rights in and to: patents (including patent applications and continuations), copyrights, trademarks, service marks, trade dress, trade secrets, know-how, moral rights, rights of publicity, database rights, design rights, and any other proprietary or intellectual property rights recognized under applicable law, whether registered or unregistered, and all applications, renewals, and extensions thereof.

2.11 "Order Form" or "Subscription Agreement"

Means any written or electronic document, including any online checkout or enrollment form, executed or accepted by Subscriber and Provider that specifies the particular Services, Subscription Term, Fees, permitted number of Authorized Users, and any additional terms applicable to Subscriber's subscription.

2.12 "Platform"

Means the proprietary, cloud-based software-as-a-service (SaaS) platform operated by Provider, including all associated web interfaces, mobile applications, application programming interfaces (APIs), automation workflows, communication tools, scheduling features, patient relationship management features, funnel and landing page builders, AI Features, reporting dashboards, and any other tools, modules, or features made available by Provider from time to time as part of the Platform, including any updates, upgrades, or modifications thereto. The Platform does not include Third-Party Services, even where such services are accessible through or integrated with the Platform.

2.13 "Protected Health Information" or "PHI"

Has the meaning ascribed to it under HIPAA, 45 C.F.R. § 160.103, and generally means individually identifiable health information that is created, received, maintained, or transmitted by a Covered Entity or Business Associate, in any form or media (electronic, paper, or oral), including electronic PHI ("ePHI") as defined at 45 C.F.R. § 160.103. The obligations of both parties with respect to PHI are governed by the BAA to the extent one has been executed, and by applicable law. In the absence of an executed BAA, Subscriber must not input, store, or transmit PHI through the Platform.

2.14 "Services"

Means the subscription-based access to the Platform and all related products, features, tools, professional services, onboarding assistance, customer support, and ancillary services provided by Provider to Subscriber pursuant to these Terms and any applicable Order Form. Services include access to the Platform's core functionality, any add-on modules subscribed to by Subscriber, and any AI Features included in Subscriber's plan.

2.15 "Sub-Account"

Means a discrete organizational unit, workspace, or account configured within Subscriber's primary account on the Platform that may be assigned to one or more Authorized Users for the purpose of managing a specific location, care team, department, clinic, or administrative function within Subscriber's healthcare practice. Sub-Accounts are not available under any Subscription plan and may not be created or used by Subscriber.

2.16 "Subscriber"

Means the individual or Entity that has registered for, purchased, or otherwise obtained access to the Platform pursuant to these Terms and any applicable Order Form. Where the Subscriber is an Entity, "Subscriber" includes the Entity and its Authorized Users, but the Entity bears primary legal responsibility for compliance with these Terms. A Subscriber may be an individual nurse practitioner or advanced practice registered nurse operating a solo practice, a group practice, a telehealth company, or another type of healthcare-related business.

2.17 "Subscriber Data"

Means all data, information, content, records, files, and materials that Subscriber or its Authorized Users submit, upload, input, import, or otherwise make available through the Platform, including but not limited to patient contact information, scheduling data, clinical notes and intake forms (to the extent permitted under an executed BAA), marketing campaign data, communication logs, and any other content generated by Subscriber's use of the Platform. Subscriber Data does not include: (a) data that is aggregated or de-identified such that it cannot be used to identify Subscriber, Authorized Users, or End Users/Patients; or (b) Platform usage and performance data collected by Provider for purposes of operating, improving, and securing the Platform ("Usage Data").

2.18 "Subscription Term"

Means the initial period of Subscriber's access to the Platform, as specified in the applicable Order Form, together with all renewal periods thereafter, unless earlier terminated in accordance with these Terms. Unless the Order Form specifies otherwise, the Subscription Term shall be month-to-month, commencing on the date Subscriber's account is activated and renewing automatically on each monthly anniversary unless either party provides written notice of non-renewal at least [●] calendar days prior to the end of the then-current Subscription Term.

2.19 "Third-Party Services"

Means any software, application, integration, data source, tool, API, or service provided by a third party (i.e., a party other than Provider) that is made accessible through, integrated with, or linked from the Platform, including without limitation electronic health record (EHR) integrations, payment processors, telephony providers, email service providers, short message service (SMS) aggregators, pharmacy data platforms, telehealth infrastructure vendors, and any other third-party application enabled via the Platform's integration marketplace. Third-Party Services are governed solely by the terms of service and privacy policies of the applicable third-party providers. Provider makes no representations or warranties with respect to Third-Party Services and is not responsible for their availability, accuracy, security, or compliance with applicable law.

2.20 "Usage-Based Fees"

Means those Fees, in addition to any base subscription fee, that are calculated based on Subscriber's actual consumption of specific Platform resources or features during a given billing period, including without limitation: the number of contacts or patients stored in the Platform; the volume of SMS messages, voice minutes, or email communications sent through the Platform; the number of AI Feature queries or tokens consumed; storage overages; and any other consumption metrics specified in the applicable Order Form or pricing schedule. Usage-Based Fees are calculated in accordance with the metering methodology set forth in the Documentation and are non-refundable once incurred.

SECTION 3. LICENSE GRANT AND ACCESS

3.1 Grant of License

Subject to Subscriber's full and continuing compliance with these Terms, the timely payment of all applicable Fees, and the execution of any required ancillary agreements (including the BAA where applicable), Provider hereby grants to Subscriber, during the Subscription Term only, a limited, non-exclusive, non-transferable, revocable, and non-sublicensable license, except as expressly provided in Section 3.4, to:

(a) access and use the Platform through Provider's designated web interface(s) and, where applicable, authorized mobile applications, solely for the purposes described in these Terms and the Documentation;

(b) permit Authorized Users to access and use the Platform on Subscriber's behalf, subject to the terms and conditions of these Terms and the applicable Subscription plan; and

(c) use the Documentation solely in support of Subscriber's authorized use of the Platform.

No other rights are granted. All rights not expressly granted herein are reserved by Provider. This license does not include any right to access the source code of the Platform, any underlying infrastructure, or any component thereof.

3.2 Scope of Permitted Use

The license granted in Section 3.1 is strictly limited to Subscriber's own internal healthcare practice operations, including the management of Subscriber's patient relationships, scheduling and communications, clinical workflow automation, marketing activities directed to current and prospective patients of Subscriber's practice, and related administrative functions. Subscriber may not use the Platform:

(a) to provide services to any third party that are substantively equivalent to the Platform (i.e., as a managed service provider, digital health platform reseller, or similar);

(b) to develop or offer any competing product or service that uses or incorporates any part of the Platform; or

(c) for any purpose that is not directly related to Subscriber's own healthcare practice operations, unless Provider expressly authorizes such use in writing.

3.3 Sub-Accounts

Sub-Accounts are not available under any Subscription plan. Subscriber may not create, provision, or use a Sub-Account or grant access through a Sub-Account.

3.4 Course and Community Features

(a) Notwithstanding Sections 3.1 and 3.2, Subscriber may grant its End Users/Patients or clients limited access to course content and community features made available through the Platform;

(b) Such access does not constitute a Sub-Account and is limited to viewing course materials and participating in designated community features; it does not grant access to Subscriber’s account, administrative functions, or other Platform features;

(c) Subscriber is solely responsible for the content of any courses and all community interactions, including compliance with applicable law;

(d) Subscriber must ensure that appropriate privacy disclosures are provided and that all consents required by applicable law are obtained from End Users/Patients or clients before they access course and community features;

(e) End Users/Patients or clients accessing course and community features are not parties to these Terms, and their access is governed by Subscriber’s own terms.

3.5 License Restrictions

Subscriber shall not, and shall ensure that its Authorized Users do not, directly or indirectly:

(a) Sublicense: sublicense, sell, resell, rent, lease, loan, transfer, assign, or otherwise dispose of any rights granted under this license to any third party, except for the limited access expressly permitted under Section 3.4;

(b) Resale: use the Platform as a basis for offering a competing service, or provide access to the Platform to any person or entity other than Authorized Users of Subscriber's own practice, except for the limited access expressly permitted under Section 3.4;

(c) White-Labeling / Downstream Rebranding: white-label, rebrand, or otherwise present the Platform or any component thereof as Subscriber's own proprietary product to third parties, or otherwise obscure or remove any Provider branding, proprietary notices, or attribution included in or on the Platform, without prior written consent from Provider;

(d) Reverse Engineering: reverse engineer, decompile, disassemble, reconstruct, translate, or derive the source code, algorithms, or underlying structure of any part of the Platform, except to the limited extent that applicable law expressly prohibits such restriction notwithstanding this provision;

(e) Modification: modify, adapt, translate, or create derivative works of the Platform or any part thereof;

(f) Circumvention: circumvent, disable, or interfere with any security, access control, license enforcement, digital rights management, or authentication feature of the Platform;

(g) Scraping: use any robot, spider, scraper, crawler, automated script, or other automated means to access, retrieve, index, data-mine, or otherwise extract data or content from the Platform, except through Provider's officially supported APIs and only in accordance with the Documentation;

(h) Competitive Benchmarking: use the Platform or any output thereof for the purpose of competitive intelligence, benchmarking, or analysis without Provider's prior written consent; or

(i) Exceeding Licensed Scope: access or use any feature, module, API, or portion of the Platform that is not included in Subscriber's Subscription plan or that Subscriber has not been expressly authorized to access.

3.6 Provider's Right to Modify the Platform

Provider reserves the right, at any time and in its sole discretion, to:

(a) modify, update, enhance, deprecate, or discontinue any feature, function, interface, API, integration, or component of the Platform, including AI Features and Third-Party Service integrations;

(b) change the scope of features included within any Subscription plan, provided that Provider will use commercially reasonable efforts to provide advance notice of material changes that materially reduce the functionality available under Subscriber's then-current plan; and

(c) perform scheduled or emergency maintenance that may result in temporary unavailability of the Platform or any feature thereof.

Provider shall use commercially reasonable efforts to provide at least [●] days' prior written notice (which may be via in-platform notification or email) of any modification that materially and adversely affects Subscriber's core use of the Platform. Subscriber's continued use of the Platform following any such modification constitutes acceptance of the modified Platform. If a modification materially and adversely reduces the functionality available under Subscriber's paid Subscription plan, Subscriber's sole remedy shall be to terminate the Subscription for the affected Services upon written notice to Provider, subject to Section 16.3 (Cancellation by Subscriber).

3.7 API Access

Where Provider makes application programming interfaces (APIs) available to Subscriber as part of the Services, Subscriber may use such APIs solely in accordance with Provider's API Documentation and these Terms. Subscriber shall not exceed any rate limits, call quotas, or access restrictions specified in the Documentation. Provider reserves the right to throttle, suspend, or terminate API access at any time if Subscriber's use violates these Terms, poses a security risk, or adversely affects Platform performance for other subscribers.

3.8 Reservation of Rights

Provider and its licensors retain all right, title, and interest in and to the Platform, the Documentation, all AI Features, all Usage Data, and all Intellectual Property embodied therein or arising therefrom, including all improvements, modifications, and derivative works, regardless of whether developed by Provider alone or in collaboration with Subscriber. These Terms do not convey to Subscriber any ownership interest in the Platform or any component thereof. Subscriber's rights are limited solely to the license expressly granted in Section 3.1.

SECTION 4. SUBSCRIBER ACCOUNTS AND SECURITY

4.1 Account Registration

To access and use the Platform, Subscriber must complete the account registration process by providing certain information as required by Provider's registration form or onboarding workflow. Subscriber must provide all required information, which may include without limitation:

(a) Subscriber's full legal name (if an individual) or the full legal entity name and applicable organizational identifiers (if an Entity, including state of formation and entity type);

(b) a valid business email address that is owned or controlled by Subscriber;

(c) a physical business address and primary business telephone number;

(d) payment information sufficient to process applicable Fees;

(e) professional licensing information, including National Provider Identifier (NPI) where applicable; and

(f) any additional information Provider may require to verify Subscriber's identity, professional licensure, or eligibility to use the Platform.

Provider reserves the right to reject any registration that appears incomplete, inaccurate, or fraudulent, or that otherwise fails to satisfy Provider's eligibility criteria, in Provider's sole discretion.

4.2 Accuracy and Currency of Account Information

Subscriber represents and warrants that all information provided during registration and throughout the Subscription Term is and shall remain true, accurate, complete, and current. Subscriber shall promptly update account information to reflect any change in Subscriber's legal name, entity structure, professional licensure status, contact information, payment method, or other material information. Provider is not responsible for any service interruptions, billing errors, communications failures, or other consequences arising from Subscriber's failure to maintain accurate and current account information. If Provider discovers that any account information is false or materially misleading, Provider may suspend or terminate the account in accordance with Section 16.4 (Termination or Suspension by Sancta, LLC).

4.3 Login Credentials and Security Obligations

Upon successful registration, Subscriber will be issued (or prompted to create) login credentials, which may include a username, password, and/or single sign-on (SSO) access credentials (collectively, "Credentials"). Subscriber is solely responsible for:

(a) maintaining the strict confidentiality of all Credentials associated with Subscriber's account and Authorized User accounts;

(b) selecting strong, unique passwords in accordance with current password security best practices, including a minimum length of [●] characters, a combination of letters, numbers, and special characters, and no reuse of passwords across multiple services;

(c) ensuring that Credentials are not shared among multiple individuals, disclosed to unauthorized persons, or stored in an insecure manner;

(d) promptly revoking access for any Authorized User who is no longer employed by or authorized to act on behalf of Subscriber, or whose Credentials are believed to be compromised; and

(e) ensuring that all Authorized User accounts are operated in compliance with these Terms.

Subscriber acknowledges that Provider will not be responsible for any unauthorized access to or use of Subscriber's account that results from Subscriber's failure to maintain the security of Credentials.

4.4 Two-Factor Authentication

Provider strongly recommends, and in connection with Subscriber's obligations under HIPAA and applicable data security standards may require, that Subscriber and all Authorized Users enable two-factor authentication ("2FA") for all accounts. Where 2FA is required by Provider for specific features or use cases (including any feature involving access to or management of PHI), Subscriber must ensure that 2FA is enabled and maintained for all applicable accounts. Failure to comply with mandatory 2FA requirements may result in the restriction or suspension of access to affected features. Provider shall not be liable for any unauthorized access to Subscriber's account that could have been prevented by proper use of 2FA.

4.5 Responsibility for Account Activity

Subscriber is solely and fully responsible for all activity that occurs through Subscriber's account, including through Authorized User accounts, whether or not Subscriber had actual knowledge of such activity. This responsibility includes, without limitation:

(a) all content uploaded, transmitted, or published through the account;

(b) all communications (including SMS, email, and voice communications) sent through the Platform using the account;

(c) all purchases, Fee obligations, and usage charges incurred through the account;

(d) all decisions made using AI Features accessed through the account; and

(e) all compliance obligations arising from the account's use of the Platform, including HIPAA, TCPA, CAN-SPAM, and applicable state law obligations.

Subscriber's responsibility for account activity is not diminished by any delegation of access to Authorized Users or by Subscriber's failure to actively monitor account activity.

4.6 Primary Contact Designation

Subscriber must designate a primary account administrator ("Primary Contact") who is authorized to manage the account, receive communications from Provider, make billing and plan decisions, and serve as the primary point of contact for compliance and legal matters. Subscriber must ensure that the Primary Contact's information (including name, email address, and telephone number) is kept current in Subscriber's account settings at all times. Provider may rely on communications from the Primary Contact's designated email address as authoritative instructions from Subscriber. If Subscriber wishes to change its Primary Contact, Subscriber must update this information through the account settings interface or by written notice to Provider.

4.7 Notification of Unauthorized Access

Subscriber shall notify Provider immediately, and in no event later than twenty-four (24) hours after Subscriber becomes aware, of any actual or suspected:

(a) unauthorized access to, or unauthorized use of, Subscriber's account or any Authorized User account;

(b) disclosure, loss, theft, or compromise of any Credentials associated with Subscriber's account;

(c) security breach or data incident that may involve Subscriber Data or PHI stored or processed through the Platform; or

(d) other event that could reasonably be expected to compromise the integrity or confidentiality of the account or Subscriber Data.

Notification should be sent to Provider's security contact at [email protected]. Subscriber shall provide Provider with all information reasonably requested in connection with any such incident. Provider's receipt of such notification does not constitute an admission of liability by either party and does not limit any other rights or remedies available to either party.

Subscriber acknowledges that in the event of a security incident involving PHI, the parties' respective obligations under the BAA and HIPAA's Breach Notification Rule (45 C.F.R. Part 164, Subpart D) will govern, and Subscriber may have independent notification obligations to affected patients, the U.S. Department of Health and Human Services (HHS), and, in certain circumstances, media outlets, in addition to notifying Provider.

4.8 Provider's Right to Suspend Compromised Accounts

Provider reserves the right to suspend, restrict, or terminate Subscriber's account or any Authorized User account, with or without prior notice, if Provider reasonably determines, in its sole discretion, that:

(a) the account or any Credentials have been or are likely to be compromised by unauthorized access;

(b) account activity poses a security risk to the Platform, to other subscribers, or to End Users/Patients;

(c) the account is being used in violation of these Terms, the AUP, or applicable law; or

(d) suspension is required to prevent or mitigate an active data breach, cyberattack, or other security incident affecting the Platform.

Provider shall use commercially reasonable efforts to notify Subscriber as promptly as practicable following any account suspension, except where notification would itself compromise the integrity of a security investigation. Provider shall restore access upon Subscriber's satisfactory remediation of the circumstances giving rise to the suspension, as determined by Provider in its reasonable discretion. Suspension for security reasons shall not entitle Subscriber to any fee credit or refund, except where the suspension was caused solely by Provider's own negligence or willful misconduct.

SECTION 5. ACCEPTABLE USE POLICY

This Acceptable Use Policy ("AUP") governs all access to and use of the Platform and Services by Subscriber and its Authorized Users. Compliance with this AUP is a condition of Subscriber's license and continued access to the Platform. Provider reserves the right to enforce this AUP in accordance with the graduated enforcement procedures set forth in Section 5.7 below.

5.1 General Prohibitions

Subscriber shall not, and shall ensure that its Authorized Users do not, use the Platform for any purpose that:

(a) Illegal Activity: violates, facilitates, or encourages violation of any applicable federal, state, local, or international law, regulation, rule, or order, including but not limited to laws governing healthcare, data privacy, consumer protection, anti-money laundering, export controls, and anti-corruption;

(b) Harmful Content: involves the creation, transmission, storage, or distribution of content that is defamatory, harassing, threatening, abusive, obscene, fraudulent, deceptive, misleading, or otherwise harmful to any individual or group;

(c) Interference with the Platform: interferes with, disrupts, degrades, or impairs the integrity, security, availability, or performance of the Platform or its underlying infrastructure, including any servers, networks, or systems used to provide the Services;

(d) Unauthorized Access: attempts to gain unauthorized access to any account, computer system, network, or data that Subscriber is not authorized to access, through any means including hacking, password mining, credential stuffing, or exploiting software vulnerabilities;

(e) Impersonation: impersonates any person or entity, or misrepresents Subscriber's identity, credentials, licensure, or affiliation in connection with use of the Platform; or

(f) Fraud: uses the Platform to perpetrate any scheme to defraud, deceive, or manipulate patients, insurance companies, government payers, or any other person or entity.

5.2 Healthcare-Specific Prohibitions

Given the healthcare context in which the Platform is used, the following additional prohibitions apply:

(a) Unauthorized PHI Handling: Subscriber must not use the Platform to create, receive, maintain, or transmit PHI unless and until Subscriber has executed a BAA with Provider. Any use of the Platform that involves PHI without a fully executed BAA is a material breach of these Terms and may subject Subscriber to significant regulatory penalties under HIPAA. Subscriber is solely responsible for determining whether its use of the Platform triggers PHI-related obligations under HIPAA;

(b) No PHI in AI Features: Subscriber must not input, submit, or otherwise include any PHI, patient identifiers, or other individually identifiable health information in any prompt, query, or content submitted to or through AI Features, regardless of whether a BAA has been executed, unless Provider has expressly designated a specific AI Feature as HIPAA-eligible in the Documentation and the BAA expressly covers such use. The risk of re-identification from AI Feature outputs rests solely with Subscriber;

(c) No Unlicensed Practice Facilitation: Subscriber must not use the Platform to facilitate the practice of medicine, nursing, or any other licensed healthcare profession by any individual who lacks the required professional license(s) in the applicable jurisdiction(s). This prohibition applies to Subscriber's own Authorized Users, any contractors engaged by Subscriber, and any clinical functions automated through the Platform's workflow tools;

(d) HIPAA Compliance: Subscriber represents, warrants, and covenants that it will operate all aspects of its use of the Platform in full compliance with HIPAA (including the Privacy Rule at 45 C.F.R. Part 164 Subpart E, the Security Rule at 45 C.F.R. Part 164 Subpart C, and the Breach Notification Rule at 45 C.F.R. Part 164 Subpart D) and any applicable state health information privacy laws, to the extent such laws impose requirements more stringent than HIPAA. Provider's obligations as Business Associate are governed exclusively by the BAA;

(e) No False or Misleading Clinical Claims: Subscriber must not use the Platform's content creation, email, SMS, landing page, or social media tools to make any false, misleading, or deceptive claims regarding any medical product, drug, supplement, treatment, diagnostic service, or healthcare outcome; and

(f) Applicable State Telehealth Laws: Subscriber must ensure that all telehealth services facilitated through or marketed using the Platform comply with applicable state telehealth statutes, regulations, and licensing board guidance, including requirements governing the establishment of valid provider-patient relationships, informed consent, prescribing authority, and cross-state licensure.

5.3 Communications Prohibitions

The Platform includes tools for sending automated and manual SMS/MMS messages, voice calls, emails, and other communications to patients and contacts. Subscriber's use of these tools is subject to the following requirements and prohibitions:

(a) TCPA Compliance: Subscriber must obtain all legally required prior express written consent under the Telephone Consumer Protection Act, 47 U.S.C. § 227 ("TCPA"), and its implementing regulations (47 C.F.R. Part 64) before initiating any automated or pre-recorded telephone call, any SMS or MMS message sent using an automatic telephone dialing system (ATDS), or any robocall to any patient or contact. Subscriber bears sole responsibility for obtaining, documenting, and maintaining records of TCPA-required consents. Subscriber must honor all opt-out requests promptly and in accordance with TCPA requirements and must not send messages to any number on the National Do Not Call Registry unless a valid exemption applies;

(b) CAN-SPAM Compliance: All commercial email messages sent through the Platform must comply with the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., including requirements to: (i) accurately identify the sender; (ii) include a valid physical postal address; (iii) clearly identify the message as an advertisement where required; (iv) include a clear and conspicuous unsubscribe mechanism; and (v) honor all unsubscribe requests within ten (10) business days;

(c) Consent Before Messaging: Subscriber must obtain appropriate consent from all patients and contacts before initiating any communication through the Platform. This includes, without limitation: (i) HIPAA-required authorizations for marketing communications; (ii) TCPA-required express written consent for automated messages; (iii) opt-in confirmation for email marketing lists; and (iv) any additional consent required under applicable state law;

(d) Prohibited Communication Content: Subscriber must not use the Platform's communications tools to send: (i) spam, unsolicited bulk communications, or phishing messages; (ii) communications that impersonate Provider or any third party; (iii) communications containing malware, malicious links, or deceptive URLs; (iv) communications that violate any patient's privacy rights under HIPAA or applicable state law; or (v) communications that violate any applicable professional ethics rules governing healthcare provider advertising and patient solicitation; and

(e) A2P Registration: For SMS and MMS campaigns, Subscriber must complete all applicable application-to-person (A2P) messaging registration requirements imposed by wireless carriers and industry bodies (including The Campaign Registry or any successor), and must ensure that all SMS campaigns accurately describe the use case, opt-in method, and content type. Failure to maintain A2P registration in good standing may result in carrier filtering of Subscriber's messages, for which Provider is not responsible.

5.4 Technical Prohibitions

In addition to the prohibitions set forth elsewhere in this AUP, Subscriber shall not, and shall ensure that its Authorized Users do not:

(a) Reverse Engineering: reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, architecture, or trade secrets of the Platform or any component thereof;

(b) Competitive Use or Benchmarking: use the Platform, or any output, data, or functionality derived from the Platform, for the purpose of: (i) developing, training, or improving any competing product or service; (ii) performing competitive benchmarking, capability testing, or analysis that is published or shared externally without Provider's prior written consent; or (iii) feeding Platform functionality, UI, or outputs into any AI model for fine-tuning or training without Provider's prior written consent;

(c) Security Circumvention: attempt to circumvent, defeat, or interfere with any access control mechanism, security measure, authentication system, digital rights management feature, license key, rate limiter, or other protective technology employed in connection with the Platform;

(d) Scraping and Data Extraction: use any automated tool, script, crawler, spider, bot, screen-scraping technology, or other programmatic means to extract, harvest, or copy any data, content, or functionality from the Platform, except through Provider's officially supported APIs in accordance with the Documentation;

(e) Introduction of Malware: upload, transmit, or introduce to the Platform any virus, worm, Trojan horse, ransomware, spyware, adware, keylogger, rootkit, backdoor, time bomb, or any other malicious or harmful code or content;

(f) Denial of Service: engage in or facilitate any distributed denial-of-service (DDoS) attack, excessive API requests, load generation, stress testing, or any other activity designed or likely to overload or impair the Platform's infrastructure; or

(g) Unauthorized API Use: exceed any API rate limits or quotas established by Provider, attempt to bypass API authentication, or use Provider's APIs in any manner not expressly authorized by the Documentation.

5.5 Anti-Kickback and Referral Feature Compliance

The Platform may include features that facilitate referral tracking, patient attribution, affiliate relationships, or reward and incentive programs. Subscriber's use of any such features is subject to the following:

(a) Federal Anti-Kickback Statute: Subscriber must not use any referral, incentive, reward, or affiliate feature of the Platform in any manner that constitutes an offer, payment, solicitation, or receipt of any remuneration (including kickbacks, bribes, or rebates) directly or indirectly, in cash or in kind, in exchange for referring patients covered by any federal healthcare program (including Medicare or Medicaid) to Subscriber or to any other provider, in violation of the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b);

(b) Stark Law: Where Subscriber is a physician or physician organization, Subscriber must ensure that use of any referral feature of the Platform does not result in a financial relationship that violates the Stark Law (Physician Self-Referral Law), 42 U.S.C. § 1395nn, or applicable state self-referral statutes;

(c) State Referral Laws: Subscriber must comply with all applicable state anti-kickback statutes, fee-splitting prohibitions, and patient referral restrictions in every state in which Subscriber operates or provides services;

(d) Compliance Program: Subscriber represents and warrants that it has, or will implement prior to using any referral or incentive feature, a compliance program reasonably designed to prevent violations of applicable anti-kickback and self-referral laws; and

(e) No Structuring: Subscriber must not structure any compensation arrangement, affiliate program, or incentive plan associated with use of the Platform's referral features in a manner intended to circumvent applicable anti-kickback or self-referral prohibitions.

Subscriber acknowledges that Provider does not provide legal advice and that it is solely Subscriber's responsibility to ensure that any referral or incentive program operated through the Platform complies with all applicable laws. Subscriber is encouraged to seek independent legal counsel regarding any arrangement that may implicate federal or state anti-kickback or self-referral laws.

5.6 Subscriber Content Standards

All content created, uploaded, transmitted, or published through the Platform by Subscriber or its Authorized Users, including patient communications, marketing materials, website copy, landing pages, social media content, clinical forms, and intake materials (collectively, "Subscriber Content"), must:

(a) be accurate and not materially misleading, particularly with respect to clinical qualifications, scope of practice, pricing, and treatment outcomes;

(b) comply with applicable advertising and marketing standards imposed by federal and state law, the Federal Trade Commission (FTC), and any applicable professional licensing board or professional association;

(c) not infringe upon the Intellectual Property rights, privacy rights, or other proprietary rights of any third party; and

(d) not violate any applicable patient confidentiality, defamation, or consumer protection law.

Provider does not pre-screen Subscriber Content but reserves the right to remove or require modification of any Subscriber Content that Provider determines, in its reasonable discretion, violates this AUP or applicable law.

5.7 Enforcement and Graduated Response

Provider reserves the right to enforce this AUP through graduated and proportionate measures, as Provider determines appropriate in its sole discretion, up to and including immediate termination of Subscriber's account without notice in cases of severe, willful, or repeated violations. Provider's enforcement framework may include, without limitation:

(a) First Instance — Warning: For minor or inadvertent violations that do not cause material harm to any person or to the Platform, Provider may issue a written warning to Subscriber's Primary Contact, identifying the violation and specifying the corrective action required within a reasonable cure period;

(b) Second Instance or Uncured Violation — Feature Restriction: Where Subscriber fails to cure a violation within the specified period, or commits a second violation, Provider may restrict Subscriber's access to specific Platform features implicated in the violation, including suspending SMS, email, or AI Feature access, pending Subscriber's remediation;

(c) Repeated or Material Violation — Account Suspension: For repeated violations, material breaches of this AUP, or violations that pose a significant risk of harm to patients, other subscribers, or Provider, Provider may suspend Subscriber's account in its entirety pending investigation and remediation;

(d) Severe or Willful Violation — Immediate Termination: For violations involving illegal activity, willful misconduct, transmission of malware, unauthorized access to PHI without a BAA, facilitation of unlicensed healthcare practice, or any other conduct that poses an immediate threat to the safety of patients or the integrity of the Platform, Provider may terminate Subscriber's account immediately without prior notice or opportunity to cure; and

(e) Reporting to Authorities: For violations that involve potential criminal activity, patient safety risks, or reportable data breaches, Provider reserves the right to report such activity to applicable law enforcement agencies, regulatory authorities (including HHS Office for Civil Rights), or professional licensing boards.

Suspension or termination pursuant to this Section does not relieve Subscriber of any obligation to pay Fees accrued through the date of suspension or termination. Provider's election to provide notice or a cure period with respect to any particular violation does not constitute a waiver of Provider's right to act without notice with respect to subsequent violations or with respect to violations of a different or more serious nature. Provider's enforcement actions under this AUP are not subject to any right of offset or refund by Subscriber, except where suspension or termination was caused solely by Provider's own error.

SECTION 6. HIPAA AND HEALTHCARE COMPLIANCE

6.1 Processing of Protected Health Information

Subscriber acknowledges that, depending on the nature of Subscriber's use of the Platform, the Platform may have the capability to receive, store, transmit, or otherwise process Protected Health Information (“PHI”) as that term is defined under HIPAA. Subscriber’s detailed obligations regarding PHI handling, safeguards, and breach notification are set forth in the SaaS Subscription Agreement and the Business Associate Agreement. This Section 6 establishes the baseline platform-level requirements applicable to all Subscribers.

6.2 Business Associate Agreement Required

Any Subscriber that qualifies as a Covered Entity or as a Business Associate under HIPAA, and that intends to use the Platform in connection with the creation, receipt, maintenance, transmission, or processing of PHI, must execute a separate Business Associate Agreement (“BAA”) with Sancta, LLC prior to initiating any such use. Subscriber shall not transmit, upload, or otherwise make available any PHI through the Platform unless and until a fully executed BAA is in effect. The detailed terms governing the BAA, including execution procedures, scope, and termination triggers, are set forth in the SaaS Subscription Agreement.

6.3 Subscriber's Sole Responsibility for HIPAA Compliance

Subscriber, and not Sancta, LLC, is solely responsible for ensuring that Subscriber's own use of the Platform complies with all applicable provisions of HIPAA, including the Privacy Rule, the Security Rule, and the Breach Notification Rule, as each may be amended from time to time. Sancta, LLC provides the Platform as a technology infrastructure tool and does not make clinical or administrative decisions on behalf of Subscriber. Subscriber’s detailed HIPAA compliance obligations, including safeguard implementation requirements, breach notification procedures, and minimum necessary standard compliance, are set forth in the SaaS Subscription Agreement and the BAA. Sancta, LLC’s obligations as a Business Associate under the BAA are limited to the proper safeguarding of PHI that Sancta, LLC creates, receives, maintains, or transmits on behalf of Subscriber through the Platform, and to reporting Breaches of Unsecured PHI in accordance with the BAA. Sancta, LLC does not monitor, audit, or otherwise supervise Subscriber’s own management of PHI outside the Platform, and Subscriber bears sole responsibility for its own HIPAA compliance program, including privacy policies, workforce training, risk assessments, and breach notification obligations with respect to PHI that Subscriber manages independently of the Platform.

6.5 State Telehealth Regulations

Subscriber is solely responsible for identifying and complying with all telehealth laws, licensing requirements, informed consent requirements, prescribing restrictions, and practice standards applicable in each jurisdiction in which Subscriber provides or intends to provide telehealth services to patients, including but not limited to state medical practice acts, state telehealth parity laws, interstate medical licensure compact requirements, and any applicable federal telehealth regulations. Subscriber shall not use the Platform to facilitate the delivery of telehealth services in any jurisdiction in which Subscriber is not licensed or otherwise authorized to provide such services.

6.6 Prohibition on Use of AI Features to Process PHI

6.6.1 SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE AI-POWERED FEATURES OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO AI-GENERATED COMMUNICATIONS, AI VOICE AGENTS, AI CONTENT SUGGESTIONS, AUTOMATED CONVERSATION BOTS, AND ANY OTHER FEATURES UTILIZING ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING TECHNOLOGY, ARE NOT DESIGNED, TESTED, OR APPROVED FOR USE IN CONNECTION WITH PROTECTED HEALTH INFORMATION. SUBSCRIBER SHALL NOT INPUT, UPLOAD, INCORPORATE, OR OTHERWISE CAUSE ANY PHI TO BE PROCESSED BY ANY AI-POWERED FEATURE OF THE PLATFORM.

6.6.2 This prohibition reflects a platform-level restriction imposed by Sancta, LLC’s underlying technology provider and is a material term of this Agreement. Any use of AI features in connection with PHI constitutes a material breach of this Agreement and may result in immediate suspension or termination of Subscriber's account, in addition to any other remedies available at law or in equity. Sancta, LLC shall have no liability for any HIPAA violation, data breach, or regulatory penalty arising from Subscriber's violation of this Section.

6.6.3 Subscriber shall implement internal policies and training sufficient to ensure that Subscriber's workforce members do not use AI-powered Platform features in any manner that involves PHI.

6.7 Disclosure of AI-Powered Communications to Patients

To the extent Subscriber utilizes AI-powered communication features of the Platform to interact with patients or prospective patients, Subscriber shall, prior to or at the time of such interaction, clearly and conspicuously disclose to such individuals that they may be communicating with an automated or AI-powered system and not with a licensed healthcare provider or human staff member. Such disclosure shall be made in a manner consistent with applicable federal and state law, including any requirements imposed by the Federal Communications Commission ('FCC') and applicable state consumer protection statutes. Subscriber shall obtain any consent required by applicable law prior to initiating AI-powered communications with patients.

SECTION 7. COMMUNICATIONS COMPLIANCE

7.1 Overview of Subscriber's Compliance Obligations

The Platform enables Subscriber to send or initiate automated text messages (SMS/MMS), voice calls, AI-generated voice calls, ringless voicemail drops, and commercial email messages to patients, prospective patients, and other contacts. Subscriber acknowledges that such communications are subject to a complex and evolving body of federal and state law, including but not limited to the Telephone Consumer Protection Act, 47 U.S.C. Section 227 ('TCPA'), the Telemarketing Sales Rule, 16 C.F.R. Part 310 ('TSR'), the CAN-SPAM Act, 15 U.S.C. Sections 7701 et seq., FCC regulations and orders, and applicable state telemarketing, autodial, and electronic communications statutes. Subscriber bears sole and exclusive responsibility for ensuring that all communications initiated or authorized through the Platform comply with all applicable laws and regulations.

7.2 Prior Express Written Consent — SMS, Voice, and AI Voice Calls

7.2.1 Before initiating any automated telephone dialing system ('ATDS') call, prerecorded voice message, AI-generated voice call, or automated SMS or MMS message to any person, Subscriber shall obtain, and shall document, such person's prior express written consent as required by the TCPA and applicable FCC regulations, including the FCC's February 2024 order on one-to-one consent requirements. 'Prior express written consent' shall have the meaning ascribed to it by applicable FCC rules and interpretive guidance, as amended from time to time.

7.2.2 Subscriber acknowledges that the scope and validity of consent may differ depending on whether the call or message is for telemarketing or informational purposes, the technology used to deliver the communication, and the jurisdiction of the recipient. Subscriber is responsible for obtaining appropriate legal advice to determine the consent standard applicable to each category of communication it initiates through the Platform.

7.2.3 Subscriber shall maintain detailed records documenting the method, date, time, and content of each consent obtained, together with all opt-in confirmations and supporting data, for a minimum period of five (5) years from the date of consent or the date of the last communication to the consenting individual, whichever is later.

7.3 TCPA Compliance

7.3.1 Subscriber shall comply with all requirements of the TCPA and applicable FCC regulations, including but not limited to restrictions on calling times (no calls before 8:00 a.m. or after 9:00 p.m. local time of the called party), mandatory opt-out mechanisms, and identification requirements. Subscriber shall honor all requests to cease communication promptly and shall maintain updated do-not-call lists.

7.3.2 National and State Do-Not-Call Lists. Subscriber shall access and comply with the National Do Not Call Registry maintained by the Federal Trade Commission ('FTC') and shall similarly comply with any state-maintained do-not-call lists applicable to the jurisdictions in which Subscriber operates. Subscriber shall scrub contact lists against applicable do-not-call registries at intervals required by applicable law and in no event less frequently than every thirty-one (31) days for telemarketing communications.

7.3.3 Caller Identification. Subscriber shall transmit accurate caller identification information, including a callback telephone number, consistent with the requirements of the TCPA, the Truth in Caller ID Act, and applicable FCC regulations. Subscriber shall not transmit false or misleading caller identification information.

7.3.4 Platform Status. Sancta, LLC is not and shall not be deemed to be a 'telemarketer,' 'telephone solicitor,' 'initiator,' 'sender,' or 'caller' as those terms are defined under the TCPA, the TSR, or any applicable state law. Sancta, LLC provides technology infrastructure that enables Subscriber to send communications; all such communications are initiated by and on behalf of Subscriber as the responsible party. Subscriber shall indemnify and hold Sancta, LLC harmless from any claim, action, fine, or liability arising from Subscriber's use of the Platform's communications features, as further provided in the indemnification provisions of this Agreement.

7.4 AI Voice Call Disclosure Requirements

7.4.1 Subscriber acknowledges that the FCC has issued rules, effective as of February 8, 2024, that require disclosure when AI-generated voices are used in telephone calls, and that additional regulatory guidance regarding AI-generated calls is expected. Subscriber shall comply with all applicable FCC rules and orders, as amended from time to time, regarding the use of AI-generated or cloned voices in telephone communications.

7.4.2 At the outset of any call utilizing an AI-generated or algorithmically synthesized voice, Subscriber shall clearly and conspicuously disclose to the called party that the call is being made using artificial intelligence technology and is not a live human call, in the form and manner required by applicable FCC rules and any applicable state law.

7.5 CAN-SPAM Act Compliance for Commercial Email

7.5.1 All commercial electronic mail messages initiated by Subscriber through the Platform shall comply with the CAN-SPAM Act and the FTC's implementing regulations, including but not limited to the following requirements:

(a) The message must not contain false or misleading header information, including the 'From,' 'To,' 'Reply-To,' and originating domain name;

(b) The message must not contain a deceptive subject line;

(c) The message must clearly and conspicuously identify itself as an advertisement, unless Subscriber has obtained affirmative consent from the recipient to receive commercial messages;

(d) The message must include a valid physical postal address of Subscriber;

(e) The message must include a clear and conspicuous mechanism by which recipients can opt out of receiving future commercial messages from Subscriber, and such opt-out mechanism must remain operational for at least thirty (30) days after transmission;

(f) Subscriber must honor opt-out requests within ten (10) business days of receipt.

7.5.2 Initiator Status. Sancta, LLC is not and shall not be deemed to be the 'initiator,' 'sender,' or 'person' responsible for transmission of commercial electronic mail under the CAN-SPAM Act. Subscriber is the initiator and sender of all commercial email messages sent through the Platform on Subscriber's behalf.

7.6 State Telehealth Communication Laws

In addition to federal requirements, Subscriber shall comply with all applicable state laws governing electronic and telephonic communications with patients and prospective patients, including state-specific requirements for informed consent to telehealth communications, state electronic communications privacy acts, state email marketing laws, and any applicable state health information exchange requirements. Subscriber acknowledges that compliance obligations may vary significantly by state and accepts sole responsibility for determining and meeting the applicable requirements in each jurisdiction where Subscriber operates.

7.7 Opt-In and Opt-Out Mechanisms

Subscriber shall implement technically robust, legally compliant opt-in and opt-out mechanisms for all communication channels enabled through the Platform. Subscriber shall ensure that opt-out requests received through any channel (including reply-STOP for SMS, unsubscribe links for email, and verbal requests during AI voice calls) are promptly honored and accurately reflected in Subscriber's contact records maintained on the Platform. Subscriber shall not re-add contacts to communication lists after they have opted out without obtaining new, valid consent consistent with the requirements of applicable law.

7.8 Indemnification for Communications Violations

Subscriber shall defend, indemnify, and hold harmless Sancta, LLC and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, losses, damages, fines, penalties, and costs (including reasonable attorneys' fees) arising out of or relating to (a) any violation of the TCPA, CAN-SPAM Act, TSR, or any applicable state or federal communications law by Subscriber or Subscriber's agents; (b) any claim by a recipient that a communication initiated by Subscriber through the Platform was unlawful; or (c) Subscriber's failure to obtain, document, or honor required consents. This indemnification obligation shall survive the termination or expiration of this Agreement.

SECTION 8. FEES AND PAYMENT

8.1 Subscription Fees

Subscriber’s access to the Platform is conditioned upon the timely payment of all applicable subscription fees, usage-based charges, and other amounts as set forth in the SaaS Subscription Agreement, Order Form, or applicable pricing schedule (collectively, “Fees”). The detailed terms governing Fees — including subscription tiers, pricing, billing frequency, auto-renewal mechanics, late payment consequences, usage-based charges, fee modifications, and refund policies — are specified in the SaaS Subscription Agreement executed between Sancta, LLC and Subscriber.

8.2 Taxes

All Fees are exclusive of applicable taxes, levies, duties, and assessments. Subscriber is solely responsible for all taxes associated with Subscriber's purchase and use of the Platform, as further described in the SaaS Subscription Agreement.

SECTION 9. SUBSCRIBER DATA AND PRIVACY

9.1 Subscriber Ownership of Subscriber Data

As between Subscriber and Sancta, LLC, Subscriber retains all right, title, and interest in and to all Subscriber Data. Nothing in these Terms transfers ownership of Subscriber Data to Sancta, LLC. Subscriber represents and warrants that it has all rights, licenses, consents, and permissions necessary to upload, use, and authorize Sancta, LLC to process Subscriber Data as contemplated by these Terms and the SaaS Subscription Agreement.

9.2 Limited License to Process Subscriber Data

Subscriber hereby grants Sancta, LLC a limited, non-exclusive, worldwide, royalty-free license to access, use, store, transmit, and process Subscriber Data solely to the extent necessary to provide and maintain the Platform and Services. Sancta, LLC shall not sell, rent, or disclose Subscriber Data to third parties for their independent commercial benefit. The detailed terms governing data processing, retention, deletion, portability, and breach notification are set forth in the SaaS Subscription Agreement and, where applicable, the Data Processing Agreement.

9.4 Privacy Policy

Sancta, LLC’s collection and use of information from or about Subscriber is governed by Sancta, LLC’s Privacy Policy, available at https://mysancta.io/privacy-policy and incorporated into these Terms by reference. Subscriber is solely responsible for establishing and maintaining its own privacy policy for patients and end users. The SaaS Subscription Agreement contains additional provisions regarding Subscriber’s privacy obligations.

10. INTELLECTUAL PROPERTY

10.1 Ownership of Platform and Provider IP

The Platform, including without limitation all software, code, algorithms, machine learning models, artificial intelligence components, data pipelines, user interfaces, designs, graphics, text, documentation, workflows, templates, training data, and all other content, materials, and technology incorporated into or made available through the Platform, together with all intellectual property rights therein (collectively, the "Provider IP"), are and shall remain the exclusive property of Sancta, LLC or its licensors. Nothing in these Terms of Service transfers or conveys any ownership interest in the Provider IP to Subscriber. All rights not expressly granted herein are reserved by Sancta, LLC.

10.2 Ownership of Subscriber Content

As between Sancta, LLC and Subscriber, Subscriber retains all right, title, and interest in and to all data, information, text, images, files, patient records, clinical notes, communications, and other content that Subscriber or its Authorized Users upload, submit, transmit, or otherwise make available through the Platform (collectively, "Subscriber Content"). Subscriber grants Sancta, LLC a limited, non-exclusive, worldwide, royalty-free license to access, process, store, copy, display, and use Subscriber Content solely to the extent necessary to provide, maintain, support, and improve the Platform and Services for Subscriber's benefit, and to fulfill Sancta, LLC’s obligations under these Terms and any applicable Business Associate Agreement. Sancta, LLC shall not use Subscriber Content for any other purpose without Subscriber's prior written consent, except as required by applicable law.

10.3 Limited License to Use Platform Marks

Subject to these Terms, Sancta, LLC grants Subscriber a limited, non-exclusive, non-transferable, revocable license to display Sancta, LLC’s trademarks, service marks, and logos (collectively, the “Sancta, LLC Marks") solely in connection with Subscriber's authorized use of the Platform. Subscriber shall not use the Sancta, LLC Marks in any manner that: (a) implies sponsorship or endorsement by Sancta, LLC of any product, service, or statement not authorized in writing; (b) modifies, distorts, or otherwise alters the Sancta, LLC Marks; (c) is likely to cause confusion as to the source or origin of goods or services; or (d) violates any trademark usage guidelines provided by Sancta, LLC from time to time. All goodwill arising from use of the Sancta, LLC Marks inures solely to the benefit of Sancta, LLC.

10.4 No Rights to Underlying Technology

Subscriber acknowledges and agrees that Subscriber obtains no rights whatsoever in or to: (a) the source code, object code, or underlying architecture of the Platform; (b) any algorithms, data models, machine learning models, or artificial intelligence systems incorporated into the Platform; (c) any application programming interfaces (APIs) or software development kits (SDKs) made available by Sancta, LLC except as expressly permitted under a separate written agreement; or (d) any proprietary methodologies, processes, or know-how embodied in the Platform. Subscriber shall not, and shall ensure that its Authorized Users do not, attempt to: (i) reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform; (ii) create derivative works based on the Platform; or (iii) sublicense, resell, or commercialize the Platform or any component thereof without Sancta, LLC’s prior written consent.

10.5 Feedback

If Subscriber or any of its Authorized Users provides Sancta, LLC with suggestions, ideas, recommendations, enhancement requests, bug reports, corrections, or other feedback regarding the Platform or Services (collectively, "Feedback"), such Feedback is provided voluntarily and on a non-confidential basis. Subscriber hereby grants Sancta, LLC a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, display, and otherwise exploit the Feedback in any manner and for any purpose, including incorporation into the Platform or other products and services, without compensation, attribution, or notice to Subscriber. Sancta, LLC shall have no obligation to implement, act upon, or respond to any Feedback, and no Feedback shall create any confidentiality obligation on Sancta, LLC’s part.

10.6 Copyright Policy and DMCA Procedure

Sancta, LLC respects the intellectual property rights of others and expects Subscriber and its Authorized Users to do the same. Sancta, LLC maintains a separate Copyright Policy, incorporated herein by reference, that describes Sancta, LLC’s procedures for receiving, processing, and responding to claims of copyright infringement under the Digital Millennium Copyright Act of 1998 ("DMCA"), 17 U.S.C. § 512. If Subscriber believes that content accessible through the Platform infringes a copyright held by Subscriber, Subscriber should submit a notice of claimed infringement to Sancta, LLC’s designated DMCA agent as set forth in the Copyright Policy. Sancta, LLC reserves the right to remove or disable access to content alleged to be infringing and to terminate the accounts of repeat infringers in accordance with applicable law and its Copyright Policy.

10.7 Trade Secret Acknowledgment

Subscriber acknowledges that the Platform and the Provider IP, including without limitation the architecture, design, algorithms, machine learning models, and business logic embedded therein, constitute valuable trade secrets of Sancta, LLC and/or its licensors. Subscriber agrees to maintain the confidentiality of any non-public information regarding the Platform's technical implementation that Subscriber may observe or receive in connection with its use of the Services, and to take all reasonable precautions to prevent unauthorized disclosure of such information. This obligation shall survive the termination or expiration of these Terms.

10.8 Reservation of Rights

All rights, title, and interests in and to the Platform, Provider IP, and Sancta, LLC Marks not expressly granted to Subscriber under these Terms are hereby reserved by Sancta, LLC and its licensors. No license or right is granted by implication, estoppel, or otherwise. Any use of the Platform beyond the scope of the licenses expressly granted herein is strictly prohibited and may constitute infringement of Sancta, LLC’s intellectual property rights, for which Sancta, LLC may seek all available legal and equitable remedies.

11. THIRD-PARTY SERVICES AND INTEGRATIONS

11.1 Third-Party Platform Infrastructure

Subscriber acknowledges that the Platform is built upon technology provided by GoHighLevel, LLC (“GHL” or the "Third-Party Platform Provider"). Sancta, LLC operates as a reseller, licensee, or authorized partner of GHL and makes the Platform available to Subscriber through such arrangement.

11.2 Third-Party Platform Provider Modifications

Subscriber acknowledges that the Third-Party Platform Provider(s) may, at any time and without prior notice to Sancta, LLC or Subscriber, modify, update, deprecate, or discontinue features, functionality, APIs, or services that form part of or integrate with the Platform. Sancta, LLC will use commercially reasonable efforts to communicate material changes to Subscriber where Sancta, LLC receives advance notice from the Third-Party Platform Provider; however, Sancta, LLC makes no guarantee of advance notice and shall not be liable for any disruption, degradation, or loss of functionality resulting from Third-Party Platform Provider modifications. Sancta, LLC reserves the right to adapt, modify, or substitute components of the Platform in response to such changes without Subscriber's consent.

11.3 Provider Not Responsible for Third-Party Performance

Sancta, LLC is not responsible or liable for the availability, reliability, security, accuracy, performance, or continued operation of any Third-Party Platform Provider's systems, infrastructure, or services. Interruptions in service or degraded performance attributable to a Third-Party Platform Provider shall not constitute a breach by Sancta, LLC of these Terms or any service level commitment, and Subscriber's sole remedy in such circumstances shall be directed to the applicable Third-Party Platform Provider to the extent Subscriber has a direct contractual relationship with such provider.

11.4 Third-Party Integrations Generally

The Platform may offer or support integrations with third-party services and applications, including without limitation payment processors, telephony providers, messaging platforms, calendar applications, email services, electronic health record systems, and other technology platforms (each, a "Third-Party Integration"). Subscriber's use of any Third-Party Integration is entirely at Subscriber's own risk. Sancta, LLC makes no representation or warranty regarding the suitability, security, functionality, accuracy, legality, or fitness for purpose of any Third-Party Integration, and Sancta, LLC shall have no liability for any claims, losses, or damages arising from Subscriber's use of or reliance upon any Third-Party Integration.

11.5 Subscriber Compliance with Third-Party Terms

Subscriber is solely responsible for reviewing, understanding, and complying with the terms of service, privacy policies, data processing agreements, and all other applicable agreements governing any Third-Party Integration that Subscriber elects to enable or use in connection with the Platform. Subscriber represents and warrants that its use of any Third-Party Integration complies with all applicable third-party terms and with all applicable laws, regulations, and industry standards, including without limitation the Telephone Consumer Protection Act (TCPA), the Payment Card Industry Data Security Standard (PCI-DSS), and any applicable healthcare interoperability requirements. Sancta, LLC is not a party to any agreement between Subscriber and a Third-Party Integration provider, and any dispute regarding a Third-Party Integration must be resolved directly between Subscriber and the applicable provider.

11.6 Subscriber's Own Accounts

Certain Third-Party Integrations require Subscriber to maintain an independent account directly with the applicable third-party provider. Subscriber is solely responsible for establishing, maintaining, and paying for any such accounts, and for ensuring that such accounts remain in good standing and compliant with the applicable provider's terms. Sancta, LLC may facilitate the connection between Subscriber's account and the Platform as a technical service, but does not assume any obligations of Subscriber under such third-party accounts and shall have no liability for any suspension, termination, or modification of Subscriber's access to a third-party service by the applicable provider.

11.7 No Warranties Regarding Third-Party Services

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SANCTA, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY THIRD-PARTY PLATFORM PROVIDER TECHNOLOGY AND ANY THIRD-PARTY INTEGRATION, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. AI FEATURES

12.1 Nature of AI Features; Convenience Tools Only

The Platform may include or make available artificial intelligence and machine learning-powered features, including without limitation AI-generated content drafting, AI chat assistants, AI voice capabilities, automated outreach, predictive analytics, and similar functionality (collectively, "AI Features"). AI Features are provided solely as convenience tools to assist Subscriber in certain administrative, operational, and communications tasks. AI Features do not constitute a professional service of any kind and do not replace the judgment, expertise, or responsibility of qualified healthcare professionals, legal counsel, financial advisors, or any other licensed professional.

12.2 Disclaimer of Accuracy; Potential for Error

Subscriber acknowledges and agrees that AI-generated outputs, including without limitation text, summaries, recommendations, responses, and analyses, may be inaccurate, incomplete, outdated, biased, or otherwise in error. AI Features are based on statistical models and pattern recognition techniques that are inherently probabilistic and imperfect. Sancta, LLC makes no representation or warranty that any AI-generated output is accurate, reliable, complete, or fit for any particular purpose. The inclusion of AI-generated content in the Platform does not constitute an endorsement of that content by Sancta, LLC.

12.3 AI Does Not Provide Professional Advice

AI FEATURES DO NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS MEDICAL, CLINICAL, DIAGNOSTIC, THERAPEUTIC, LEGAL, FINANCIAL, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. NO PHYSICIAN-PATIENT, ATTORNEY-CLIENT, OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED BY USE OF AI FEATURES. SUBSCRIBER SHALL NOT USE OR PRESENT AI-GENERATED OUTPUTS AS A SUBSTITUTE FOR QUALIFIED PROFESSIONAL JUDGMENT.

12.4 Mandatory Review Before Use with Patients

Subscriber and its Authorized Users, including all licensed healthcare providers operating under Subscriber's account, must independently review, verify, and exercise independent professional judgment with respect to all AI-generated content before using, communicating, or relying upon such content in connection with patient care, patient communications, clinical documentation, or any other clinical or operational purpose. Subscriber bears sole and exclusive responsibility for all decisions made or actions taken in reliance on AI-generated content, and Sancta, LLC shall have no liability therefor.

12.5 Prohibition on Inputting Protected Health Information into AI Features

CRITICAL RESTRICTION: Subscriber is strictly prohibited from inputting, uploading, transmitting, or otherwise processing Protected Health Information ("PHI"), as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, into any AI Feature, unless Sancta, LLC has expressly designated such AI Feature as HIPAA-compliant in writing and the parties have executed a valid Business Associate Agreement specifically covering the processing of PHI through such AI Feature. Subscriber acknowledges that certain AI Features are powered by third-party artificial intelligence providers whose systems are not designed or certified for the processing of PHI, and that unauthorized input of PHI into such systems may constitute a HIPAA breach for which Subscriber assumes sole liability.

Prior to using any AI Feature in connection with patient-related information, Subscriber shall: (a) determine whether such AI Feature has been designated as HIPAA-compliant by Sancta, LLC; (b) de-identify all patient information in accordance with HIPAA's Safe Harbor or Expert Determination de-identification standards if the AI Feature has not been so designated; and (c) train all Authorized Users on this restriction prior to granting them access to AI Features.

12.6 Disclosure of AI Interactions to End Users and Patients

Subscriber is solely responsible for ensuring that all end users and patients who interact with AI-powered features through Subscriber's deployment of the Platform receive all legally required disclosures regarding the automated nature of such interactions. Subscriber's disclosure obligations include, without limitation:

(a) FCC AI Disclosure Requirements: As required by applicable Federal Communications Commission rules and guidance, Subscriber must clearly and conspicuously disclose to recipients when calls or messages are generated using artificial intelligence, including AI-generated voices or text. Subscriber shall not use AI-generated voice or messaging capabilities to deceive recipients regarding the AI-generated nature of a communication.

(b) State Law Disclosures: Many states have enacted or are enacting laws requiring disclosure of AI involvement in consumer or patient communications. Subscriber is solely responsible for identifying and complying with all applicable state disclosure requirements in each jurisdiction in which Subscriber operates.

(c) AI Voice Feature Identification: Any AI voice feature deployed by Subscriber must, at the commencement of each interaction, clearly identify itself as an automated artificial intelligence system and not as a human being. Subscriber must configure all AI voice features accordingly and may not instruct or permit AI voice features to represent themselves as human. This requirement applies regardless of whether the call is inbound, outbound, or involves a call transfer.

12.7 No Reliance on AI for Clinical Decision-Making

AI Features must not be used as the basis for clinical decision-making, including without limitation diagnosis, treatment selection, medication dosing, triage, discharge planning, or any other decision that directly affects patient health, safety, or welfare. Subscriber acknowledges that the Platform is not a medical device, has not been reviewed or cleared by the U.S. Food and Drug Administration (FDA) as a clinical decision support tool, and is not intended to satisfy the requirements of any clinical decision support safe harbor under applicable regulatory guidance. The decision to use AI Feature output in any patient care context rests entirely with the licensed clinician, who assumes all professional and legal responsibility therefor.

12.8 Assumption of Risk; Indemnification for AI Use

Subscriber assumes all risk and liability arising from its use of, or any Authorized User's use of, AI Features, including all risk arising from AI-generated content that is inaccurate, incomplete, biased, inappropriate, or harmful. In addition to and without limiting the general indemnification obligations set forth in Section 15 (Indemnification) of these Terms, Subscriber shall defend, indemnify, and hold harmless Sancta, LLC and its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, actions, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Subscriber's or any Authorized User's use of AI Features; (b) any AI-generated content created, distributed, or acted upon by Subscriber or its Authorized Users; (c) Subscriber's failure to comply with the PHI prohibition in Section 12.5; (d) Subscriber's failure to make required disclosures regarding AI interactions; or (e) any clinical or professional decision made in reliance upon AI-generated output.

12.9 Modification or Discontinuation of AI Features

Sancta, LLC may, at any time and in its sole discretion, modify, limit, suspend, or discontinue any AI Feature, in whole or in part, without prior notice to Subscriber and without liability. The availability of AI Features may be affected by, among other things, changes to third-party AI provider capabilities or terms, regulatory developments, technical limitations, or Sancta, LLC’s business judgment. Subscriber shall not rely on the continued availability of any AI Feature in making operational decisions or investments.

12.10 Third-Party AI Provider Terms

AI Features may be powered by third-party artificial intelligence providers, including without limitation large language model providers and voice synthesis providers (each, a "Third-Party AI Provider"). Subscriber's use of AI Features is subject to the terms of service and acceptable use policies of any applicable Third-Party AI Provider, and Subscriber agrees to comply with such terms. Sancta, LLC shall have no liability for any modification, suspension, or termination of Third-Party AI Provider services, and any such change shall not constitute a breach of these Terms by Sancta, LLC.

13. DISCLAIMER OF WARRANTIES

13.1 "As-Is" and "As-Available" Basis

THE PLATFORM AND ALL SERVICES ARE PROVIDED STRICTLY ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Sancta, LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SERVICES, OR ANY CONTENT, DATA, OR MATERIALS MADE AVAILABLE THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, SANCTA, LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) ANY IMPLIED WARRANTY OF TITLE OR NON-INFRINGEMENT; (III) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (IV) ANY WARRANTY THAT THE PLATFORM OR SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SANCTA, LLC OR ANY OF ITS REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13.2 No Warranty of Uninterrupted or Error-Free Service

SANCTA, LLC DOES NOT WARRANT THAT: (A) THE PLATFORM OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR IN ANY PARTICULAR LOCATION; (B) THE PLATFORM OR SERVICES WILL OPERATE WITHOUT INTERRUPTION, DELAY, OR ERROR; (C) ANY DEFECTS OR ERRORS IN THE PLATFORM OR SERVICES WILL BE IDENTIFIED, REPORTED, OR CORRECTED; (D) THE PLATFORM OR SERVICES WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; OR (E) THE PLATFORM OR SERVICES WILL BE SECURE AGAINST ALL FORMS OF UNAUTHORIZED ACCESS OR CYBER ATTACK. SUBSCRIBER ACKNOWLEDGES THAT PLANNED AND UNPLANNED MAINTENANCE WINDOWS, THIRD-PARTY INFRASTRUCTURE OUTAGES, AND OTHER EVENTS OUTSIDE SANCTA, LLC’S CONTROL MAY RENDER THE PLATFORM TEMPORARILY UNAVAILABLE.

13.3 No Warranty of Regulatory Compliance

SANCTA, LLC DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE PLATFORM OR SERVICES, AS USED BY SUBSCRIBER IN SUBSCRIBER'S SPECIFIC OPERATIONAL CONTEXT, WILL SATISFY THE REQUIREMENTS OF ANY APPLICABLE HEALTHCARE LAW, REGULATION, OR STANDARD, INCLUDING WITHOUT LIMITATION HIPAA, THE HITECH ACT, STATE PRIVACY LAWS, STATE TELEMEDICINE REGULATIONS, MEDICARE AND MEDICAID CONDITIONS OF PARTICIPATION, OR ANY OTHER REGULATORY REQUIREMENT APPLICABLE TO SUBSCRIBER'S HEALTHCARE PRACTICE OR BUSINESS. SUBSCRIBER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE PLATFORM COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS. THE PROVISION OF A BUSINESS ASSOCIATE AGREEMENT BY SANCTA, LLC DOES NOT CONSTITUTE A WARRANTY THAT THE PLATFORM IS CERTIFIED, COMPLIANT, OR APPROVED FOR ANY SPECIFIC REGULATORY PURPOSE.

13.4 No Warranty Regarding Platform Meeting Subscriber's Requirements

Subscriber acknowledges that it has independently evaluated the Platform and Services and has not relied on any representation or warranty by Sancta, LLC that the Platform will meet Subscriber's specific business, clinical, operational, or technical requirements. Sancta, LLC does not warrant that the Platform includes any particular feature or functionality that Subscriber may need or expect, and Subscriber is responsible for conducting its own due diligence prior to subscribing.

13.5 No Warranty Regarding AI Feature Accuracy

SANCTA, LLC MAKES NO WARRANTY OF ANY KIND REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SAFETY, OR SUITABILITY OF ANY OUTPUT GENERATED BY AI FEATURES. AI-GENERATED CONTENT IS PROVIDED SOLELY AS A CONVENIENCE TOOL AND MAY CONTAIN ERRORS, HALLUCINATIONS, BIASES, OR OTHER DEFECTS. SUBSCRIBER ASSUMES ALL RISK ASSOCIATED WITH THE USE OF AI-GENERATED CONTENT.

13.6 No Warranty Regarding Third-Party Services

SANCTA, LLC MAKES NO WARRANTY OF ANY KIND REGARDING ANY THIRD-PARTY PLATFORM PROVIDER TECHNOLOGY, THIRD-PARTY INTEGRATION, OR ANY OTHER SERVICE, PRODUCT, SOFTWARE, OR CONTENT MADE AVAILABLE BY THIRD PARTIES IN CONNECTION WITH THE PLATFORM, WHETHER OR NOT SANCTA, LLC HAS RECOMMENDED, ENDORSED, OR FACILITATED ACCESS TO SUCH THIRD-PARTY SERVICE.

13.7 Platform Is Not a Medical Device; Provider Does Not Practice Medicine

The Platform is a business operations and communications software platform designed to support healthcare providers in managing their practices. Sancta, LLC is a software and technology company and does not practice medicine, nursing, or any other licensed healthcare profession. Nothing in the Platform, including any AI Feature, constitutes the practice of medicine or the provision of clinical care. The Platform has not been submitted to or cleared by the U.S. Food and Drug Administration as a medical device, clinical decision support software, or any other regulated product category, and it is Subscriber's responsibility to ensure that its use of the Platform complies with applicable FDA regulations and guidance regarding software in healthcare settings.

13.8 Acknowledgment of Inherent Risks

Subscriber acknowledges the inherent risks associated with cloud-based healthcare technology, including without limitation: (a) the risk of data breaches, cyberattacks, or unauthorized access despite reasonable security measures; (b) the risk of data loss due to hardware failure, software errors, or force majeure events; (c) the risk of service interruptions due to internet connectivity issues, third-party infrastructure failures, or planned maintenance; and (d) the risk that technology obsolescence or regulatory changes may require modifications to the Platform. Subscriber assumes all such risks as a condition of using the Platform.

13.9 Jurisdictional Limitations

Some jurisdictions do not permit the exclusion of certain warranties, or limit the duration of implied warranties, or prohibit disclaimers of implied warranties in connection with transactions with consumers. To the extent that any such jurisdiction's law applies to these Terms and prohibits the exclusion of any warranty otherwise disclaimed in this Section 13, such exclusion shall not apply, and the applicable warranty shall be limited to the minimum scope and duration required by such law. Nothing in this Section 13 shall be construed to exclude liability that cannot be excluded under applicable law.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Consequential and Related Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SANCTA, LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “SANCTA, LLC PARTIES") BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND; (B) LOSS OF PROFITS OR ANTICIPATED REVENUE; (C) LOSS OF DATA, CONTENT, OR RECORDS; (D) LOSS OF GOODWILL OR REPUTATION; (E) COST OF SUBSTITUTE GOODS OR SERVICES; (F) BUSINESS INTERRUPTION OR OPERATIONAL DOWNTIME; OR (G) ANY OTHER INTANGIBLE LOSSES; IN EACH CASE ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF WHETHER SANCTA, LLC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE SANCTA, LLC PARTIES TO SUBSCRIBER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR THE SERVICES SHALL BE LIMITED AS SET FORTH IN THE SAAS SUBSCRIPTION AGREEMENT EXECUTED BETWEEN THE PARTIES. IN THE ABSENCE OF AN EXECUTED SAAS SUBSCRIPTION AGREEMENT, SANCTA, LLC’S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

14.3 Theory of Liability

The exclusions and limitations set forth in this Section 14 apply regardless of the form of action, whether arising in contract, tort (including negligence or gross negligence), strict liability, product liability, misrepresentation, restitution, or any other legal or equitable theory, and regardless of whether Sancta, LLC or any of the Sancta, LLC Parties has been advised of the possibility of such damages or losses.

14.4 Essential Basis of the Bargain

Subscriber acknowledges and agrees that the disclaimers of warranties in Section 13 and the limitations of liability in this Section 14 are fundamental elements of the basis of the bargain between Sancta, LLC and Subscriber, and that Sancta, LLC would not have entered into these Terms or provided the Platform or Services at the subscription fees charged without such limitations. The subscription fees reflect an allocation of risk that is commercially reasonable and appropriate given the nature of the Platform and Services. Subscriber has had the opportunity to negotiate these Terms and, if desired, to obtain separate insurance coverage for risks not borne by Sancta, LLC hereunder.

14.5 Carve-Outs from Limitations

Notwithstanding any other provision of this Section 14, the limitations and exclusions set forth herein shall NOT apply to, and nothing in these Terms shall be construed to limit Sancta, LLC’s liability for:

(a) Damages resulting from Sancta, LLC’s gross negligence or willful misconduct;

(b) Sancta, LLC’s intentional, knowing, or reckless disclosure of Subscriber's Protected Health Information in violation of the applicable Business Associate Agreement;

(c) Sancta, LLC’s indemnification obligations as expressly set forth in these Terms;

(d) Sancta, LLC’s infringement or misappropriation of Subscriber's intellectual property rights;

(e) Fraud or fraudulent misrepresentation by Sancta, LLC; or

(f) Any liability that cannot be excluded or limited under applicable law.

14.6 Multiple Claims; Aggregate Application

The aggregate liability cap set forth in Section 14.2 applies to the total of all claims brought by Subscriber against any or all of the Sancta, LLC Parties, regardless of the number of claims, the number of Sancta, LLC Parties named, or the legal theories advanced. Multiple claims shall not serve to expand the aggregate cap, and the cap shall apply to all claims collectively rather than on a per-claim or per-incident basis.

14.7 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of liability for consequential, incidental, or punitive damages, or do not allow limitations on the aggregate liability for personal injury or consumer protection claims. To the extent that any such jurisdiction's law applies to these Terms and restricts the exclusions or limitations set forth in this Section 14, such exclusions and limitations shall apply to the maximum extent permitted by applicable law. At a minimum, the aggregate cap in Section 14.2 shall apply as the maximum permissible limitation of Sancta, LLC’s liability in any such jurisdiction.

SECTION 15. INDEMNIFICATION

15.1 Subscriber Indemnification

Subscriber shall defend, indemnify, and hold harmless Sancta, LLC, its affiliates, and their respective officers, directors, employees, agents, and successors (collectively, the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Subscriber’s breach of these Terms or any Policy incorporated herein; (b) Subscriber’s violation of applicable law; (c) Subscriber’s misuse of the Platform; (d) claims by Subscriber’s patients, end users, or other third parties arising from Subscriber’s use of the Platform; or (e) Subscriber’s use of AI Features. The detailed indemnification obligations of each party, including specific grounds, procedures, and limitations, are set forth in the SaaS Subscription Agreement.

15.2 Provider Indemnification

Sancta, LLC’s indemnification obligations to Subscriber, including defense of third-party intellectual property infringement claims and claims arising from Sancta, LLC’s own gross negligence or willful misconduct, are set forth in the SaaS Subscription Agreement.

15.3 Indemnification Procedure

(a) Prompt Notice. The party seeking indemnification shall promptly notify the indemnifying party in writing of any claim. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced. The detailed indemnification procedures, including control of defense, cooperation, and settlement provisions, are set forth in the SaaS Subscription Agreement.

SECTION 16. TERM AND TERMINATION

16.1 Term

These Terms of Service commence on the date Subscriber creates an account, clicks an acceptance button, or otherwise affirmatively accepts these Terms (the "Effective Date") and continue in full force and effect until terminated in accordance with this Section 16 (the "Term").

16.2 Subscription Periods and Renewal

Subscriber's access to the Platform is conditioned upon active payment of applicable Subscription Fees for the selected subscription period. Subscription periods are available on a monthly or annual basis as set forth in the applicable Order Form or checkout flow. Unless Subscriber cancels prior to the end of the then-current subscription period in accordance with Section 16.3, each subscription period will automatically renew for a successive period of the same duration at Sancta, LLC’s then-current subscription rates. Sancta, LLC will use commercially reasonable efforts to provide notice of any fee change at least thirty (30) days prior to the renewal date.

16.3 Cancellation by Subscriber

Subscriber may cancel its subscription at any time in accordance with the cancellation procedures set forth in the SaaS Subscription Agreement, or by sending written notice to Sancta, LLC at [email protected]. The effective date of cancellation, any refund entitlements, and post-cancellation data retrieval rights are governed by the SaaS Subscription Agreement.

16.4 Termination or Suspension by Sancta, LLC

Sancta, LLC may suspend Subscriber's access to the Platform, terminate Subscriber's account, or terminate these Terms, in each case as specified below:

(a) Material Breach. If Subscriber commits a material breach of these Terms (other than a breach described in clauses (b) through (f) below) and fails to cure such breach within thirty (30) days after Sancta, LLC delivers written notice specifying the nature of the breach, Sancta, LLC may terminate these Terms upon written notice at the end of such cure period. For purposes of this provision, breaches that are by their nature incapable of cure shall not require a cure period, and Sancta, LLC may terminate immediately.

(b) Non-Payment. If Subscriber fails to pay any Subscription Fee or other amount due under these Terms when due, Sancta, LLC may suspend Subscriber's access to the Platform upon five (5) days' prior notice and terminate these Terms if such nonpayment remains uncured for fifteen (15) days following the applicable due date. During any suspension period, Subscriber's payment obligations continue to accrue.

(c) Prohibited Use or Acceptable Use Policy Violation. If Subscriber engages in any Prohibited Use as defined in Section 5 or materially violates Sancta, LLC’s Acceptable Use Policy, Sancta, LLC may immediately suspend or terminate Subscriber's access without prior notice or cure period.

(d) HIPAA Violation or PHI Breach. If Subscriber commits a material breach of the Business Associate Agreement, violates applicable HIPAA/HITECH requirements through the Platform, or causes or permits an unauthorized disclosure of PHI or ePHI, Sancta, LLC may immediately terminate or suspend Subscriber's access without prior notice or cure period. Sancta, LLC reserves the right to take any additional action required by applicable law or regulation in response to such breach.

(e) Legal or Regulatory Requirement. If Sancta, LLC is required by applicable law, court order, regulatory directive, or governmental authority to suspend or terminate Subscriber's access, Sancta, LLC may do so immediately upon such requirement and without liability to Subscriber.

(f) Extended Inactivity. If Subscriber's account has had no login activity for a continuous period of twelve (12) or more months and Subscriber has no outstanding paid subscription, Sancta, LLC may, upon thirty (30) days' advance written notice to Subscriber's registered email address, terminate the account and delete associated data.

16.5 Effect of Termination

Upon expiration or termination of these Terms for any reason:

(a) License Termination. All licenses and rights granted to Subscriber under these Terms shall immediately and automatically terminate, and Subscriber shall immediately cease all use of the Platform.

(b) Data Retrieval. Subscriber’s rights regarding data retrieval and export following termination are governed by the SaaS Subscription Agreement. In the absence of an executed SaaS Subscription Agreement, Sancta, LLC may permanently delete Subscriber Data ninety (90) days following termination.

(c) Accrued Fees. All outstanding and accrued Fees owed by Subscriber to Sancta, LLC shall become immediately due and payable upon termination, as further specified in the SaaS Subscription Agreement.

(d) Refunds. Subscriber’s entitlement to any prorated refund of prepaid Fees upon termination is governed exclusively by the SaaS Subscription Agreement.

16.6 Survival

The following provisions shall survive the expiration or termination of these Terms for any reason: Section 2 (Definitions), Section 6 (HIPAA and Healthcare Compliance), Section 8 (Fees and Payment — with respect to amounts accrued prior to termination), Section 9 (Subscriber Data and Privacy — with respect to data retained or deleted post-termination), Section 10 (Intellectual Property), including Section 10.7 (Trade Secret Acknowledgment), Section 12 (AI Features), Section 13 (Disclaimer of Warranties), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16.5 (Effect of Termination), Section 16.6 (Survival), Section 17 (Dispute Resolution), Section 18 (General Provisions), and any other provisions that by their nature or express terms are intended to survive termination.

SECTION 17. DISPUTE RESOLUTION

17.1 Governing Law

These Terms of Service and any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the relationship between the parties (each, a "Dispute") shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.

17.2 Mandatory Informal Resolution Period

Before initiating any arbitration or court proceeding, the party asserting a Dispute (the "Claimant") must first provide written notice to the other party describing the nature of the Dispute, the relief sought, and the factual basis for the claim ("Dispute Notice"). The parties shall negotiate in good faith for a period of thirty (30) calendar days from receipt of the Dispute Notice (the "Informal Resolution Period") to attempt to resolve the Dispute without formal proceedings. Neither party may commence arbitration or litigation (except for emergency equitable relief as provided in Section 17.6) until the Informal Resolution Period has expired without resolution. The Informal Resolution Period may be extended by mutual written agreement of the parties.

17.3 Mandatory Binding Arbitration

Subject to Sections 17.5 and 17.6, any Dispute that is not resolved during the Informal Resolution Period shall be finally and exclusively resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes (together, the "AAA Rules"), as in effect at the time the arbitration is initiated, except as modified by these Terms. The AAA Rules are available at www.adr.org. Arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, failing agreement, appointed in accordance with the AAA Rules. The arbitration shall be conducted in Boynton Beach, Florida, or, if both parties agree, by video conference or telephonically. The arbitrator shall have exclusive authority to resolve any Dispute, including any challenge to the enforceability or applicability of this arbitration provision, except as provided in Section 17.4. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Judgment on the award may be entered in any court having jurisdiction.

17.4 Class Action and Collective Proceeding Waiver

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN OR INITIATE, AS A PLAINTIFF, CLASS MEMBER, OR CLAIMANT, ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, MASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING IN ARBITRATION OR IN COURT. ALL DISPUTES MUST BE BROUGHT AND RESOLVED ON AN INDIVIDUAL BASIS ONLY. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS, CONDUCT A CLASS ARBITRATION, OR AWARD RELIEF TO ANY PERSON OR ENTITY WHO IS NOT A NAMED PARTY TO THE ARBITRATION. If a court of competent jurisdiction or the arbitrator determines that any portion of this Section 17.4 is unenforceable with respect to a particular claim, then that claim (and only that claim) shall be severed from arbitration and litigated in a court of competent jurisdiction as set forth in Section 17.7, and all remaining claims shall proceed in arbitration on an individual basis. If a court determines that the class action waiver as a whole is unenforceable, then the entire arbitration agreement in Section 17.3 shall be null and void with respect to such claim, and the parties shall litigate that claim in court.

17.5 Small Claims Court Exception

Notwithstanding Section 17.3, either party may, at its election, bring any Dispute that falls within the jurisdictional limits of a small claims court of competent jurisdiction in the venue identified in Section 17.7, provided that the action remains in small claims court and is not removed or appealed to a court of general jurisdiction. Either party may file in small claims court as an alternative to arbitration, but in no event may either party file a class action in small claims court.

17.6 Equitable Relief Exception

Notwithstanding Section 17.3, either party may seek emergency or interim injunctive or other equitable relief from a court of competent jurisdiction in the State of Florida without first completing the Informal Resolution Period, solely to prevent irreparable harm arising from: (a) actual or threatened misappropriation of trade secrets or confidential information; (b) actual or threatened infringement of intellectual property rights; (c) actual or threatened breach of confidentiality obligations under Section 10.7; or (d) any unauthorized use of the Platform that poses a material risk of harm to Sancta, LLC’s infrastructure or third parties. The pursuit of equitable relief shall not constitute a waiver of the right or obligation to arbitrate the underlying Dispute.

17.7 Venue for Court Proceedings

For any Dispute that is not subject to arbitration under these Terms, or for purposes of entry of judgment on an arbitral award, or for emergency equitable relief under Section 17.6, the parties irrevocably consent to the exclusive personal jurisdiction of the state and federal courts located in Boynton Beach, Florida, and waive any objection to the laying of venue of such proceedings in such courts or any claim that such courts are an inconvenient forum. For purposes of this Section, the applicable federal court shall be the United States District Court for the Southern District of Florida.

17.8 Costs and Attorneys' Fees

Each party shall bear its own costs and expenses incurred in connection with any Dispute, including filing fees and expert costs, subject to the AAA Rules governing fee allocation. Notwithstanding the foregoing, the prevailing party in any arbitration or court proceeding arising under these Terms shall be entitled to recover its reasonable attorneys' fees, paralegal fees, and court costs from the non-prevailing party, to the extent permitted by applicable law. For purposes of this Section, a party is the "prevailing party" if it obtains a judgment, award, or relief that is materially consistent with the primary relief it sought.

17.9 Opt-Out of Class Action Waiver

Subscriber may opt out of the class action waiver in Section 17.4 within thirty (30) days of the Effective Date by sending a written opt-out notice to [email protected] with the subject line "Class Action Waiver Opt-Out" and including Subscriber's name, account number, and a statement that Subscriber elects to opt out of the class action waiver. If Subscriber timely opts out of the class action waiver, the arbitration agreement in Section 17.3 shall remain in full force and effect on an individual basis; Subscriber and Sancta, LLC agree that any class-action claim shall be litigated exclusively in the courts identified in Section 17.7. The opt-out right applies only to the class action waiver in Section 17.4 and does not affect any other provision of this Section 17.

SECTION 18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms of Service, together with the Privacy Policy, Acceptable Use Policy, Business Associate Agreement (if applicable), any executed Order Forms, and all Policies and Schedules incorporated herein by reference, constitute the entire agreement between Sancta, LLC and Subscriber with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, representations, warranties, agreements, statements, and understandings, whether oral or written, relating to the Platform or the subject matter of these Terms. In the event of any conflict between these Terms and any Order Form, the Order Form shall control solely with respect to the conflicting term and only for the subscription described in that Order Form.

18.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, unenforceable, or contrary to applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if it cannot be so modified, it shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect as if the invalid or unenforceable provision had never been included. The parties agree to negotiate in good faith a replacement provision that is valid and enforceable and that achieves, to the greatest extent possible, the original intent and economic effect of the severed provision.

18.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall constitute or operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any breach or default under these Terms shall not be deemed a waiver of any subsequent breach or default of the same or any other provision. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.

18.4 Assignment

Sancta, LLC may freely assign, transfer, or delegate any of its rights or obligations under these Terms, including in connection with a merger, acquisition, sale of all or substantially all of its assets, corporate restructuring, or operation of law, without Subscriber's prior consent. Subscriber may not assign, transfer, sublicense, or delegate any of its rights or obligations under these Terms, in whole or in part, whether by operation of law or otherwise, without Sancta, LLC’s prior written consent, which Sancta, LLC may withhold in its sole discretion. Any purported assignment by Subscriber without Sancta, LLC’s prior written consent shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

18.5 Force Majeure

Neither party shall be liable to the other for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by events or circumstances beyond such party's reasonable control, including without limitation: acts of God, natural disasters, earthquakes, floods, fires, hurricanes, or other severe weather events; epidemics, pandemics, public health emergencies, or government-mandated quarantines; acts of war, terrorism, civil unrest, insurrection, or riot; actions or omissions of governmental or regulatory authorities; embargoes, sanctions, or trade restrictions; labor disputes or strikes (other than those involving the party's own employees); failures or disruptions of third-party infrastructure, telecommunications, internet service providers, or utility services; cyber attacks, DDoS attacks, or other malicious third-party acts outside the party's reasonable control; or any other cause beyond the party's reasonable control (each, a "Force Majeure Event"). The party affected by a Force Majeure Event shall: (a) provide prompt written notice to the other party describing the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate and overcome the Force Majeure Event; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice without liability, except that Subscriber shall remain obligated to pay for any Platform access actually received through the date of termination, and Sancta, LLC shall refund any prepaid fees for the unused portion of any prepaid subscription period.

18.6 Notices

All routine business notices, including account-related communications, product updates, and billing notices, may be provided by Sancta, LLC by email to the address on file for Subscriber's account and shall be deemed delivered when sent. All legal notices, including notices of breach, termination, indemnification demands, or arbitration, must be provided in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier, addressed to the receiving party; (c) three (3) business days after deposit in the United States mail, sent by certified or registered mail, return receipt requested, postage prepaid, addressed to the receiving party; or (d) upon confirmed email delivery if the sending party receives electronic confirmation that the email was received and opened. Legal notices to Sancta, LLC shall be sent to the address set forth in Section 19. Legal notices to Subscriber shall be sent to the address or email Subscriber has registered with its account. Either party may update its notice address by providing written notice in accordance with this Section.

18.7 Independent Contractor Relationship

The relationship between Sancta, LLC and Subscriber under these Terms is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment relationship, franchise, agency, fiduciary duty, or any other form of association between the parties. Neither party has the authority to bind the other party, incur obligations on the other party's behalf, make representations or warranties on behalf of the other party, or otherwise act as an agent of the other party. Neither party shall represent itself to any third party as having authority to act on behalf of the other party.

18.8 No Third-Party Beneficiaries

These Terms are entered into solely for the benefit of Sancta, LLC and Subscriber. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of these Terms, except that Sancta, LLC’s licensors and suppliers are express third-party beneficiaries of Sancta, LLC’s intellectual property rights and limitation-of-liability protections to the extent applicable to the licensed or supplied components.

18.9 Amendments

Sancta, LLC reserves the right to modify, update, or replace any provision of these Terms at any time. For non-material modifications (such as clarifications, formatting corrections, or changes required by law), Sancta, LLC will update the "Last Updated" date at the top of these Terms, and such modifications will be effective immediately. For material modifications that adversely affect Subscriber's rights or obligations, Sancta, LLC will provide at least thirty (30) days' advance written notice to Subscriber's registered email address ("Amendment Notice"). If Subscriber continues to use the Platform after the effective date of any modified Terms, Subscriber's continued use constitutes Subscriber's acceptance of the modified Terms. If Subscriber objects to any material modification, Subscriber's sole remedy is to cancel its subscription prior to the effective date of the modification in accordance with Section 16.3; in such case, Subscriber will not be entitled to a refund of any prepaid fees unless the modification constitutes a material adverse change and Subscriber cancels within the notice period. Notwithstanding the foregoing, any modification that (i) increases Subscriber's payment obligations, (ii) materially limits the functionality of the Platform in ways not described in these Terms, or (iii) modifies the arbitration or class-action waiver provisions of Section 17, shall require Subscriber's affirmative acceptance before taking effect.

18.10 Electronic Communications Consent

By creating an account and using the Platform, Subscriber expressly consents to receive electronic communications from Sancta, LLC, including notices, disclosures, agreements, policies, receipts, confirmations, reminders, and other communications. Subscriber agrees that all agreements, notices, and disclosures provided to Subscriber electronically satisfy any legal requirement that such communications be in writing. Subscriber may withdraw this consent to electronic communications by contacting Sancta, LLC at [email protected]; however, withdrawal of consent to electronic communications may impair Subscriber's ability to use the Platform or receive legally required notices.

18.11 Headings and Section Titles

The headings, titles, and captions used in these Terms are included solely for convenience of reference and shall not affect the construction, interpretation, or enforceability of these Terms or any provision hereof.

18.12 Rules of Construction

These Terms shall be construed without regard to any presumption or rule requiring construction against the party drafting or causing these Terms to be drafted. The parties acknowledge that each party has had the opportunity to review these Terms and negotiate their content, and therefore no rule of strict construction shall apply against either party. As used in these Terms, (a) the word "including" means "including without limitation"; (b) references to a "Section" refer to a section of these Terms unless otherwise specified; (c) words in the singular include the plural and vice versa; (d) references to "days" mean calendar days unless otherwise specified; and (e) references to a statute or regulation include all amendments thereto and successor provisions.

18.13 Electronic Acceptance

Subscriber's acceptance of these Terms may be manifested by: (a) clicking an "I Agree," "Accept," or similar button or checkbox presented in connection with these Terms; (b) accessing or using the Platform after being presented with or notified of these Terms; (c) executing an Order Form that references these Terms; or (d) any other affirmative action indicating acceptance, as determined by Sancta, LLC in its reasonable discretion. Electronic acceptance in any of the foregoing forms shall have the same legal force and effect as a handwritten signature and shall be admissible in any legal proceeding to the same extent as an original written document. The parties acknowledge that these Terms may be executed electronically in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement.

18.14 Export Compliance

Subscriber represents and warrants that: (a) Subscriber is not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo or that has been designated a "terrorist supporting" country by the U.S. government; (b) Subscriber is not listed on any U.S. government list of prohibited or restricted parties, including the Treasury Department's list of Specially Designated Nationals or the Commerce Department's Entity List or Denied Persons List; and (c) Subscriber will not use or access the Platform in any manner that violates the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774), the U.S. International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), or any other applicable export control or sanctions laws or regulations. Subscriber agrees not to export, re-export, transfer, or otherwise make available the Platform or any related technology or documentation to any country, entity, or person in violation of applicable export control laws.

18.15 Government Use

If Subscriber is a U.S. federal government entity or contractor using the Platform in connection with a federal government contract, Subscriber acknowledges that the Platform is a commercial item as defined in 48 C.F.R. § 2.101, comprising "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, the U.S. government acquires the Platform only with those rights provided to commercial customers under these Terms. If any government agency or contracting authority requires rights in the Platform greater than those provided herein, Sancta, LLC must be notified and must agree in writing before any such greater rights are granted.

SECTION 19. CONTACT INFORMATION

19.1 Company Information

Company Name: Sancta, LLC

Principal Business Address: 2240 W. Woolbright Road, Suite 304, Boynton Beach, FL 33426

State of Formation: Florida

19.2 Customer Support

For general questions, technical support, billing inquiries, and routine account matters, please contact Sancta, LLC using the following:

Support Email: [email protected]

Hours of Operation: Monday through Friday, 9am to 4pm EST, excluding federal holidays. Sancta, LLC will use commercially reasonable efforts to respond to all support requests within one (1) business day.

19.3 Legal Notices

All formal legal notices, arbitration demands, indemnification notices, and notices of breach or termination must be submitted in writing to:

Attention: Legal Department / General Counsel

Company: Sancta, LLC

Address: 2240 W. Woolbright Road, Suite 304, Boynton Beach, FL 33426

Legal Notices Email: [email protected]

Legal notices submitted by email are effective only upon receipt of an affirmative written confirmation from Sancta, LLC’s legal department. For the avoidance of doubt, general support emails and portal tickets do not constitute effective legal notice.

19.4 Privacy and Data Requests

For questions about Sancta, LLC’s Privacy Policy, requests to exercise data subject rights, or HIPAA-related inquiries, including requests to inspect, copy, or amend PHI held through the Platform, please contact:

Privacy / Compliance Email: [email protected]

19.5 DMCA / Copyright Infringement Notices

To submit a notification of claimed copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512(c)), please contact Sancta, LLC’s designated DMCA agent at:

DMCA Agent Email: [email protected]

DMCA Agent Address: [email protected]