Version 1.0  ·  Effective May 11 2026

About these Master Terms. These Master Terms and Conditions (the “Master Terms”) are incorporated by reference into each signed Employer Participation Agreement (the “Agreement”) between Healthcare Revolution LLC and an Employer. The Agreement contains the deal-specific terms (Setup Fee, PEPM, term, payment authorization, eligibility attestation, confidentiality, and no-advice provisions). These Master Terms govern all matters not expressly addressed in the Agreement, including definitions, detailed Platform Services, data and HIPAA posture, intellectual property, indemnification, limitation of liability, insurance, 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 www.betterbyhcr.com/policies and delivered by email to Employer. Modifications take effect on the effective date stated in the notice. Modifications that materially adversely affect Employer’s economic terms or core rights take effect only after Employer’s affirmative re-consent or after a thirty (30) day notice period during which Employer may give notice of non-renewal under Section 6(b) of the Agreement.

1. Definitions

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

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

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

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

“Confidential Information” has the meaning set forth in Section 7 of the Agreement, supplemented by the use, exclusions, and survival provisions in this Section 1 and in Section 7 of the Agreement.

“Eligible Participant” means an individual whom Employer has determined is eligible to participate in the Program under the legal structure Employer has chosen for the Program. Employer is solely responsible for the eligibility determination for each Eligible Participant.

“Enrolled Participant” means an Eligible Participant who has been enrolled in the Program through the Platform by Employer.

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

“Fees” means collectively, the Setup Fee, the PEPM, and any other amounts owed by Employer to Healthcare Revolution under the Agreement.

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

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

“Initial Term” means the twelve (12) month period beginning on the Effective Date.

“PEPM” means the recurring monthly per-Enrolled-Participant fee described in Section 5 of the Agreement, at the rate in effect under the Agreement and as adjusted at Renewal in accordance with Section 5(f) of the Agreement.

“PHI” means “Protected Health Information” as defined in 45 C.F.R. § 160.103.

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

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

“Platform Services” means the technology and administrative coordination services provided by Healthcare Revolution to Employer in accordance with Section 3 of these Master Terms, subject to the express limitations in Section 3 of the Agreement and Section 3.3 of these Master Terms.

“Program” means the executive longevity benefit program that Employer offers to its Eligible Participants, structured in whatever legal form Employer’s own counsel determines in accordance with Section 2 of the Agreement.

“Renewal Term” means each successive twelve (12) month period following the Initial Term during which the Agreement remains in effect.

“Setup Fee” means the one-time onboarding fee paid by Employer to Healthcare Revolution under Section 5 of the Agreement.

“Term” means collectively, the Initial Term and any Renewal Terms, until the Agreement is terminated or expires.

2. Program Structure; Healthcare Revolution’s Role; Employer Responsibility

(a) Employer’s Sole Responsibility. Employer is solely and exclusively responsible for the design, structure, sponsorship, administration, operation, and compliance of the Program, including without limitation: (i) selecting the legal structure for the Program from among the options listed in Section 2(a) of the Agreement or any other legally available structure; (ii) preparing, adopting, and maintaining all plan documents, board resolutions, summary plan descriptions, participant communications, regulatory filings (including Department of Labor Top Hat statements where applicable, Form 5500 where applicable, Section 125 plan documents where applicable, HSA documentation where applicable, and any state-level filings); (iii) determining eligibility for each Enrolled Participant under whichever legal structure Employer has chosen, including without limitation the select-group determination for Top Hat Plans, Section 125 nondiscrimination testing, Section 223 HSA eligibility, and any other structure-specific eligibility requirement; (iv) ensuring nondiscrimination compliance where applicable (Section 125 testing, HIPAA wellness rules, ACA, ERISA, or other applicable nondiscrimination regimes); (v) tax characterization, withholding, and reporting of any Program-related amounts; (vi) communicating with Enrolled Participants regarding the Program; and (vii) complying with all applicable federal, state, and local laws.

(b) Continuing Blanket and Structure-Specific Eligibility Attestation. Employer’s blanket eligibility attestation under Section 2(b) of the Agreement and Employer’s structure-specific eligibility attestations under Section 2(c) of the Agreement (including without limitation Employer’s Top Hat select-group representation, Section 125 nondiscrimination representation, Section 223 HSA eligibility representation, and other-structure eligibility representations) are continuing representations and warranties that run throughout the Term and apply to each individual whom Employer enrolls or causes to be enrolled in the Program through the Platform. Employer is not required to deliver per-enrollment eligibility certifications to Healthcare Revolution through the Platform, and Healthcare Revolution is not required to receive, verify, request, document, or retain any such per-enrollment certification. Employer shall maintain its own records substantiating each Enrolled Participant’s eligibility under the legal structure Employer has chosen.

(c) Healthcare Revolution’s Role; What Healthcare Revolution Is. Healthcare Revolution’s role is limited to providing technology, administrative coordination, network connectivity, and payment infrastructure. Specifically, Healthcare Revolution provides: (i) the Platform technology connecting Employer to participating clinics and providers; (ii) administrative coordination of enrollment, roster management, and Program operations; (iii) access to a curated network of longevity, regenerative, preventive, precision medicine, and executive-health clinics and providers; (iv) payment infrastructure for Program-mediated transactions; and (v) reporting and data infrastructure. Healthcare Revolution is a technology vendor and administrative coordinator.

(d) Healthcare Revolution’s Role; What Healthcare Revolution Is NOT. Healthcare Revolution is NOT, and shall not be deemed to be, nor shall it be characterized, marketed, or represented as: (i) an insurer, insurance carrier, reinsurer, or self-insured plan; (ii) an insurance product, insurance policy, insurance contract, or any other form of insurance; (iii) an insurance broker, agent, producer, agency, or general agent; (iv) an employee benefit plan or employee benefits product; (v) a benefits broker, benefits consultant, or benefits advisor; (vi) a third-party administrator (TPA); (vii) a plan administrator; (viii) a plan sponsor; (ix) a named fiduciary, ERISA fiduciary, or any other type of fiduciary with respect to the Program or any participant in the Program; (x) a claims administrator, claims adjudicator, utilization review entity, or pharmacy benefit manager; (xi) an actuary or actuarial service provider; (xii) a tax advisor, accountant, or legal advisor; or (xiii) a healthcare provider or any provider of clinical, medical, diagnostic, or treatment services. The full list of services Healthcare Revolution does not provide is set forth in Section 3 of the Agreement and Section 3.3 of these Master Terms, and the limitations therein apply throughout the Term and any wind-down period. Employer shall not represent to any third party that Healthcare Revolution serves any role excluded by this Section 2(d) or by Section 3 of the Agreement or Section 3.3 of these Master Terms.

(e) Employer’s Advisors. Employer shall retain its own qualified legal, tax, benefits, accounting, insurance, and compliance advisors for all professional advice regarding the Program. Employer expressly disclaims any reliance on Healthcare Revolution for any such advice. Templates and tools that Healthcare Revolution provides through the Platform are provided for Employer’s convenience only and must be reviewed, modified, and adapted by Employer’s own counsel before use.

3. Platform Services

In consideration for the Fees, and subject to Employer’s payment in full of all Fees when due and Employer’s compliance with the Agreement and these Master Terms, Healthcare Revolution will provide the Platform Services described in this Section 3, subject to the express limitations in Section 3.3.

3.1   Platform Services Categories

• Document template provision. Provision of standard document templates (e.g., Top Hat plan document templates, Section 125 plan template skeletons, HSA documentation skeletons, board adoption resolution templates, DOL Top Hat statement templates, executive enrollment form templates) that Employer may use, modify, or replace as Employer’s own counsel determines. Templates are provided for Employer’s convenience only and do not constitute legal, tax, benefits, or compliance advice.

• Administrative coordination. Coordination with Employer’s HR, finance, legal, and benefits teams in connection with the rollout and ongoing operation of the Program.

• Eligibility administration at the system level. System-level tracking of individuals enrolled in the Program through the Platform, including additions, removals, and roster reconciliation. Eligibility determinations for each individual remain Employer’s sole responsibility.

• Enrollment workflow coordination. Administrative coordination of executive and employee enrollment workflows.

• Clinic network access. Access for Enrolled Participants to Healthcare Revolution’s network of participating longevity, preventive, regenerative, executive-health, and precision medicine clinics.

• Customer service infrastructure. Customer service support for Employer’s HR and benefits teams, for Enrolled Participants, and for participating clinics on Platform-mediated interactions.

• Reporting. Quarterly utilization summaries (deidentified at the individual level), annual program documentation, and ad-hoc reporting on reasonable request.

• 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 Platform Services

Healthcare Revolution may modify, add, deprecate, or remove specific Platform Services from time to time on reasonable written notice through the Employer portal or by email. Healthcare Revolution will not, during a Term, materially diminish the core Platform 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 on Platform Services

The Platform Services are administrative and technological only. The Platform Services do not include, and Healthcare Revolution does not provide: (a) insurance, an insurance product, or insurance brokerage, agency, or producer services; (b) legal advice or the practice of law; (c) tax advice or the practice of accountancy; (d) accounting services; (e) employee benefits advice, benefits brokerage, or benefits consulting; (f) ERISA fiduciary services or plan sponsor services; (g) plan administrator or third-party administrator services; (h) compliance advice of any kind, including under ERISA, HIPAA, the Internal Revenue Code, Section 125, Section 213(d), Section 223 (HSA), the Affordable Care Act, COBRA, state insurance or benefit laws, or any other federal, state, or local law; (i) claims administration, claims adjudication, or utilization review; (j) actuarial services; or (k) clinical services, medical advice, diagnosis, treatment, or any health care professional service. The express limitations in this Section 3.3 and in Section 3 of the Agreement apply with full force throughout the Term and any wind-down period.

4. Data; Privacy; Security

(a) Data Categories. Healthcare Revolution processes the following categories of data through the Platform: (i) Employer-provided business contact information for Employer’s HR, finance, and benefits personnel; (ii) Eligible Participant and Enrolled Participant contact information and Program enrollment status; (iii) payment and billing information; and (iv) Platform-mediated transaction records reflecting Platform-coordinated interactions among Employer, Enrolled Participants, and participating clinics. The Platform is not designed to receive, store, or process clinical records, diagnoses, treatment plans, or other PHI from clinical encounters that occur outside the Platform; if any such PHI is incidentally received, it is governed by the BAA described in Section 5.

(b) Use of Data. Healthcare Revolution uses Employer-provided data and Platform-generated data solely to: (i) deliver the Platform Services; (ii) operate, secure, improve, and protect the Platform; (iii) comply with applicable law; (iv) generate aggregated and deidentified analytics, benchmarks, and reports; (v) communicate with Employer regarding the Program; and (vi) prevent, investigate, and respond to fraud, security incidents, or abuse. Healthcare Revolution does not sell Employer or Participant personal information.

(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, regular security assessments, and SOC 2 Type II controls.

(d) Data Retention. Platform-mediated transaction records are retained for seven (7) years from the date of the record, except as a longer retention period is required by applicable law. Employer is solely responsible for retention of Employer’s own records under applicable law.

(e) Employer Data Responsibilities. Employer is solely responsible for: (i) providing all required notices and obtaining all required consents from Eligible Participants and Enrolled Participants for the data flows contemplated by this Agreement; (ii) the accuracy and completeness of all data Employer provides through the Platform; (iii) Employer’s own data security at the Employer’s endpoints; and (iv) compliance with applicable privacy laws (including HIPAA, state privacy laws, GDPR where applicable, and any other applicable law) with respect to Employer’s own data activities.

5. HIPAA Posture; Business Associate Agreement

(a) Default Posture. The Platform is designed so that Healthcare Revolution does not routinely create, receive, maintain, or transmit PHI on behalf of Employer. In the default operating mode, Healthcare Revolution operates as a technology and administrative coordinator, not as a HIPAA covered entity or business associate.

(b) BAA on Request. If Employer determines, in consultation with Employer’s own counsel, that the Program is structured in a manner that causes Healthcare Revolution to be a business associate of Employer (or of Employer’s health plan) under HIPAA, Employer may request a Business Associate Agreement (“BAA”). Healthcare Revolution will, on Employer’s reasonable request, execute a BAA substantially in the form posted at www.betterbyhcr.com/policies, with reasonable customizations as the parties may agree.

(c) BAA Controls. Where a BAA is in place, the terms of the BAA control with respect to PHI. Where a BAA is not in place, Employer represents and warrants that Employer’s use of the Platform does not require a BAA, and Employer shall indemnify Healthcare Revolution for any third-party claim arising from the absence of a BAA in a circumstance where one was required under HIPAA.

6. Intellectual Property

(a) Healthcare Revolution IP. All intellectual property rights in the Platform, the Healthcare Revolution Marks, the Platform technology, training curricula (including the CELA program), document templates, marketing materials, sales playbooks, the Top Hat / Section 125 / HSA / benefit structure architecture, 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 in Healthcare Revolution IP to Employer.

(b) License to Employer. During the Term, Healthcare Revolution grants Employer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (i) use the Platform for the purposes contemplated by the Agreement; (ii) use, modify, and adapt the document templates Healthcare Revolution provides through the Platform for purposes of Employer’s Program (with Employer’s own counsel’s review); and (iii) use the Healthcare Revolution Marks solely to identify Employer’s participation in the Program, in accordance with the Marketing and Co-Branding Policy. This license terminates immediately upon termination or expiration of the Agreement.

(c) Employer Materials. Employer retains all intellectual property rights in Employer’s name, marks, internal documents, and other materials existing prior to the Agreement or developed independently of the Agreement.

(d) Feedback. If Employer provides Healthcare Revolution with any feedback, suggestions, or ideas regarding the Platform or Platform Services, Healthcare Revolution may use such feedback freely and without restriction, and any improvements or derivatives are owned by Healthcare Revolution.

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

7. Mutual Indemnification

(a) Indemnification by Employer. Employer 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) Employer’s breach of the Agreement or these Master Terms; (ii) Employer’s negligence or willful misconduct; (iii) Employer’s eligibility determinations and the eligibility attestation under Section 2(b) of the Agreement; (iv) Employer’s design, structure, sponsorship, administration, operation, or compliance posture of the Program; (v) Employer’s misrepresentations to any Enrolled Participant, regulator, insurer, or other third party regarding Healthcare Revolution’s role; (vi) any tax, ERISA, HIPAA, Section 125, Section 223, ACA, IRS, DOL, or state-level regulatory, audit, or compliance matter arising from the Program; (vii) any benefit claim brought by an Enrolled Participant or beneficiary; (viii) Employer’s data inputs and Employer’s data activities under Section 4(e); or (ix) the absence of a BAA in a circumstance where one was required under HIPAA.

(b) Indemnification by Healthcare Revolution. Healthcare Revolution shall indemnify, defend, and hold harmless Employer 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) Indemnification Procedure. The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the indemnifying party (the “Indemnifying Party”) of any claim for which indemnification is sought. The Indemnifying Party shall have the right to control the defense of the claim with counsel of its choosing reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense 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 payment of money for which the Indemnifying Party is fully responsible. Failure of the Indemnified Party to give prompt notice does not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by the delay.

8. Limitation of Liability

EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, (B) BREACHES OF CONFIDENTIALITY UNDER SECTION 7 OF THE AGREEMENT, (C) EMPLOYER’S PAYMENT OBLIGATIONS UNDER SECTION 5 OF THE AGREEMENT AND EMPLOYER’S ACCRUED-FEE OBLIGATIONS UNDER SECTION 6(E) OF THE AGREEMENT, (D) BREACHES OF INTELLECTUAL PROPERTY OR LICENSE RESTRICTIONS UNDER SECTION 6 OF THESE MASTER TERMS, 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, REGULATORY FINES OR PENALTIES, AUDIT ASSESSMENTS, OR LOSS OF GOODWILL. SUBJECT TO THE FOREGOING EXCEPTIONS, HEALTHCARE REVOLUTION’S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY EMPLOYER TO HEALTHCARE REVOLUTION UNDER THE AGREEMENT.

EMPLOYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE LIMITATION IN THIS SECTION 8 APPLIES TO, AND HEALTHCARE REVOLUTION SHALL HAVE NO LIABILITY FOR, ANY TAX, ERISA, HIPAA, SECTION 125, SECTION 223, ACA, IRS, DOL, STATE INSURANCE OR BENEFIT, OR OTHER REGULATORY FINE, PENALTY, AUDIT FINDING, ASSESSMENT, OR CLAIM AGAINST EMPLOYER OR ANY ENROLLED PARTICIPANT ARISING FROM (I) EMPLOYER’S CHOICE OF PROGRAM STRUCTURE, (II) EMPLOYER’S ELIGIBILITY DETERMINATIONS (INCLUDING WITHOUT LIMITATION ANY DETERMINATION REGARDING SELECT-GROUP STATUS UNDER A TOP HAT PLAN, SECTION 125 NONDISCRIMINATION, SECTION 223 HSA ELIGIBILITY, OR ANY OTHER STRUCTURE-SPECIFIC ELIGIBILITY REQUIREMENT), (III) ANY TAX CHARACTERIZATION OR REPORTING, (IV) ANY COMPLIANCE FAILURE BY EMPLOYER, OR (V) ANY SUSPENSION OF PLATFORM SERVICES FOR NON-PAYMENT OR OTHER BREACH BY EMPLOYER.

9. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full legal authority to enter into and perform the Agreement, and the execution and performance of the Agreement does not violate any law, regulation, judgment, or other agreement by which it is bound; (b) it is not currently subject to any debarment, exclusion, or suspension from any federal or state healthcare program or financial services regulator, and has no knowledge of any pending or threatened action that would result in such status; and (c) all information provided to the other party in connection with the Agreement is true, complete, and accurate in all material respects.

In addition, Employer represents and warrants that: (d) Employer has selected and structured the Program in consultation with Employer’s own qualified legal, tax, benefits, accounting, insurance, and compliance advisors; (e) every individual Employer enrolls or causes to be enrolled in the Program through the Platform meets the eligibility requirements of the structure Employer has chosen; (f) Employer has obtained all consents and provided all notices required for the data flows contemplated by the Agreement; (g) Employer has authority to authorize the payment method on file under Section 5 of the Agreement; and (h) Employer is not relying on Healthcare Revolution for any legal, tax, accounting, benefits, insurance, fiduciary, or compliance advice.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT AND THESE MASTER TERMS, THE PLATFORM AND PLATFORM 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, ACCURACY, AND QUIET ENJOYMENT. HEALTHCARE REVOLUTION DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED.

10. Termination; Survival

The term, auto-renewal, and termination provisions in Section 6 of the Agreement govern. Upon termination or expiration of the Agreement: (a) Employer’s license under Section 6(b) of these Master Terms terminates immediately, and Employer shall cease all use of Healthcare Revolution Marks, Platform materials, and document templates within ten (10) Business Days; (b) Healthcare Revolution shall provide the wind-down transition support described in Section 6(f) of the Agreement; (c) Employer’s payment obligations through the effective date of termination, and any accrued-Fee obligations under Section 6(e) of the Agreement, remain due and payable; and (d) the provisions of the Agreement and these Master Terms that by their nature should survive termination, including without limitation Sections 2(b)-(d), 3, 5(e), 6(e)-(f), 7, 8, and 9 of the Agreement and Sections 4, 6, 7, 8, 9, 11, 12, 13, 14, 15, and 16 of these Master Terms, survive termination or expiration.

11. 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. Either party may initiate mediation by written notice; if the parties have not resolved the dispute within sixty (60) days after the initiating notice, either party may proceed under Section 11(c). Notwithstanding the foregoing, Healthcare Revolution may proceed directly to collection of unpaid Fees and accrued-Fee obligations under Section 6(e) of the Agreement without first proceeding through mediation.

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

(d) Injunctive Relief Carve-Out. Notwithstanding Sections 11(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 pending arbitration. The parties stipulate that the state and federal courts located in Palm Beach County, Florida have personal jurisdiction over the parties and are a convenient forum for any such proceedings, and each party waives any defense based on lack of personal jurisdiction, improper venue, or forum non conveniens.

(e) Attorneys’ Fees and Costs. In any mediation, arbitration, or court proceeding arising out of or relating to the Agreement or these Master Terms, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, expert witness fees, mediation and arbitration fees, court costs, and other reasonable expenses incurred in connection with the proceeding, in addition to any other relief awarded.

(f) Jury Trial and Class Action Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THESE MASTER TERMS. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THE PARTIES’ INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under the Agreement or these Master Terms (other than Employer’s payment obligations, which are absolute and unconditional) to the extent the delay or failure is caused by events beyond the party’s reasonable control, including without limitation acts of God, natural disasters, pandemics, war, civil unrest, terrorist acts, governmental actions, labor disputes (other than those involving the affected party’s own workforce), and failures of internet, payment processing, or telecommunications infrastructure not operated by the affected party. The affected party shall give prompt notice and use commercially reasonable efforts to mitigate the effect. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the Agreement upon written notice. Employer’s payment obligations for Fees accrued through the date of termination remain due and payable.

13. Notices

All notices and other communications required under the Agreement or these Master Terms 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 shall be deemed delivered: (a) when received, if delivered by hand or by overnight courier; (b) three (3) Business Days after deposit in the U.S. mail, if sent by certified mail, return receipt requested; or (c) on the Business Day sent, if sent by email with confirmation of receipt before 5:00 p.m. Eastern Time on a Business Day, otherwise the next Business Day. Routine operational communications (other than notices of breach, termination, dispute, or non-renewal) may be sent through the Employer portal.

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 www.betterbyhcr.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)

• Customer Service and Escalation Policy

• Reporting and Analytics Policy

• Wind-Down and Transition 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. Employer’s continued use of the Platform after the effective date constitutes acceptance.

15. Assignment

Employer 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 Employer (defined as a transaction or series of transactions transferring more than fifty percent (50%) of Employer’s voting equity or substantially all of Employer’s 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 transaction, on written notice to Employer. The Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.

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, communications, and proposals, whether written or oral.

(b) Amendment. Except for Platform Policy modifications under Section 15 and Master Terms modifications subject to the versioning provisions on the cover page, no amendment to the Agreement is effective unless in writing and signed by both parties (which may be by electronic signature).

(c) Severability; Reformation. If any provision of the Agreement or these Master Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the maximum extent necessary to be enforceable under applicable law. The parties expressly authorize the court or arbitrator to reform any such provision.

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

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

(f) Cumulative Remedies. The rights and remedies of the parties under the Agreement and these Master Terms are cumulative and not exclusive of any other rights or remedies available at law, in equity, by statute, or otherwise. Election of one remedy does not preclude election of another.

(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 Enrolled Participant, executive, employee, beneficiary, regulator, insurer, or other third party has any rights, remedies, claims, or causes of action under the Agreement or these Master Terms.

(h) Independent Counsel; No Reliance. Each party acknowledges that it has had the opportunity to consult with independent legal, tax, accounting, benefits, and compliance counsel of its own choosing before entering into the Agreement, and that it has not relied on any representation or statement of the other party (or any agent of the other party) other than those expressly set forth in the Agreement and these Master Terms. Each party assumes the risk of any mistake or misunderstanding regarding facts not warranted in the Agreement.

(i) Counterparts; Electronic Execution. The Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures (including click-to-accept 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 under the Agreement and these Master Terms.

(k) Survival. All provisions of the Agreement and these Master Terms that by their nature should survive termination survive termination or expiration of the Agreement.

(l) Further Assurances. Each party shall execute and deliver such additional documents and take such additional actions as the other party may reasonably request to carry out the purposes of the Agreement and these Master Terms.

(m) 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 between the parties. Neither party has authority to bind the other except as expressly authorized in writing.

(n) Notices Regarding Insolvency. Employer shall promptly notify Healthcare Revolution in writing of any voluntary or involuntary bankruptcy filing, assignment for the benefit of creditors, appointment of a receiver, or material insolvency event affecting Employer. Failure to notify is a material breach.

‍