Software as a Service License Agreement

Terms of Service for providers using the NoBackOffice Platform

This Software as a Service Agreement (this "Agreement") is made as of the Effective Date by and between NoBackOffice, Inc. ("NoBackOffice"), and the Customer who accepts or executes this Agreement ("Customer"). NoBackOffice and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

Recitals

WHEREAS, NoBackOffice has developed an electronic health records (EHR) and billing platform ("Platform") that provides various administrative, billing and back-office support services to providers such as Customer.

WHEREAS, Customer is a provider who desires to access and use the Platform in conjunction with the healthcare services offered by the Customer ("Professional Services").

1. Definitions

(a) "Authorized User" means Customer's employees and consultants (i) who are authorized by Customer to access and use the Technology Services under the rights granted to Customer pursuant to this Agreement, and (ii) for whom access to the Technology Services has been purchased hereunder.

(b) "Customer Data" means, other than Statistics, information, data, and other content, including, but not limited to, clinical and laboratory data, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Technology Services.

(c) "Documentation" means NoBackOffice's user manuals, handbooks, and guides relating to the Technology Services provided by NoBackOffice to Customer either electronically or in hard copy form/end user documentation relating to the Technology Services.

(d) "NoBackOffice IP" means the Technology Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing, including, without limitation, the Platform. For the avoidance of doubt, NoBackOffice IP includes Statistics and any information, data, or other content derived from NoBackOffice's monitoring of Customer's access to or use of the Technology Services, but does not include Customer Data.

(e) "Technology Services" means the software-as-a-service offering described in Exhibit A.

(f) "Customized Services" means, to the extent applicable, any additional or tailored services that NoBackOffice will provide related to the Technology Services pursuant to each statement of work as hereafter executed by the parties (each, a "SOW"). A statement of work shall be in the form on Exhibit C.

(g) "Third Party Products" means any third party products described in Exhibit A provided with or incorporated into the Technology Services.

(h) "Statistics" means data and information that is not Protected Health Information as defined by HIPAA and is related to (i) Customer's use of the Technology Services and (ii) Customer's metadata.

2. Access and Use

(a) Provision of Access

Subject to and conditioned on Customer's payment of the Fees and compliance with all the terms and conditions of this Agreement, NoBackOffice hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(i)) right to access and use the Technology Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such access and use are limited to Customer's internal use and Customer will not access or use the Technology Services for any other purpose. NoBackOffice shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Technology Services.

(b) Documentation License

Subject to the terms and conditions contained in this Agreement, NoBackOffice hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(i)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Technology Services pursuant to this Agreement.

(c) Use Restrictions

Customer shall not use the Technology Services for any purposes beyond the scope of this Agreement or any applicable SOWs. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to or attempt to: (i) copy, modify, or create derivative works of the Technology Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Technology Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Technology Services, in whole or in part; (iv) remove any proprietary notices from the Technology Services or Documentation; or (v) use the Technology Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, or that violates any applicable law, including, but not limited to, any United States export law.

(d) Reservation of Rights

NoBackOffice reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or to any third party any intellectual property rights or other right, title, or interest in or to the NoBackOffice IP.

(e) Suspension

Notwithstanding anything to the contrary in this Agreement, NoBackOffice may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Technology Services if: (i) NoBackOffice reasonably determines that (A) there is a threat or attack on any of the NoBackOffice IP; (B) Customer's or any Authorized User's use of the NoBackOffice IP disrupts or poses a security risk to the NoBackOffice IP or to any other customer or vendor of NoBackOffice; (C) Customer, or any Authorized User, is using the NoBackOffice IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) NoBackOffice's provision of the Technology Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of NoBackOffice has suspended or terminated NoBackOffice's access to or use of any third party services or products required to enable Customer to access the Technology Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subsection (i), (ii), or (iii), a "Service Suspension"). NoBackOffice shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Technology Services following any Service Suspension, except for a Service Suspension under Section 2(e)(iii). NoBackOffice shall use commercially reasonable efforts to resume providing access to the Technology Services as soon as reasonably practicable after the event giving rise to the Service Suspension is cured to NoBackOffice's sole satisfaction, if at all. NoBackOffice will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. If the event giving rise to a Service Suspension is not or cannot be cured within a ten (10) day period, or such longer period as is commercially reasonable provided NoBackOffice is using diligent efforts to cure, either Party may terminate this Agreement.

(f) Statistics

Notwithstanding anything to the contrary in this Agreement, NoBackOffice may monitor Customer's use of the Technology Services and collect and compile Statistics. As between NoBackOffice and Customer, all right, title, and interest in the Statistics, and all intellectual property rights therein, belong to and are retained solely by NoBackOffice. Customer acknowledges that NoBackOffice may compile Statistics based on Customer's use of the Technology Services. Customer agrees that NoBackOffice may (i) make Statistics publicly available in compliance with applicable law, and (ii) use Statistics to the extent and in the manner permitted under applicable law; provided that such Statistics do not identify Customer or Customer's Confidential Information.

3. Responsibilities

(a) Connectivity

Customer is solely responsible for providing, furnishing and maintaining all hardware, software, and communications systems to its Authorized Users, including maintaining and ensuring any and all connections to the Internet to facilitate use of the Technology Services, including the payment of any fees or expenses relating thereto. NoBackOffice has no responsibility to ensure Customer acquires and maintains such Internet connectivity. If NoBackOffice notifies Customer that Customer's communications systems are incompatible with the Technology Services, Customer will eliminate the incompatibility. NoBackOffice has no liability in the event Customer is unable to access the Technology Services at any time or for any period due to any failure of Internet access or connectivity.

(b) Passwords

Customer is solely responsible for ensuring the confidentiality and security of any password(s) associated with the Technology Services, and bears all liability or loss resulting from unauthorized use of any password(s) associated with Customer's account. Customer will abide and assure that all Authorized Users abide by any and all password requirements and protocols that are required in order to access and use the Technology Services.

(c) Usage

Customer is responsible and liable for all access and uses of the Technology Services and Documentation by Customer and all Authorized Users, whether direct or indirect, and whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Technology Services, and shall cause Authorized Users to comply with such provisions.

(d) Compliance

Customer is solely responsible for complying with and assuring that all Authorized Users comply with any and all local, state and federal laws, rules, and regulations in its access and use of the Technology Services.

(e) Third Party Products

NoBackOffice may from time to time make Third Party Products available to Customer. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install or use such Third Party Products.

(f) Protected Health Information

In its use of the Services, Customer may disclose to NoBackOffice, and NoBackOffice may store "Protected Health Information" or "PHI" (as defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA")) on behalf of Customer. All PHI transmitted between the parties shall be governed by a Business Associate Agreement ("BAA") attached hereto as Exhibit D (published separately on this website as the Business Associate Agreement).

(g) Use of Customer Logo and Name

Customer grants NoBackOffice a non-exclusive, royalty-free license to (i) use Customer's name to identify them as a NoBackOffice customer for marketing; and (ii) disclose practice operations and earnings data, provided subsection (ii) disclosures are de-identified as to both Customer and the provider. Any use of Customer's logos, images of the practice or any Customer provider, or any quote, statement, testimonial, or other content attributed to Customer or Customer provider requires Customer's prior written approval of the specific use. Customer may instruct NoBackOffice in writing at any time to defer or suspend all marketing use, including before launch or during any period Customer specifies.

(h) Compliance with Applicable Laws and Regulations

The Parties each represent and warrant that: (i) such Party has full authority to enter into this Agreement; (ii) such Party's performance hereunder does not violate any other agreement or law; and (iii) such Party will comply with all applicable federal and state laws, including HIPAA and HITECH and all applicable state laws governing the practice of medicine, the prescribing of controlled substances, and the confidentiality of medical information, as applicable. Customer further represents and warrants that Customer provider holds and will maintain in good standing all licenses, certifications, registrations, and insurance required to practice.

(i) Sole Similar Relationship

Customer agrees that during the Term of this Agreement, NoBackOffice shall be the exclusive provider of services which constitute the Technology Services unless NoBackOffice provides prior written consent otherwise.

4. Support

The access rights granted hereunder entitle Customer to the support services described in Exhibit A during the Term.

5. Fees

(a) Fees

Within seven (7) business days of the Effective Date of this Agreement, Customer shall pay NoBackOffice the one-time onboarding fee as set forth in Exhibit B (the "Startup Fee"). Customer shall also pay NoBackOffice the applicable transaction fee, as set forth in Exhibit B (the "Transaction Fee," and, collectively with the Startup Fee, the "Fees"), for each Professional Service billed by NoBackOffice on behalf of Customer. Customer shall maintain accurate records with respect to patient visits and shall not improperly classify a patient appointment for the purpose of avoiding applicable Transaction Fees. Transaction Fees shall be automatically deducted from Customer's Stripe Express Account. The default frequency for payment of Transaction Fees shall be on a monthly basis in arrears; however, Customer may choose another cadence option made available by NoBackOffice for payment of such fees if Customer prefers. If the funds in Customer's Stripe Express Account are insufficient to cover the Transaction Fees, NoBackOffice shall charge the outstanding amount to Customer's payment method saved to file. If Customer has insufficient funds to cover the Transaction Fee(s) or if the payment method saved to file is declined, without limiting NoBackOffice's other rights and remedies: (i) NoBackOffice may charge interest on the past due amount at the rate of two percent (2%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse NoBackOffice for all reasonable costs incurred by NoBackOffice in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for sixty (60) days or more, NoBackOffice may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amount is paid in full. Transaction Fees are not subject to refunds to the extent a billed payor later recoups funds paid to Customer, or determines an overpayment was made to Customer.

(b) Customized Services Fees

To the extent applicable, fees associated with any Customized Services shall be set forth in the relevant SOW.

(c) Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on NoBackOffice's income.

(d) Nature of Fees

All fees contemplated under this Agreement as payable to NoBackOffice are in exchange for the Technology Services provided. These fees do not constitute a share of fees for Customer's Professional Services, payment for referrals, or compensation for clinical services.

6. Confidentiality

(a) Definition of Confidential Information

"Confidential Information" means any and all tangible and intangible information either Party may disclose or make available to the other Party including information about its business affairs, products, confidential intellectual property, trade secrets, third party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential". Confidential Information includes, without limitation: (i) NoBackOffice IP; (ii) Customer Data (excluding PHI, which shall instead be governed by the Parties' BAA); nonpublic information relating to a Party's technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (iii) third party information that NoBackOffice is obligated to keep confidential; (iv) the material terms and conditions of this Agreement; and (v) any nonpublic information relating to any activities conducted hereunder.

(b) Exclusions

Notwithstanding the above, the term "Confidential Information" does not include any information that, at the time of disclosure, is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party.

(c) Use of Confidential Information

Each Party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and it shall not disclose the Confidential Information to any other person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.

(d) Required Disclosures

Notwithstanding the foregoing, a receiving Party may disclose Confidential Information of the disclosing Party to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that: (i) the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause such Party to violate a court order or other legal requirement); (ii) the Party making the disclosure discloses only such information as is required by the court order or governmental body or other legal requirement; and (iii) the Party making the disclosure uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

(e) Return of Information

On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

7. Intellectual Property Ownership; Feedback

(a) NoBackOffice IP

Customer acknowledges that, as between Customer and NoBackOffice, NoBackOffice owns, directly or indirectly, all right, title, and interest, including all intellectual property rights, in and to the NoBackOffice IP; provided, however, that, with respect to Third Party Products, the applicable third party provider owns all right, title, and interest, including all intellectual property rights, in and to the Third Party Products. Customer shall not challenge NoBackOffice's ownership of the NoBackOffice IP.

(b) Customer Data and Statistics

NoBackOffice acknowledges that, as between NoBackOffice and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to NoBackOffice a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data solely as may be necessary for NoBackOffice to provide the Technology Services. Customer hereby grants to NoBackOffice a non-exclusive, royalty-free, worldwide license to collect, compile, reproduce, distribute, modify, and otherwise use and display the Statistics.

(c) Feedback

If Customer or any of its employees, contractors or agents send or transmit any communications or materials to NoBackOffice by mail, email, telephone, or otherwise, suggesting or recommending changes to the NoBackOffice IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), NoBackOffice is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to NoBackOffice on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and NoBackOffice is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although NoBackOffice is not required to use any Feedback.

8. Warranty Disclaimer

(a) Carrier Lines

(b) No Warranties

(c) Unauthorized Access; Lost or Corrupt Data

(d) No Clinical / Medical Advice or Practice by NoBackOffice

NoBackOffice does not provide any clinical or medical advice, representations, or practices in any way regarding any clinical or medical issues associated with any patients receiving the Professional Services from Customer under this Agreement. The information furnished in the Technology Services may be generated through the use of artificial intelligence. This information is not intended to be and is not a substitute for professional advice and is not intended to replace the judgment of a qualified physician, nurse, pharmacist or other healthcare professional. Medical information changes rapidly. While NoBackOffice uses reasonable efforts to ensure that the information furnished in the Technology Services and the interactive responses are accurate and up to date, such information and/or the Technology Services may contain technical inaccuracies or typographical errors. NoBackOffice does not guarantee that the content in the Technology Services covers all possible uses, directions, precautions, drug interactions, or adverse effects that may be associated with any guideline, alert, diagnosis, procedure or therapy. NoBackOffice reserves the right to make changes, corrections and/or improvements to such information and the Technology Services at any time without notice. NoBackOffice assumes no liability or responsibility for any errors or omissions in the content of the Technology Services.

9. Indemnification

(a) NoBackOffice Indemnification

NoBackOffice shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third party claim, suit, action, or proceeding ("Third Party Claim") that the Technology Services, or any use of the Technology Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Customer promptly notifies NoBackOffice in writing of the claim, cooperates with NoBackOffice, and allows NoBackOffice sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit NoBackOffice, at NoBackOffice's sole discretion, to (i) modify or replace the Technology Services, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If NoBackOffice determines that neither alternative is reasonably available, NoBackOffice may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Technology Services in combination with data, software, hardware, equipment, or technology not provided by NoBackOffice or authorized by NoBackOffice in writing; (B) modifications to the Technology Services not made by NoBackOffice; (C) Customer Data; or (D) Third Party Products.

(b) Customer Indemnification

Customer shall indemnify, hold harmless, and, at NoBackOffice's option, defend NoBackOffice from and against any Losses resulting from any Third Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third Party Claims based on Customer's or any Authorized User's: (i) negligence or willful misconduct; (ii) use of the Technology Services in a manner not authorized by this Agreement; (iii) use of the Technology Services in combination with data, software, hardware, equipment or technology not provided by NoBackOffice or authorized by NoBackOffice in writing; or (iv) modifications to the Technology Services not made by NoBackOffice, provided that Customer may not settle any Third Party Claim against NoBackOffice unless NoBackOffice consents to such settlement, and further provided that NoBackOffice will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice.

(c) Sole Remedy

10. Limitations of Liability

11. Term and Termination

(a) Term

The term of this Agreement begins on the Effective Date and will continue for one (1) year, unless terminated earlier pursuant to this Agreement's express provisions (the "Initial Term"). This Agreement will automatically renew for successive one (1) year renewal terms (each, a "Renewal Term" and together with the Initial Term, the "Term") unless either Party provides forty-five (45) days' advance written notice of its intent to terminate the Agreement. Upon each initiation of a Renewal Term, NoBackOffice reserves the right to increase Fees subject to sixty (60) days' advance notice, and any such fee increase may be subject to a mutually agreed upon discount.

(b) Termination

In addition to any other express termination right set forth in this Agreement:

• NoBackOffice may terminate this Agreement if Customer fails to pay any amount when due hereunder, and such failure continues uncured more than thirty (30) days after NoBackOffice's delivery of written notice of a breach thereof.
• Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
• Either Party may terminate this Agreement if the other Party materially breaches this Agreement, provided the non-breaching Party first provides thirty (30) days' notice of such material breach to the breaching Party and the breaching Party fails to cure the breach within the thirty (30) day period.
• Either Party may terminate this Agreement without cause upon sixty (60) days' prior written notice to the other Party. The termination shall be effective upon the expiration of the notice period, unless otherwise agreed in writing by both Parties.
• The term of this Agreement will automatically terminate upon the termination of the BAA for any reason.

(c) Effect of Expiration or Termination

Upon expiration or earlier termination of the Term of this Agreement, Customer shall immediately discontinue use of the NoBackOffice IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the NoBackOffice IP and certify in writing to NoBackOffice that the NoBackOffice IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay the Fees that may have become due before such expiration or termination, or entitle Customer to any refund, including, but not limited to, with respect to any prepaid Fee. Any payments held in Customer's Stripe account pursuant to Exhibit A will be released to Customer upon termination or expiration in accordance with the terms of Exhibit A. In the event of expiration or termination of this Agreement, there is an export feature in the Technology Services which will enable Customer to retrieve Customer Data contained within the Technology Services prior to the expiration or termination date. Such export shall be in a commonly-accepted format that can be imported into or used with another electronic health records system. It is Customer's sole responsibility (not NoBackOffice's) to manage, maintain, store, or export files containing the Customer Data within the Technology Services to ensure the secure preservation of Customer Data (including PHI) for Customer and Customer patients pursuant to federal and state law. However, if any submitted claims remain outstanding upon termination or expiration of the Agreement, NoBackOffice shall retain Customer Data until the earlier of: (a) thirty (30) days post-termination or expiration; or (b) the date on which all claims are adjudicated, at which point NoBackOffice shall export all Customer Data and provide such exported file(s) to Customer.

(d) Survival

Section 1, the last sentence of Section 3(f), Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 11(c), this Section 11(d), and Section 12 shall survive the expiration or any earlier termination of this Agreement for any reason.

12. Miscellaneous

(a) Designated Representatives

Each Party shall appoint a designated representative (and an alternate to act when the former is unavailable) to be the contact person for such Party with respect to this Agreement and the rights and obligations of such Party hereunder.

(b) Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses designated by each Party (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section 12(b)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or electronic mail or certified or registered mail (in each case, return receipt requested, postage pre-paid). Material communications, including notices of breach or termination, must be sent by overnight or US mail. Except as otherwise provided in this Agreement and for Notices delivered via electronic mail, which are effective upon delivery, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section 12(b).

(c) Communications

NoBackOffice reserves the right to send Customer communications or data regarding the Technology Services, including but not limited to: (i) notices about the use of the Technology Services, including any notices concerning violations of use; (ii) updates; and (iii) promotional information and materials regarding NoBackOffice products and services, via electronic mail.

(d) Force Majeure

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(e) Amendment and Modification; Waiver

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(f) Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(g) Governing Law; Submission to Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

(h) Dispute Resolution

The Parties shall resolve all disputes, claims or controversies arising out of or relating to this Agreement or to a breach, interpretation, validity or termination hereof (a "Dispute") in accordance with the provisions of this Section 12(h).

• In the event of a Dispute, subject to the provisions of Section 12(h)(iii), the Parties shall meet and discuss in good faith for a period of at least thirty (30) days following notice from one Party to the other Party whether an amicable resolution can be reached.
• Subject to the provisions of Section 12(h)(iii), in the event of a Dispute that is not resolved within such thirty (30) day period by the Parties, such Dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The arbitrator shall have experience with complex commercial software licensing arrangements. The prevailing Party shall be entitled to an award of reasonable attorneys' fees.
• Notwithstanding anything to the contrary in this Agreement, to the extent that an action in the nature of an injunction, temporary restraining order, or other similar emergency or equitable relief is required to enforce any provision of this Agreement, including, without limitation, Section 2(c), Section 6, or Section 7(a), or to protect or enforce any intellectual property rights of a Party, either Party may, at its option, bring an action in any court of competent jurisdiction in order to obtain prompt and effective relief.

(i) Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of NoBackOffice. For avoidance of doubt, any "change of control" transaction involving Customer shall be deemed an assignment of this Agreement. Any purported assignment or delegation in violation of this Section 12(i) will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns.

(j) Export Regulation

The Technology Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Technology Services or the underlying software or technology to, or make the Technology Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Technology Services or the underlying software or technology available outside the US.

(k) US Government Rights

Each of the Documentation and the software components that constitute the Technology Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Technology Services and Documentation as are granted to all other end users, in accordance with (i) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(l) Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(m) Entire Agreement

This Agreement, together with any other documents incorporated herein by reference including all applicable SOWs, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the BAA; (ii) second, this Agreement, excluding any Exhibits or SOWs; (iii) third, the Exhibits (other than the BAA) to this Agreement as of the Effective Date; (iv) fourth, any applicable SOWs; and (v) other documents incorporated herein by reference.

(n) Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Exhibit A: Technology Services Provided by NoBackOffice

1. Technology Services

The Technology Services consist of an all-in-one Platform that provides the offerings described below.

(a) Self-Booking

Patients book through a link on the Customer's website, selecting services and paying via self-pay or insurance (insurance appears only if Customer accepts it). Patients can also book by email or text, and the AI receptionist sends the payment or booking link.

(b) Receptionist

The Platform AI receptionist functionality can auto-answer patient emails and texts (appointments, FAQs) based on settings Customer configures, including the AI's privileges and confidence level. The practitioner can view all communication threads and step into any conversation mid-thread. If the patient paying with insurance wants to book an appointment, the AI receptionist will do the insurance eligibility check and collect any payments before booking.

(c) Calendar, Charting, Questionnaires, Lab Orders, ePrescription

The calendar functionality of the Platform allows Customer to set business hours and create, reschedule, and cancel appointments, or mark appointments as no-shows. The Platform creates an AI-generated patient summary alongside provider notes, with custom note templates, private notes (maintained separately from the patient's electronic medical record), and dot phrases. The Platform leverages AI to score patient questionnaires and provides insights. Customers can send lab orders, save patient files, and prescribe controlled and non-controlled substances via DoseSpot integration (Customer can register with DoseSpot directly through the Platform).

(d) Clinical Research Tool

NoBackOffice has developed its own clinical research tool, similar to UpToDate or OpenEvidence. The tool leverages AI to answer clinical questions with citations from academic sources. Customer agrees to use independent medical judgment when making any decisions based upon information provided from this tool. Accuracy is not guaranteed.

(e) Scribe

The Platform records in-person or virtual visits (stored on AWS, playable back), transcribes the audio, and generates AI suggestions for each chart field, which Customer provider can approve, decline, or regenerate. The Platform supports multiple and mixed languages. Customer is responsible for ensuring patient consent to record/transcribe the patient encounter is obtained. Such consent shall be documented.

(f) Billing

Responsibility. Customer will complete and sign clinical notes which contain the diagnosis (ICD-10) codes and procedure information (CPT codes) about each visit. Upon the signing of the clinical note, NoBackOffice, through the Platform, will auto-submit an insurance claim from the note via an electronic clearinghouse to the appropriate payor. NoBackOffice will be responsible for monitoring claim progress, correcting claims, and following up with the payor regarding any rejected, denied, or delayed claims. While NoBackOffice takes the primary operational role relative to claims management, Customer acknowledges and agrees that claims management is a shared responsibility. Customer retains responsibility for reviewing the status of its claims, providing any information or documentation requested by NoBackOffice or a payor, and otherwise cooperating in resolving claim issues.

Timing. The claim will be submitted within two (2) business days of Customer's signing of the clinical note, provided that claims submission may be delayed if: (a) the clinical note or any saved patient information is inaccurate or incomplete, or otherwise requires additional information; or (b) there is an outage of a third party service which impacts NoBackOffice's ability to submit the claim. In the occurrence of either (a) or (b), the claim shall be submitted as soon as all issues are resolved.

Transparency. Customer can view its revenue and claims statuses anytime via the Platform.

Stripe Payment Processing Services. In order to use payment processing services and the billing services, Customer must agree to the Stripe Connected Account Agreement and any other applicable Stripe agreement (incorporated herein by reference) that is available to Customer when creating Customer's Stripe Express Account, which shall be connected to NoBackOffice's Stripe account. No transactions will occur in Customer's Stripe Express Account until Customer clicks to agree to the Stripe Services Agreement or the Stripe Connected Account Agreement (as applicable). When Customer patients pay for healthcare services through the Technology Services, the following terms apply:

• We reserve the right to cause Stripe to hold back funds received in Customer's Stripe account for up to 45 business days prior to making the funds available to Customer.
• Customer authorizes that outstanding sums due and owing as a result of chargebacks, ACH rejects or reversals, disputes, over-payments, payment errors, and invalidated payments and other refunds or credits (each and collectively "Chargeback(s)"), may be automatically debited from Customer's deposit accounts for such purpose on a daily basis and that non-sufficient funds for these debits, or blocking or otherwise rendering inaccessible any such deposit accounts, are grounds for an increase in fees, suspension of the Services or termination of this Agreement. In the event of any such occurrence leading to non-payment of any sums due for Chargebacks or otherwise, NoBackOffice reserves the right to withdraw such sums from Customer's biller accounts, offset or net settle these sums (i.e., deduct funds owed from disbursements to Customer), against future deposits, or withhold future deposits until such sums are paid in full, at any time to ensure payment of the same. The foregoing rights survive termination of this Agreement.
• In the event of a Chargeback, Customer will be responsible to refund (or allow NoBackOffice to chargeback from Customer) the fee imposed on NoBackOffice by the payment processor.
• NoBackOffice reserves the right to suspend Customer's Stripe account in the event of excessive disputes or chargebacks.
• NoBackOffice reserves the right to withhold payment to Customer of the funds in Customer's Stripe account to review for suspicious or fraudulent activity and to prevent payouts during the review period.
• NoBackOffice reserves the right to withhold payment to Customer of the funds in Customer's Stripe account when a lien or levy has been placed on Customer's account and to prevent payouts until the lien or levy is resolved.
• NoBackOffice reserves the right to refund transactions that have been classified as fraudulent after investigation.
• NoBackOffice reserves the right to deny online payment processing for any reason, including for fraud or other suspicious activity.
• Customer will ensure that no payments are processed in any country sanctioned by the U.S. Office of Foreign Assets Control (OFAC), which list may be updated by OFAC from time to time.
• NoBackOffice shall not be responsible for any delays in the disbursement of funds caused by or resulting from technological or administrative issues with Stripe or Customer's bank.

Billing Process: Self-pay: Self-pay payments and patient-responsibility amounts (copays, coinsurance, and deductibles) shall be processed through secure Stripe payment links sent by NoBackOffice to the patient via email and/or text (depending on the patient's communication preference as configured by the Customer in the Platform), by auto-charging the patient card on file, or having the Customer provider manually press "charge" to charge the payment info saved on file, and will be subject to Stripe's applicable policies and payment-processing procedures. Customer must manually mark visits as "paid" in the Platform with the accurate amount received if the patient paid by cash or check. Customer is responsible to scan or mail copies of all checks to NoBackOffice. Customers are able to manually refund patients via the Platform. Alternatively, the Customer can configure the Platform to auto-refund a patient. If Customer requests assistance, a NoBackOffice staff member can also initiate a patient refund.

Billing Process: Insurance: The Platform collects copays and coinsurance, as well as any cancellation/no-show fees as set by Customer. Claim reimbursements are deposited by the payor directly into Customer's bank account, not through Stripe or NoBackOffice. Customer is also responsible to scan or mail copies of all checks and paper Explanations of Benefits (EOBs), ERAs, and other paper-based notices to NoBackOffice. No additional Transaction Fee shall be charged for corrected claims.

Patient Payments: Stripe processes all patient payments (including co-pays, coinsurance, and self-pay payments). Customer shall create and maintain a Stripe Express Account connected to NoBackOffice's account.

Processing Fees: Card and ACH processing fees ("Processing Fees") are imposed by NoBackOffice's payment processor or payment network, not by NoBackOffice. NoBackOffice does not charge, profit from, or absorb Processing Fees. Through the Platform, Customer can configure who bears the Processing Fee. Customer is responsible for ensuring any pass-through to patients complies with applicable law, payor contracts, and payment-network rules. Absent a valid election, Customer bears the Processing Fees.

Debt Collection: NoBackOffice does not provide debt collection services.

(g) Other

Through the Platform, Customer sets its EIN, NPI, practice address and contacts, and manages credentialed payors in the "Settings" functionality. A Customer can own multiple tenants (practices), each with its own EIN/TIN, billing flow, and Stripe account. Patients can be migrated from one tenant to another as long as it is for the same healthcare provider.

2. Support Services

(a) Training. During the onboarding process, NoBackOffice will provide training on how Customer is to use the Platform.

(b) Platform Availability and Service Interruption. NoBackOffice shall provide at least 95% access to and use of the Platform 24 hours per day, 7 days per week, excluding solely Scheduled Maintenance (each such availability percentage, as measured each calendar month, the "Availability Level"). NoBackOffice will continuously and proactively monitor the Platform. To the extent feasible, scheduled maintenance shall occur between 10:00 PM to 6:00 AM Pacific Time (such scheduled maintenance during such permitted times, "Scheduled Maintenance"). Under exceptional circumstances, NoBackOffice may experience the need for emergency maintenance, during which time the Platform will be unavailable to Customer ("Service Outage"). NoBackOffice will use reasonable efforts to notify Customer as promptly as possible of any actual or anticipated Service Outage. Customer will notify NoBackOffice of service interruptions or delays in the Platform that may be known to Customer. Customer will provide access to its designated contacts to assist NoBackOffice with correcting any Service Outage problems in a timely manner. NoBackOffice will also provide updates to Customer until the Service Outage has been corrected. Upon learning of any Service Outage, NoBackOffice will correct the Service Outage and restore Platform availability.

(c) Manual Assistance. NoBackOffice staff may intervene or manually perform tasks for Customer if Customer needs help with the Technology Services, or to the extent operational issues arise relating to the Technology Services.

Exhibit B: Standard Fees

Fees payable under this Agreement are described by category below. Specific amounts applicable to Customer are set forth in Customer's order form, pricing schedule, or other written confirmation provided by NoBackOffice at or after the Effective Date, and are not published on this page.

• NoBackOffice Startup Fee: One-time onboarding fee (as applicable).
• Transaction Fees: One of the following Fees shall apply to each Completed Visit. "Completed Visit" means a scheduled patient encounter that has occurred and has not been cancelled or designated as a no-show in the Platform.
  • Self-Pay Billing Fee: Each Completed Visit for which the patient does not use insurance and no claim is submitted to a payor would be subject to one Self-Pay Billing Fee.
  • Insurance Billing Fee: Each Completed Visit for which insurance is used and a claim is submitted, or intended to be submitted, to a payor would be subject to one Insurance Billing Fee.
  • Cancellation/No-Show Billing Fee: If a scheduled visit does not occur due to patient cancellation or no-show and the Customer successfully collects a cancellation or no-show charge, the Cancellation/No-Show Billing Fee shall apply. A cancelled appointment or no-show would not generate a Cancellation/No-Show Billing Fee if the Customer waives the charge or does not successfully collect it.

Exhibit C: Statement of Work: Customizable Services

NoBackOffice may provide Customized Services pursuant to a Statement of Work executed by the Parties. Customized Services may include, without limitation:

Business website creation

• The website and business profiles belong to the Customer and are maintained in the Customer's name.
• The Customer retains control over and approves all medical content, clinical claims, and advertised services.
• NoBackOffice is clearly identified as the third-party technology and administrative vendor responsible for building, hosting, and maintaining the applicable technology.
• NoBackOffice does not independently determine which medical services are advertised, make clinical claims, or blend its brand with the Customer's in a way that could confuse patients about who is providing care.
• Upon termination or expiration of this Agreement, NoBackOffice shall provide Customer with the information necessary for the Customer to maintain its website.

Fees for Customized Services, if any, shall be set forth in the applicable Statement of Work.

Related documents published separately on this website: Business Associate Agreement and Privacy Policy.