Terms of Service Agreement

This Terms of Service Agreement (the "Agreement") is entered into by and between you and Whadata AI, Inc. ("Whadata," "Company," "we," "us," or "our"). This Agreement governs your access to and use of our platform ("Platform"), our application ("App"), and any related products and services (collectively, the "Services").

The Services comprise an integrated ambulatory healthcare technology platform that includes the following modules, which Whadata may make available to you in whole or in part: Scribe (AI-assisted clinical documentation), Insights (clinical analytics and care-gap surfacing), E-Prescriptions (electronic prescribing of non-controlled medications), Patients (patient records, intake, scheduling, and portal), Communications (secure fax), Telehealth (video visits), Claims (medical coding assistance), Billing (eligibility, claims, and patient payments), and Practice Settings & Administration (user, role, and enterprise management and EHR data migration). We may add further modules from time to time. Not all modules are available to all customers; availability is determined by your subscription or order.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES. By accessing or using the Services or by clicking to accept or agree to the Agreement when this option is made available, you:

1. Acknowledge that you have read and understood this Agreement;
2. Represent and warrant that you meet our eligibility requirements; and
3. Accept and agree to be bound by this Agreement, including any terms, policies, and appendices incorporated herein by reference, such as our Privacy Policy (available at whadata.com/privacy) and, if applicable, the Business Associate Agreement ("BAA"), which is provided separately and incorporated into this Agreement by reference.

If you use the Services on behalf of an entity, you represent that you have the authority to bind that entity to this Agreement. If you do not accept this Agreement or do not meet the eligibility requirements, you may not access or use the Services.

The parties acknowledge that acceptance of the Agreement by electronic means has the same evidential value as a paper agreement.

1. Privacy Policy

Your use of the Services is subject to our Privacy Policy located at whadata.com/privacy, which includes our Customer Data Privacy Policy and, for Protected Health Information, our Health Data Privacy Policy. The Privacy Policy details how we collect, use, and protect your information and may include additional provisions required by state, federal, or international laws. By using our Services, you agree to the Privacy Policy.

2. Changes to this Agreement

We reserve the right to update or revise this Agreement at any time. If we do so, we will change the "Date of Policy" date above. All changes are effective immediately when posted and apply to all subsequent use of the Services. Your continued use of the Services after we post changes constitutes acceptance. If you do not accept any modifications, you must stop using the Services. Any change to Fees and Payment terms in Section 5 will take effect upon the commencement of your next Renewal Term.

3. Use of the Services

By accessing and using the Services, you warrant that:

• You are legally capable of entering into binding contracts;
• All registration information you submit is truthful and accurate;
• You will maintain the accuracy of such information; and
• Your use of the Services does not violate any applicable law or regulation, including healthcare and privacy laws.

3.1 Intended Use and AI Limitations

The Services are designed for healthcare providers, telehealth companies, and related entities. The Services, including any AI-powered features, are tools to assist you in serving your patients or customers. They do not constitute medical advice, legal advice, coding or billing advice, or professional healthcare services from us.

Several features use artificial intelligence, including: generation of draft clinical summaries and documentation (Scribe and Telehealth), surfacing of clinical insights and care gaps (Insights), transcription of audio (Scribe and Telehealth), extraction of information from images and documents such as insurance cards and faxes (Patients and Communications), and suggestion of medical and billing codes (Claims). All such AI-generated outputs are provided solely as informational, non-final drafts; Whadata does not warrant, endorse, or assume responsibility for the accuracy, completeness, clinical suitability, or fitness for any particular purpose of any such output.

AI outputs may contain errors, omissions, or other inaccuracies (including hallucinations) and must be reviewed, validated, corrected as necessary, and expressly approved by a qualified healthcare professional exercising independent professional judgment before they are relied upon, entered into a medical record, used to make clinical decisions, used to prescribe or dispense medications, or submitted to any payer, pharmacy, or third party. The Services include attestation, review, and audit controls to support this required human oversight; you are responsible for using those controls and for maintaining appropriate policies and procedures.

You remain solely responsible for all clinical, prescribing, coding, billing, and legal compliance decisions and for ensuring that any use of AI outputs complies with applicable standards, laws, and professional obligations. AI outputs are not used by Whadata to make automated decisions about patients. Whadata does not use identifiable Protected Health Information to train, develop, or improve AI models; we may use data that has been de-identified in accordance with HIPAA (45 CFR §164.514) for model training, analytics, and research as described in our Health Data Privacy Policy.

To the fullest extent permitted by law, Whadata disclaims liability for any harm, loss, or claim arising from reliance on or use of AI outputs.

3.2 Eligibility

You may only use or receive the Services if your jurisdiction's laws and U.S. laws permit. You are solely responsible for ensuring your compliance with all applicable local, state, federal, and international laws, including healthcare, telehealth, e-prescribing, and privacy regulations, as well as any professional licensing requirements.

3.3 License

We grant you a non-exclusive, non-transferable right to access and use the Services during the term of this Agreement, solely for use by your authorized staff. To the extent your use involves integration with our Platform or APIs, we grant you a non-exclusive, non-transferable license to use the Platform or APIs to develop and implement applications that allow you to access and use the Services, subject to this Agreement.

3.4 Restrictions on Use

You may only use the Services as explicitly authorized. You will not:

• Use the Services for unauthorized or unlawful purposes;
• Imply any endorsement by Whadata;
• Resell the Services without our written consent;
• Reverse engineer or attempt to extract source code;
• Access the Services to build a competitive service or offering;
• Interfere with the security, integrity, or proper functioning of the Services;
• Use the Services in a manner that violates healthcare, privacy, or other applicable laws or regulations.

3.5 Modifications of the Services

We may update, modify, restrict access to, or discontinue the Services at any time without notice. Such changes will be subject to this Agreement. If you do not agree to material changes, you may terminate this Agreement upon thirty (30) days' notice. We will not be liable for any modification, suspension, or termination of the Services.

3.6 Availability of the Services

The Services may occasionally be unavailable for maintenance, updates, or other reasons. We are not liable if the Services are temporarily unavailable.

The Services rely on third-party subprocessors and infrastructure providers, including but not limited to cloud-hosting providers, telecommunications carriers, e-prescribing networks, clearinghouses, payment processors, and other integrated service partners ("Subprocessors"). Whadata is not responsible for, and will have no liability arising from, any downtime, delay, outage, degradation, data loss, or other interruption of the Services caused in whole or in part by any Subprocessor or underlying infrastructure provider.

No service credits, refunds, or other remedies will be provided for any unavailability or performance issues resulting from Subprocessor outages or failures, including but not limited to network disruptions, hosting interruptions, third-party system maintenance, or failures of integrated services.

You acknowledge that Subprocessors operate independently of Whadata and that their performance, availability, and security are outside Whadata's reasonable control. Your sole and exclusive remedy for any issue arising from a Subprocessor's services is limited to whatever remedy, if any, is provided directly by that Subprocessor.

3.7 Compliance with Laws

You are solely responsible for compliance with all applicable laws, including HIPAA if applicable, and any other healthcare and privacy regulations. You must:

• Ensure all data you submit is accurate and lawful;
• Use commercially reasonable efforts to prevent unauthorized access to the Services;
• Comply with all local, state, federal, and foreign laws (including laws regarding privacy and data protection);
• Maintain all necessary hardware and software to access the Services.

3.8 Term and Termination

The initial term of this Agreement is twelve (12) months from the Effective Date (the "Initial Term"). The Agreement automatically renews for successive twelve (12) month periods (each a "Renewal Term," and together with the Initial Term, the "Term") unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

You may terminate this Agreement for convenience before the end of the then-current term by giving at least thirty (30) days' written notice. In that case, an early-termination fee equal to ten percent (10%) of the annual fees for the then-current term becomes due and payable on the effective date of termination. Fees already paid are non-refundable except as required by law.

We may suspend or restrict your access as described in Sections 3.5 and 3.13, and may terminate or suspend your access for violation of this Agreement or harmful conduct. Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days after written notice. If we terminate this Agreement for convenience, we will refund any prepaid fees for the unused portion of the then-current term.

3.9 Effect of Termination

Upon termination:

• All rights granted to you end;
• You must cease using the Services;
• We are not liable for compensation or damages arising from termination;
• We will, at your option, return or delete your data, including PHI as specified in the BAA if applicable.

3.10 Disclaimer of Professional and Medical Advice

Whadata provides technology and tools only. The Services, including any templates, reports, analytics, AI outputs, clinical summaries, code suggestions, transcriptions, or other content generated or delivered through the Platform, are not medical, legal, clinical, billing, or other professional advice. You must not rely on the Services as a substitute for professional judgment.

Scope

This disclaimer applies to all features and modules of the Services, including but not limited to Scribe, Insights, Telehealth, E-Prescriptions, Claims, Billing, Patients, and Communications, and to any outputs produced or assisted by artificial intelligence, automation, or third-party integrations.

No Warranty or Responsibility

Whadata makes no representations or warranties regarding the accuracy, completeness, timeliness, suitability, or fitness for any particular purpose of any content or output produced by the Services. All outputs are provided "as is" and "as available." To the fullest extent permitted by law, Whadata disclaims responsibility and liability for any decisions, actions, omissions, or outcomes that result from your use of the Services or reliance on any content or output from the Services.

User Responsibility

You are solely responsible for reviewing, validating, and approving any content or output before using it in clinical care, prescribing, billing, coding, legal matters, or any other professional context. A qualified professional must exercise independent judgment and take all necessary steps to verify accuracy and compliance with applicable standards, laws, and regulations.

You remain responsible for obtaining and maintaining all required licenses, consents, authorizations, and insurance, and for ensuring that your use of the Services complies with professional standards and legal requirements in your jurisdiction.

Please refer to Sections 6 through 8 of this Agreement for further terms on Disclaimer of Warranties (Section 6), Limitation of Liability (Section 7), and Indemnification (Section 8).

3.11 International Use

The Services are controlled and operated from the United States. If you access or use the Services from outside the U.S., you are solely responsible for compliance with all local laws, regulations, and professional licensing requirements in your jurisdiction, including any applicable data protection and healthcare laws. We may restrict access in certain regions as necessary to comply with applicable laws.

3.12 Enterprise Licensing

If you are an enterprise customer, we may offer enterprise-level access under a separate agreement or as part of a custom licensing plan. These terms supplement this Agreement:

• Authorized Users: You may designate multiple users under your enterprise account. You are responsible for all users' compliance with this Agreement.
• Role-Based Access: You may assign roles (e.g., administrator, provider, staff) and configure permissions accordingly.
• Custom Terms: Custom pricing, SLAs, onboarding, or integrations must be documented in a separate written agreement.
• Audit Rights: We may audit your usage to ensure compliance with license scope.

3.13 Acceptable Use and Fair Use

You will use the Services only for legitimate healthcare and business purposes consistent with your subscription, and in a manner that does not impose an unreasonable or disproportionate load on the Services or their underlying infrastructure. In addition to the restrictions in Section 3.4, you will not:

• consume compute, storage, transcription, telehealth, messaging, or other resources excessively or abusively, or in a manner materially exceeding normal operational use or the limits of your plan;
• generate sessions, requests, or function invocations by automated, scripted, or non-human means, except through APIs we authorize and within any published or communicated limits;
• circumvent, disable, or attempt to exceed any rate limit, quota, or usage control; or
• use the Services to benchmark or stress-test, to mine cryptocurrency, or to run workloads unrelated to your authorized use of the Services.

We may establish and enforce reasonable usage limits, rate limits, and quotas, and may monitor usage to detect abuse or excessive consumption consistent with our Privacy Policy and applicable law. Notwithstanding the notice period in Section 3.8, we may immediately throttle, suspend, or restrict your access, in whole or in part, where we reasonably determine that your usage threatens the security, integrity, availability, or performance of the Services, exceeds applicable limits, or is abusive. Except where immediate action is necessary to protect the Services or other customers, we will use reasonable efforts to notify you and will restore access once the issue is resolved. Usage beyond the limits of your plan may be subject to additional fees or require a plan upgrade, as described in Section 5.

4. Module-Specific Terms

The following terms apply to specific modules where you use them, and supplement the general terms above. Across all modules, you (and your licensed professionals) remain solely responsible for all clinical, prescribing, coding, and billing decisions; Whadata provides assistive technology only.

4.1 Scribe and Insights

Scribe generates draft documentation from recorded or dictated encounters, and Insights surfaces analytics and potential care gaps. You are responsible for recording only with appropriate notice and consent, for reviewing and approving all documentation before it enters a medical record, and for exercising independent clinical judgment regarding any insight, alert, or recommendation, which is informational only.

4.2 Telehealth

Telehealth provides video and audio visit technology. You are responsible for determining the clinical appropriateness of a telehealth visit, for holding all licenses required to treat the patient in the patient's location, and for complying with all applicable telehealth, consent, and recording laws. Visits may be recorded and transcribed to support documentation; you are responsible for obtaining patient consent (the Whadata Telehealth Informed Consent may be used for this purpose). The Services are not an emergency service and must not be used for medical emergencies.

4.3 E-Prescriptions

E-Prescriptions enables electronic prescribing of non-controlled (legend) medications through our e-prescribing partner and the Surescripts network. The Services do not currently support Electronic Prescribing of Controlled Substances (EPCS). The prescribing provider is the prescriber of record and is solely responsible for the clinical appropriateness, accuracy, and legality of every prescription, for verifying patient and medication information, and for complying with all applicable prescribing laws. Whadata transmits prescription data but does not review or approve prescriptions. The Services may provide clinical decision support, such as drug-drug interaction, drug-allergy, and dosing alerts. Such alerts are assistive only, may not identify every interaction, allergy, or contraindication, depend on the accuracy and completeness of the underlying patient and medication data, and are not a substitute for the prescriber's independent clinical judgment and verification.

4.4 Patients

The Patients module manages patient records, intake, insurance information, and the patient portal, and may extract information from uploaded documents (such as insurance cards) using AI. You are responsible for the accuracy of patient data, for obtaining any required consents to operate a patient portal, and for reviewing extracted information before relying on it.

4.5 Communications

The Communications module provides secure fax. You are responsible for verifying recipient information before transmitting any document, for ensuring you are authorized to transmit the information, and for the content of communications you send. Faxed documents containing PHI are retained as described in the Health Data Privacy Policy.

4.6 Claims

The Claims module assists with medical coding, including AI-generated code suggestions, denial predictions, and coding validation. These outputs are assistive only and must be reviewed and approved by a qualified person before any claim is submitted; you are solely responsible for the accuracy and compliance of all codes and claims, and Whadata does not provide coding or legal advice.

4.7 Billing

The Billing module assists with eligibility verification, claim submission and status, and patient payments. Eligibility verification and claim submission are provided through a third-party clearinghouse. Patient payment processing is provided through a third-party PCI-DSS-certified payment processor as described in Section 5. You are solely responsible for the accuracy and compliance of all billing activities, and Whadata does not provide billing, financial, or legal advice.

4.8 Practice Settings & Administration

The Practice Settings & Administration module provides user and role management, enterprise and license administration, practice analytics, administrative email, bulk migration of patient data from a prior EHR, and in-app support and bug reporting. You are responsible for configuring roles and permissions appropriately, for managing your authorized users, and for the accuracy of practice configuration. EHR data migration is governed by the Data Authorization Agreement. When you submit a support request or bug report, you are responsible for limiting any patient information you include to the minimum necessary; we use such information only to provide support and handle it under the safeguards described in our Privacy Policy.

5. Fees and Payment

Fees for the Services are set out in your subscription plan or order. Unless otherwise stated in your order, fees are billed annually in advance and are non-refundable except as required by law. We may revise fees as described in Section 2.

• Onboarding and implementation: A one-time onboarding or implementation fee may apply to set up your account, configure modules, and migrate data, as set out in your order.
• Payment processing: We use a third-party payment processor (currently Stripe, Inc.) to process subscription fees and, where you enable patient payments, to process patient and copay payments. Your use of payment features is subject to the payment processor's terms.
• Card data: Full payment-card numbers are transmitted directly to the PCI-DSS-certified payment processor and are not stored on Whadata systems.
• Patient payments: If you enable patient payments, you are the merchant of record for those payments and are responsible for the accuracy of amounts charged, for any refunds, and for compliance with applicable payment and consumer-protection laws.
• Payment-processing fees: Payment-processing fees may apply to the processing of patient payments, as set out in your order or as disclosed at the time of the transaction.
• Stored payment methods (card-on-file): Where you or your patients choose to save a payment method for future charges (such as copays or outstanding balances), the payment method is stored in tokenized form by our PCI-DSS-certified payment processor, not by Whadata; Whadata does not store full payment-card numbers. You are responsible for obtaining patient authorization before charging a stored payment method, and a saved payment method may be removed at any time.
• Usage limits and overages: Your plan may include usage limits (for example, on sessions, minutes, storage, or message volume). Usage beyond those limits may be subject to additional or metered fees, or may require a plan upgrade. We will make applicable limits and overage rates available to you.
• Taxes and late payment: Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income. Overdue amounts may result in suspension of the Services.

6. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHADATA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Whadata does not warrant that the Services will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that AI-generated outputs will be accurate, complete, or fit for any particular clinical, prescribing, coding, or billing purpose. Without limiting Section 3.1, you acknowledge that AI-powered features produce drafts that must be reviewed and validated by a qualified professional. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WHADATA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, AND EVEN IF WHADATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHADATA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO WHADATA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Service interruptions, delays, or performance issues do not constitute a breach of this Agreement. Furthermore and for the avoidance of doubt, events arising from Subprocessor outages or failures are deemed outside Whadata's reasonable control and will not constitute a breach of this Agreement or give rise to any obligation to provide service credits, refunds, or other remedies.

Whadata will have no liability arising from (i) your data, systems, hardware, or software; (ii) your failure to comply with applicable laws; (iii) your misuse of the Services or reliance on any output without required professional review; (iv) your configuration decisions; or (v) any use of the Services not expressly authorized by this Agreement.

The foregoing limitations do not apply to liability that cannot be limited under applicable law. Nothing in this Section limits either party's obligations or liability under the BAA with respect to Protected Health Information, which are governed by the BAA.

8. Indemnification

You will defend, indemnify, and hold harmless Whadata and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of this Agreement or of any applicable law, including healthcare, privacy, prescribing, and billing laws; (c) your clinical, prescribing, coding, or billing decisions; or (d) the data you submit to or transmit through the Services.

Whadata will defend you from and against any valid third-party claim to the extent that such claim alleges that the Services, as provided by Whadata and used in accordance with this Agreement, infringe that third party's United States intellectual-property rights. Whadata's obligations under this Section do not apply to the extent the third-party claim arises from: (i) your data, modifications, or combination of the Services with other products or services not provided by Whadata; (ii) your breach of this Agreement; or (iii) your use of the Services in a manner not authorized by this Agreement.

The indemnified party will give the indemnifying party prompt written notice of any claim for which indemnity is sought; provided, however, that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure.

The indemnifying party will have the right to assume and control the defense and settlement of the claim with counsel of its choice, provided that the indemnifying party may not settle any claim that (i) imposes any injunctive or other non-monetary relief on the indemnified party, or (ii) admits fault or liability on the part of the indemnified party, without the indemnified party's prior written consent (which will not be unreasonably withheld or delayed).

The indemnified party will reasonably cooperate with the indemnifying party at the indemnifying party's expense and may participate in the defense with counsel of its own choosing at its own cost.

The indemnifying party will not settle any Claim in a manner that adversely affects the indemnified party's rights or obligations without the indemnified party's prior written consent (not to be unreasonably withheld).

The indemnifying party's obligations under this Section do not extend to claims arising from the indemnified party's gross negligence, willful misconduct, or material breach of this Agreement. The parties' indemnity obligations are subject to the Limitation of Liability set forth in Section 7 of this Agreement to the extent not prohibited by applicable law.

This Indemnification section will survive termination or expiration of this Agreement for a period of three (3) years, except as required by law.

9. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles, except to the extent preempted by federal law. The parties will first attempt to resolve any dispute through good-faith negotiation. If a dispute is not resolved within thirty (30) days, it will be finally resolved by binding arbitration administered by the American Arbitration Association under its applicable rules, seated in New York, New York; however, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. To the extent permitted by law, each party waives any right to a jury trial and to participate in a class or representative action. Nothing in this Section affects the dispute-resolution provisions of the BAA with respect to Protected Health Information.