Version 1.0 | Effective date: May 27, 2026
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About these Master Terms. These Master Terms and Conditions (the “Master Terms”) are incorporated by reference into each signed Clinic Participation Agreement (the “Agreement”) between Healthcare Revolution LLC and a Clinic. The Agreement contains the deal-specific terms (membership fee, per-Enrolled-Participant Administrative Fee, payment flow, term, electronic signature, and the protective clauses governing network participation, non-competition, non-circumvention, and anti-duplication). These Master Terms govern all matters not expressly addressed in the Agreement, including definitions, the detailed scope of network, platform, and merchant-of-record services, insurance, audit rights, data and HIPAA posture, intellectual property and anti-duplication, indemnification, limitation of liability, representations and warranties, dispute resolution, Platform Policies, and the standard Florida miscellaneous provisions. In the event of any conflict between the signed Agreement and these Master Terms, the signed Agreement controls.

Versioning. Healthcare Revolution may modify these Master Terms from time to time on at least sixty (60) days’ written notice posted at healthcarerevolution.com/policies and delivered by email to Clinic. Modifications take effect on the effective date stated in the notice. Modifications that materially adversely affect Clinic’s economic terms or core rights take effect only after Clinic’s affirmative re-consent or after a thirty (30) day notice period during which Clinic may give notice of non-renewal under Section 9(b) of the Agreement. Each version of these Master Terms is identified by version number and effective date; Clinic’s signed Agreement records the version in effect at signing.

1. Definitions

As used in the Agreement and these Master Terms, the following capitalized terms have the meanings set forth below.

“Agreement” the signed Clinic Participation Agreement that incorporates these Master Terms by reference.

“BAA” a Business Associate Agreement between the parties under HIPAA, if applicable, as described in Section 5.

“Business Day” any day other than a Saturday, Sunday, or U.S. federal holiday.

“Clinic” the clinic or provider entity that has signed a Clinic Participation Agreement with Healthcare Revolution.

“Confidential Information” has the meaning set forth in Section 8 of the Agreement, supplemented by the use, exclusions, and survival provisions in Section 8 of the Agreement.

“Enrolled Participant” an individual enrolled by a participating employer in an executive longevity benefit program supported by the Platform.

“Effective Date” the date the Agreement is electronically signed by Clinic’s authorized signatory.

“Healthcare Revolution Marks” the Better by Healthcare Revolution name and logo, the Healthcare Revolution name and logo, and any other trademarks, service marks, or trade names of Healthcare Revolution.

“Network” the curated network of clinics and providers accessible through the Platform.

“Platform” the Better by Healthcare Revolution technology and administrative services platform.

“Administrative Fee” the per-Enrolled-Participant administrative fee of US$100 per Enrolled Participant per month payable by Clinic under Section 4 of the Agreement.

“Membership Fee” the annual membership fee payable by Clinic for Network participation and Platform access under Section 4 of the Agreement.

“Merchant of Record” Healthcare Revolution, in its capacity as the merchant of record that collects program funds, processes those funds through its payment processors, and disburses reimbursement to Clinic for Qualifying Services.

“Florida Restrictive Covenant Statute” Florida Statutes Section 542.335 and any successor statute.

“Platform Policies” the operational policies referenced in Section 14 of these Master Terms, as updated from time to time.

“Program” an employer-sponsored executive longevity benefit program supported by the Platform under which Enrolled Participants receive Qualifying Services.

“Qualifying Service” has the meaning set forth in Section 2(b) of the Agreement.

“Term” collectively, the Initial Term and any Renewal Terms, until the Agreement is terminated or expires.
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2. Network Participation; Roles; Clinic Responsibility

(a) Clinic’s Sole Clinical Responsibility. Clinic is solely and exclusively responsible for all clinical services it delivers, including without limitation: medical judgment, diagnosis, treatment selection, supervision, informed consent, patient communication, clinical recordkeeping, adverse-event management, and the safety, efficacy, and appropriateness of any therapy, drug, device, or protocol Clinic uses. Clinic delivers all care under its own license and clinical authority.

(b) Healthcare Revolution’s Role; What It Is. Healthcare Revolution’s role is limited to providing technology, administrative coordination, Network connectivity, and payment infrastructure, and acting as Merchant of Record for transactions processed through the Platform. Healthcare Revolution is a technology vendor, administrative coordinator, and merchant of record.

(c) Healthcare Revolution’s Role; What It Is NOT. Healthcare Revolution is NOT, and shall not be deemed to be, nor shall it be characterized, marketed, or represented as: (i) a healthcare provider or a provider of any clinical, medical, diagnostic, or treatment service; (ii) an insurer, insurance carrier, or insurance product; (iii) a guarantor of any employer’s funding or any Enrolled Participant’s benefit; (iv) a third-party administrator, plan administrator, plan sponsor, or ERISA fiduciary; or (v) a claims administrator, claims adjudicator, or utilization review entity. Clinic shall not represent to any third party that Healthcare Revolution serves any role excluded by this Section 2(c) or by Section 3 of the Agreement.

(d) Clinic’s Advisors. Clinic shall retain its own qualified legal, regulatory, billing, and compliance advisors for all professional matters and expressly disclaims any reliance on Healthcare Revolution for any such advice. Templates and tools Healthcare Revolution provides through the Platform are for Clinic’s convenience only and must be reviewed and adapted by Clinic’s own advisors before use.
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3. Platform and Network Services

In consideration for the Membership Fee and the Administrative Fee, and subject to Clinic’s compliance with the Agreement and these Master Terms, Healthcare Revolution will provide the services described in this Section 3, subject to the express limitations in Section 3.3.

3.1   Service Categories

• Network inclusion. Inclusion of Clinic in the Network accessible to participating employers and Enrolled Participants.

• Administrative coordination. Coordination of enrollment hand-offs, scheduling intake, and documentation intake between Clinic and participating employers and Enrolled Participants.

• Documentation workflow. Provision of standard templates and a workflow for submitting line-itemized invoices and supporting documentation for Qualifying Services.

• Merchant-of-record payment infrastructure. Collection of program funds from the applicable payer, processing through Healthcare Revolution’s payment processors, and disbursement of reimbursement to Clinic for Qualifying Services, via the Platform’s card-network rail or ACH, once the corresponding funds have been received by Healthcare Revolution in cleared funds, net of pass-through processing costs.

• Reporting. Remittance detail and periodic activity reporting on Platform-mediated transactions.

• Platform infrastructure. HIPAA-aligned safeguards, SOC 2 Type II controls, payment infrastructure, and seven-year retention of Platform-mediated transaction records.

3.2   Modifications to Services

Healthcare Revolution may modify, add, deprecate, or remove specific services from time to time on reasonable written notice through the Clinic portal or by email. Healthcare Revolution will not, during a Term, materially diminish the core services in a manner that frustrates the basic purpose of the Agreement, but may make ordinary product improvements, deprecations, and feature changes.

3.3   Express Limitations

The services are administrative and technological only. The services do not include, and Healthcare Revolution does not provide: (a) clinical services, medical advice, diagnosis, treatment, or any health care professional service; (b) insurance, an insurance product, or insurance brokerage; (c) legal, tax, accounting, benefits, or compliance advice; (d) claims administration, claims adjudication, or utilization review; (e) any guarantee of employer funding, patient volume, or revenue; or (f) any medical-necessity determination. The express limitations in this Section 3.3 and in Section 3 of the Agreement apply throughout the Term and any wind-down period.
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4. Payment Mechanics; Records; Audit

(a) Payment Flow. The fee, merchant-of-record collection and disbursement, pass-through transaction cost, pay-when-funded, no-direct-billing, refund, chargeback, and offset provisions in Section 4 of the Agreement govern. Healthcare Revolution has no obligation to advance funds on any payer’s behalf and bears no liability for any employer’s failure to fund.

(b) Pass-Through Processing Costs. All third-party payment-processing costs, in both the collection and the disbursement of funds, are pass-through costs borne by Clinic. These include, on the inbound collection of funds, acquirer, interchange, card-network, currency-conversion, and processor fees; and, on the outbound disbursement of funds to Clinic (including disbursements Healthcare Revolution makes as merchant of record and issuing party by virtual card, card rail, ACH, wire, or other method), issuing, card-network, cross-border, currency-conversion, and bank or processor transfer fees. Healthcare Revolution itemizes and deducts these costs from amounts disbursed to Clinic and is not responsible for changes to such costs made by third parties.

(c) Records Retention. Clinic shall retain complete and accurate records supporting each Qualifying Service, including the medical record, the medical-necessity documentation where applicable, the line-itemized invoice, and proof of delivery, for a period of not less than seven (7) years from the date of service, or longer where required by applicable law.

(d) Audit Rights. On reasonable prior written notice and no more than once per twelve-month period (except where Healthcare Revolution reasonably suspects fraud, in which case more frequently), Healthcare Revolution or its designated representative may audit Clinic’s records relating to Qualifying Services and Platform-mediated transactions, during normal business hours, solely to verify compliance with the Agreement and these Master Terms. If an audit reveals overpayment, duplicate billing, or amounts processed in breach of the Agreement, Clinic shall promptly refund such amounts, and Healthcare Revolution may offset them against future payments. The audit right survives termination for three (3) years.
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5. Data; Privacy; Security; HIPAA

(a) Default Posture. The Platform is designed so that Healthcare Revolution does not routinely create, receive, maintain, or transmit Protected Health Information (“PHI,” as defined in 45 C.F.R. § 160.103) arising from clinical encounters. Clinic creates, retains, and stores its own medical records. Healthcare Revolution stores Platform-mediated transaction records only. In the default operating mode, Healthcare Revolution operates as a technology and administrative coordinator and merchant of record, not as a HIPAA covered entity or business associate.

(b) Clinic Data Responsibilities. Clinic is solely responsible for: (i) the creation, retention, and storage of its own medical records, and for compliance with HIPAA, state privacy laws, and any other applicable data-protection law with respect to PHI and patient records Clinic creates or holds; (ii) providing all required notices and obtaining all required patient consents and authorizations; (iii) the accuracy and completeness of all data Clinic submits through the Platform; and (iv) Clinic’s own data security at Clinic’s endpoints.

(c) Security. Healthcare Revolution maintains administrative, physical, and technical safeguards designed to protect data in accordance with applicable law and industry standards, including encryption in transit and at rest, role-based access controls, audit logging, and SOC 2 Type II controls.

(d) BAA on Request. If the parties determine that the arrangement causes Healthcare Revolution to be a business associate of Clinic (or of an employer’s health plan) under HIPAA, the parties will execute a BAA substantially in the form posted at healthcarerevolution.com/policies, with reasonable customizations as the parties may agree. Where a BAA is in place, the BAA controls with respect to PHI.

(e) Aggregated and Deidentified Data. Healthcare Revolution may create aggregated and deidentified data from Platform usage and may use, share, and commercialize such data, provided it does not identify Clinic, any Enrolled Participant, or any other natural person.
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6. Intellectual Property

(a) Healthcare Revolution IP. All intellectual property rights in the Platform, the Healthcare Revolution Marks, the Platform technology, the Program structure and benefit architecture, documentation templates, workflows, and Healthcare Revolution’s training, education, and certification programs (including the Certified Executive Longevity Advisor (CELA) program and all related curricula and materials), and any derivatives or improvements thereof, are and remain the sole property of Healthcare Revolution. Nothing in the Agreement or these Master Terms transfers any ownership to Clinic.

(b) License to Clinic. During the Term, Healthcare Revolution grants Clinic a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (i) use the Platform for the purposes contemplated by the Agreement, and (ii) use the Healthcare Revolution Marks solely to identify Clinic’s participation in the Network, in accordance with the Marketing and Co-Branding Policy. This license terminates immediately upon termination or expiration of the Agreement.

(c) No Reverse Engineering; No Duplication. Clinic shall not, directly or indirectly: (i) copy, reproduce, reverse engineer, decompile, disassemble, or attempt to derive the structure, source, or design of the Platform or any Healthcare Revolution technology; (ii) duplicate, replicate, white-label, or create any derivative of the Platform, the Program structure, the benefit architecture, or any Healthcare Revolution document templates or workflows; or (iii) duplicate, reproduce, teach, license, or create any derivative of Healthcare Revolution’s training, education, or certification programs, including the CELA program and any related curricula and materials, or use any such materials to build a competing program. This Section 6(c) supplements, and does not limit, the protective clauses in Section 7 of the Agreement.

(d) Non-Circumvention of Clients and Customers. During the Term and for twelve (12) months following termination, Clinic shall not, directly or indirectly, circumvent the Platform to solicit, contract with, or transact with any client, customer, employer, broker, advisor, or Enrolled Participant that Clinic first encountered through the Platform or the Program, for any executive longevity benefit, plan administration, payment-routing, or program-administration service substantially similar to the services Healthcare Revolution provides. Clinic’s ordinary clinical relationship with its own independently sourced patients is not restricted by this Section 6(d).

(e) Clinic Materials; Feedback. Clinic retains all intellectual property rights in Clinic’s name, marks, and materials existing prior to or developed independently of the Agreement. If Clinic provides feedback regarding the Platform, Healthcare Revolution may use it freely and without restriction, and any resulting improvements are owned by Healthcare Revolution.
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7. Compliance with Law; Documentation Support

(a) Compliance with Law. Each party shall comply with all applicable laws and regulations in the performance of its obligations under the Agreement, including those governing the licensure and delivery of healthcare services, data protection and privacy, and financial transactions, in its respective jurisdiction. Each party shall maintain its practices, policies, and operations in conformity with the legal standards applicable to it.

(b) Licensing and Scope of Practice. Clinic represents that it holds all licenses, registrations, accreditations, and regulatory approvals required to lawfully deliver its services in each jurisdiction of operation, and that it will maintain them in good standing throughout the Term. Clinic further represents that its participation does not violate any condition of its clinical license or any scope-of-practice requirement by which it is bound.

(c) Documentation Support for Employer Plan Structures. Healthcare Revolution may provide and coordinate documentation, templates, and recordkeeping that support an employer’s chosen program structure, including documentation associated with an ERISA Top Hat plan or other structure the employer selects. Any such documentation is administrative and provided for convenience only. Healthcare Revolution does not provide legal, tax, financial, accounting, benefits, insurance, or compliance advice, does not advise on whether any structure is appropriate, available, or compliant for any employer or Enrolled Participant, and the employer and its own counsel are solely responsible for the selection, adoption, and compliance of any plan structure. The provision of documentation support does not create any legal, tax, accounting, benefits, fiduciary, or advisory relationship between Healthcare Revolution and Clinic, any employer, or any Enrolled Participant.

(d) No Exclusion. Each party represents that neither it nor any of its principals is currently excluded, debarred, or suspended from any federal or state healthcare program, and will notify the other promptly if that status changes.

(e) Corporate Authorization. Each party represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and that the execution and performance of the Agreement has been duly authorized and does not violate any applicable law or contractual obligation by which it is bound.
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8. Insurance

Throughout the Term, Clinic shall maintain, at its own expense, with carriers of recognized financial responsibility: (a) professional medical-malpractice liability insurance of not less than one million U.S. dollars (US$1,000,000) per occurrence and three million U.S. dollars (US$3,000,000) in the aggregate; and (b) commercial general liability insurance of not less than one million U.S. dollars (US$1,000,000) per occurrence and two million U.S. dollars (US$2,000,000) in the aggregate. Clinic shall provide a certificate of insurance evidencing such coverage on Healthcare Revolution’s reasonable request and shall provide notice of any cancellation or material reduction in coverage. Where Clinic operates outside the United States, Clinic shall maintain professional liability coverage at the levels customary and required in its jurisdiction, in amounts not materially less protective than the foregoing.
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9. Mutual Indemnification

(a) Indemnification by Clinic. Clinic shall indemnify, defend, and hold harmless Healthcare Revolution and its officers, directors, employees, agents, affiliates, and representatives from and against any and all claims, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Clinic’s breach of the Agreement or these Master Terms; (ii) Clinic’s negligence or willful misconduct; (iii) the clinical services Clinic delivers, including any malpractice, negligence, adverse event, or professional liability claim; (iv) Clinic’s billing, coding, and documentation practices; (v) Clinic’s violation of any law or licensing requirement applicable to it; (vi) Clinic’s data activities under Section 5(b); or (vii) any misrepresentation by Clinic regarding Healthcare Revolution’s role.

(b) Indemnification by Healthcare Revolution. Healthcare Revolution shall indemnify, defend, and hold harmless Clinic and its officers, directors, employees, agents, affiliates, and representatives from and against any and all claims, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Healthcare Revolution’s breach of the Agreement or these Master Terms; (ii) Healthcare Revolution’s gross negligence or willful misconduct in operating the Platform; or (iii) a third-party claim that the Platform, as provided and used in accordance with the Agreement, infringes a U.S. patent, copyright, trademark, or trade secret.

(c) Procedure. The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the indemnifying party (the “Indemnifying Party”). The Indemnifying Party shall control the defense with counsel reasonably acceptable to the Indemnified Party, who may participate at its own expense. The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent (not unreasonably withheld) if the settlement would impose any liability or obligation on the Indemnified Party other than money for which the Indemnifying Party is fully responsible. Failure to give prompt notice relieves the Indemnifying Party only to the extent it is materially prejudiced.
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10. Limitation of Liability

EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (B) BREACHES OF CONFIDENTIALITY UNDER SECTION 8 OF THE AGREEMENT, (C) THE PROTECTIVE CLAUSES AND LIQUIDATED DAMAGES UNDER SECTION 7 OF THE AGREEMENT, (D) BREACHES OF INTELLECTUAL PROPERTY OR LICENSE RESTRICTIONS UNDER SECTION 6, OR (E) WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL. SUBJECT TO THE FOREGOING EXCEPTIONS, HEALTHCARE REVOLUTION’S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL MEMBERSHIP FEE AND ADMINISTRATIVE FEES ACTUALLY PAID BY CLINIC TO HEALTHCARE REVOLUTION UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

CLINIC EXPRESSLY ACKNOWLEDGES THAT HEALTHCARE REVOLUTION HAS NO LIABILITY FOR ANY CLINICAL OUTCOME, ADVERSE EVENT, MALPRACTICE CLAIM, OR PROFESSIONAL LIABILITY ARISING FROM THE SERVICES CLINIC DELIVERS, AND THAT HEALTHCARE REVOLUTION DOES NOT PRACTICE MEDICINE, DIRECT CLINICAL CARE, OR MAKE MEDICAL-NECESSITY DETERMINATIONS.
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11. Representations and Warranties; Disclaimer

Each party represents and warrants that: (a) it has full legal authority to enter into and perform the Agreement, and performance does not violate any law or other agreement by which it is bound; (b) it is not subject to any debarment, exclusion, or suspension from any federal or state healthcare program or financial-services regulator; and (c) all information it provides in connection with the Agreement is true, complete, and accurate in all material respects. Clinic further represents that every service it submits as a Qualifying Service is delivered under its applicable licensure and is documented as required.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT AND THESE MASTER TERMS, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND HEALTHCARE REVOLUTION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. HEALTHCARE REVOLUTION DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
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12. Termination; Survival

The term, auto-renewal, and termination provisions in Section 9 of the Agreement govern. Upon termination or expiration: (a) Clinic’s license under Section 6(b) terminates immediately and Clinic shall cease all use of the Healthcare Revolution Marks and Platform materials within ten (10) Business Days; (b) in-flight reimbursements for Qualifying Services delivered before termination are processed in the ordinary course, subject to employer funding; (c) Clinic’s payment, refund, and offset obligations survive; and (d) the provisions of the Agreement and these Master Terms that by their nature should survive, including Sections 3, 4(g), 6, 7, and 8 of the Agreement and Sections 4, 5, 6, 7(c), 9, 10, 11, and 13 through 16 of these Master Terms, survive termination or expiration.
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13. Governing Law; Dispute Resolution

(a) Governing Law. The Agreement and these Master Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.

(b) Mediation First. Before initiating arbitration or litigation, the parties shall attempt in good faith to resolve any dispute through mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures, conducted in Palm Beach County, Florida. If the parties have not resolved the dispute within sixty (60) days after the initiating notice, either party may proceed under Section 13(c). Healthcare Revolution may proceed directly to collection of unpaid amounts and protective-clause remedies without first mediating.

(c) Binding Arbitration. Any unresolved dispute arising out of or relating to the Agreement or these Master Terms shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules, conducted by a single arbitrator, in English, with the seat in Palm Beach County, Florida. The arbitrator may grant any relief a court could grant, including injunctive relief. Judgment on the award may be entered in any court of competent jurisdiction.

(d) Exclusive Jurisdiction; Injunctive Relief Carve-Out. Notwithstanding Sections 13(b) and (c), either party may seek temporary or preliminary injunctive or equitable relief in the state or federal courts located in Palm Beach County, Florida, in aid of arbitration or to preserve the status quo. The parties irrevocably consent and submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida for all such proceedings and for the enforcement of any arbitration award, and each party waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

(e) Attorneys’ Fees. In any mediation, arbitration, or court proceeding, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert fees, arbitration fees, and costs.

(f) Jury and Class Action Waiver. EACH PARTY KNOWINGLY WAIVES ANY RIGHT TO TRIAL BY JURY. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
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14. Platform Policies

The following Platform Policies are incorporated into the Agreement and these Master Terms by reference and govern the operational matters they address. Current versions are published at healthcarerevolution.com/policies:

• Marketing and Co-Branding Policy

• Data Security and Acceptable Use Policy

• Privacy Policy

• Patient Confidentiality and HIPAA Posture Policy (including BAA form, if applicable)

• Refund, Chargeback, and Offset Policy

• Clinic Conduct and Network Integrity Policy

• Payment Methods and Fees Policy

Healthcare Revolution may modify the Platform Policies from time to time on at least sixty (60) days’ written notice. Modifications take effect on the effective date stated in the notice. Clinic’s continued use of the Platform after the effective date constitutes acceptance.
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15. Assignment

Clinic may not assign or transfer the Agreement, by operation of law or otherwise, without Healthcare Revolution’s prior written consent. Any purported assignment in violation of this Section is void. A change of control of Clinic (a transaction transferring more than fifty percent (50%) of Clinic’s voting equity or substantially all of its assets) constitutes an assignment requiring consent. Healthcare Revolution may assign the Agreement at any time, including in connection with any merger, acquisition, sale of assets, reorganization, or financing, on written notice to Clinic. The Agreement binds and benefits the parties and their permitted successors and assigns.
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16. Miscellaneous (Standard Florida Provisions)

(a) Entire Agreement. The Agreement, these Master Terms, the BAA (if any), and the Platform Policies incorporated by reference constitute the entire agreement between the parties on the subject matter and supersede all prior agreements, understandings, and proposals, whether written or oral.

(b) Amendment. Except for Platform Policy modifications under Section 14 and Master Terms modifications subject to the versioning provisions on the cover page, no amendment is effective unless in writing and signed by both parties (which may be by electronic signature).

(c) Severability; Reformation. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the maximum extent necessary to be enforceable. The parties expressly authorize the court or arbitrator to reform any such provision, including the protective clauses and liquidated-damages provision in Section 7 of the Agreement.

(d) Waiver. No waiver is effective unless in writing and signed by the waiving party. No failure or delay in exercising any right operates as a waiver.

(e) Construction. Section headings are for convenience only. “Including” and similar words are not limiting. Both parties had the opportunity to review and negotiate; no rule of construction shall be applied against either party as drafter.

(f) Cumulative Remedies. The rights and remedies of the parties are cumulative and not exclusive of any other rights or remedies available at law, in equity, by statute, or otherwise.

(g) No Third-Party Beneficiaries. The Agreement and these Master Terms are for the sole benefit of the parties and their permitted successors and assigns. No employer, Enrolled Participant, patient, regulator, or other third party has any rights or remedies under them.

(h) Independent Counsel; No Reliance. Each party acknowledges that it has had the opportunity to consult independent counsel of its own choosing and has not relied on any representation of the other party other than those expressly set forth in the Agreement and these Master Terms.

(i) Counterparts; Electronic Execution. The Agreement may be executed in counterparts, each deemed an original. Electronic signatures captured by Healthcare Revolution’s signing platform have the same legal effect as handwritten signatures under the Florida Electronic Transactions Act and the federal Electronic Signatures in Global and National Commerce Act.

(j) Time of the Essence. Time is of the essence with respect to all payment obligations and all notice, cure, and renewal periods.

(k) Independent Contractors. The parties are independent contractors. Nothing in the Agreement or these Master Terms creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship. Clinic and its personnel are not employees or agents of Healthcare Revolution, and Healthcare Revolution does not direct or control the clinical care Clinic provides.

(l) Notices. All notices shall be in writing and delivered to the address (physical or email) recorded for the receiving party in the signing platform, or to such other address as a party designates in writing. Notices are deemed delivered when received if by hand or overnight courier; three (3) Business Days after deposit if by certified mail; or on the Business Day sent if by email with confirmation before 5:00 p.m. Eastern Time on a Business Day, otherwise the next Business Day.

(m) Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, governmental actions, and failures of internet, payment processing, or telecommunications infrastructure not operated by the affected party. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate on written notice.

(n) Further Assurances; Survival. Each party shall execute such additional documents and take such additional actions as the other may reasonably request to carry out the purposes of the Agreement. All provisions that by their nature should survive termination survive.

End of Master Terms. Version 1.0.

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