Ace78 Technologies Terms of Service

I. Introduction

These terms of service (the "Terms of Service for Organizations") describe your rights and responsibilities when using the Ace78 Technologies application (the "App" when accessed via mobile application, the "Website" when accessed via web browser, or the "Platform" when considered as a whole or accessed via any other means) as part of a coordinated service to connect and communicate with your patients. These Terms of Service for Organizations, our Privacy Policy, our Business Associate Agreement (if applicable) (attached hereto as Attachment A), and any other terms agreed to in writing by you and us (referred to collectively as the "Terms") govern your use of the Platform. Your patients' use of the Platform, or use of the Platform by any entity in the role of a patient on the Platform with respect to your organization, will be governed by a different set of terms. By accessing or using the Platform, you acknowledge that you have read, understood, and agreed to be legally bound by and comply with these Terms. If you do not agree with any of these Terms, you may not use the Platform. You understand and agree that satisfying the above requirements does not guarantee that you will access, use, or provide services through the Platform.

In these Terms, the terms "you" and "yours" refer to the entity, including any medical practice group or other health care provider organization, on whose behalf these Terms are entered into. The terms "we", "our", "us", and "Ace78 Technologies" collectively refer to Ace78 Technologies Health, Inc. Even though you may have arrived to the Platform through a website or mobile application operated or controlled by a third party, including by an affiliate of Ace78 Technologies, you understand and agree that these Terms are entered into between you and ACE78. You also understand and agree that the Platform and any services provided through these Terms are provided solely by Ace78 Technologies, and no other parent, subsidiary, or affiliate of ACE78. Any person using or accessing the Platform for or on behalf of you represents and warrants that they have the authority to download the App or use the Website and agree to these Terms on your behalf.

If you downloaded the App from the Apple App Store: These Terms incorporate by reference Apple's Licensed Application End User License Agreement (https://www.apple.com/legal/internet-services/itunes/dev/stdeula/), for purposes of which you are the "end user".

If you downloaded the App from the Google Play Store: These Terms incorporate by reference the Google Play Terms of Service (https://play.google.com/intl/en_gb/about/play-terms/).

If you accessed the Platform through the Website: These Terms apply.

II. Access; Account Registration

Conditioned upon your continued compliance with these Terms, Ace78 Technologies grants you, and other members of your organization, the right to access and use the Platform. To access and use all or part of the Platform, you are required to register and create an account. Any registration information you provide to Ace78 Technologies must be accurate, current, and complete. Your access credentials, such as your username and password, cannot be shared with or used by any person or entity except for you. You will be responsible for keeping your account, including access credentials, secure from unauthorized third-party access or use, and you must promptly notify Ace78 Technologies of any suspected or actual breach or unauthorized use thereof. You are responsible for all access to and use of the Platform using your credentials, including all acts and omissions. Ace78 Technologies may immediately suspend your account and access to the Platform if you violate, or Ace78 Technologies reasonably suspects that you have violated, these Terms. Upon termination of your account, your access to the Platform will be terminated with immediate effect.

III. Modification of the Terms

We reserve the right, in our sole discretion, to amend these Terms, in whole or in part, at any time and for any reason, without penalty or liability to you or any third party. We may notify you of such amendments, such as by email. However, you should check the Terms regularly to determine if any changes have been made. You can determine when the Terms were last revised by referring to the "Last Modified" notation above. If you use the Platform after the amended Terms have been posted, you will be deemed to have agreed to the amended Terms. If any of the provisions of these Terms are not acceptable to you, your sole and exclusive remedy is to discontinue your use of the Platform.

IV. Description of Ace78 Technologies

V. Your Responsibilities and Acknowledgment

As a condition of your use of the Platform, you agree to the following:

• All information you provide through the Platform is accurate, complete, and correct.
• If you are a provider of health care services, you have all the professional licenses or other certifications required under applicable state or federal laws or regulations to provide medical care, treatment, and other services, including remote consultations, in each jurisdiction where you provide such medical care, treatment, and other services.
• If you are a provider of health care services, you will not provide medical care, treatment, or other services to any person until you have established an appropriate doctor-patient or other provider-patient relationship as required under applicable state, federal, or other laws or regulations.
• If you are using the Platform, for communication or otherwise, on behalf of any entity other than yourself, you have the authority to do so.
• You will access the Platform only via hardware, software, networks, or other means (the "Local Environment") that are secure, private, and fit for their intended purpose in all ways. You understand that Ace78 Technologies does not control the Local Environment and that all matters, including adverse events, that are related to the Local Environment are entirely your responsibility.
• If, for any purpose, you provide Ace78 Technologies with any login credentials, access information, or similar materials for any third-party website or other service: you have authority, will not cause impermissible use, acknowledge Ace78 Technologies cannot guarantee security, agree Ace78 Technologies has no liability, and Ace78 Technologies may destroy such materials at its discretion.
• Your permission to use the Platform is only for your benefit and the benefit of your patients.
• Any communications from your patients or other entities which are received through the Platform may contain information that is important to the health and medical care of your patients. It is your responsibility to monitor those communications.
• The Platform is not for use with any material deemed illegal or unauthorized by state, federal, or other laws or regulations.
• You have the authority and any necessary consumer consent to upload all of the content to the Platform or Ace78 Technologies, and will only initiate communications where lawful consent has been obtained.
• You understand that Ace78 Technologies is responsible only for transmitting your communications and you remain fully responsible for the content, recipients, and timing thereof.
• You will immediately stop using the Platform to initiate communications to consumers who have withdrawn consent.
• We may provide Call Recording functionality. Notification, consent, and storage laws vary by jurisdiction (e.g., all-party consent states). You are solely responsible for compliance with all wiretapping and recording laws.
• We may provide AI and Automations (e.g. AI Scribe, speech-to-text, clinical summaries, and LLMs). You are solely responsible for reviewing and verifying all outcomes, and Ace78 Technologies is not liable for errors or omissions resulting from Automations.
• You represent and warrant compliance with all Anti-Corruption and Trade Laws, and warrant that you are not on any U.S. OFAC or BIS Restricted Party Lists.

VI. Requirements for Use

You must have a compatible mobile device or computer, access to the Internet, and certain necessary software and hardware, as we may stipulate from time to time in our sole discretion, in order to use the Platform. Fees and charges may apply to your use of the mobile services and to the Internet. Ace78 Technologies is not responsible for those or any other fees.

VII. Restrictions on Use

You will not, and will not encourage or permit others to:

• Use or attempt to use the Platform via any account that is not your own or share user credentials;
• Use the Platform via unauthorized automated means or bots;
• Infringe or violate any intellectual property or regulatory requirements;
• "Jailbreak" or "root" your mobile device operating system, which is a material security breach of these Terms;
• License, sublicense, sell, resell, transfer, assign, distribute, or commercially exploit the Platform;
• Build competing products or reverse engineer any feature or algorithm;
• Introduce viruses, Trojan horses, worms, or malicious code into the network;
• Submit Restricted Data (including 42 C.F.R. Part 2 substance use disorder records) unless specifically consented to and covered under our BAA.

VIII. Business Associate Agreement (BAA)

To the extent applicable, you understand and agree that Ace78 Technologies will be a "business associate" of yours (as defined in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, "HIPAA")) for purposes of HIPAA, pursuant to our Business Associate Agreement (Attachment A).

IX. Intellectual Property & Data Ownership

Ownership & License: Ace78 Technologies is the sole and exclusive owner of all right, title, and interest in and to the Platform and its general content, features, and functionality. Subject to compliance, Ace78 Technologies grants you an internal, limited, revocable, nonexclusive license for internal use.

Health Data & User Data: Healthcare organizations retain ownership of their Health Data. Ace78 Technologies does not claim ownership over patient PHI. You grant Ace78 Technologies the necessary technical license to process, de-identify, and transmit data strictly to provide services and comply with HIPAA regulations.

X. Payment & Free Trials

Your use may begin with a free trial. If you choose to subscribe, all payments must be made within thirty (30) days in United States dollars. Failure to maintain an active subscription or pay applicable fees will result in immediate suspension or termination of access. All fees are exclusive of applicable taxes.

XI. Privacy and Data Handling

Please review our Privacy Policy for details on data processing. You are responsible for providing appropriate notices and obtaining all requisite patient consents.

XII. Third-Party Materials and Linked Sites

Ace78 Technologies does not endorse or assume liability for third-party websites, providers, or external tools linked from the Platform. All interactions with third parties are at your sole risk.

XIII. Disclaimer

XIV. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Ace78 Technologies OR ITS RELATED PERSONS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, SERVICE INTERRUPTION, OR BODILY INJURY/DEATH). TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO Ace78 Technologies IN THE PRECEDING TWELVE (12) MONTHS.

XV. Indemnification

You agree to indemnify, defend, and hold harmless Ace78 Technologies, its officers, directors, employees, and agents from any third-party claims, liabilities, damages, or costs (including legal fees) arising from your breach of these Terms, unauthorized use, misuse of Call Recording, or violations of applicable regulations.

XVI & XVII. Platform Modifications, Suspension & Termination

Ace78 Technologies reserves the right to modify or discontinue features at any time. Either party may terminate with written notice. Accrued liabilities, disclaimers, limitations of liability, and arbitration provisions survive termination.

XVIII. Governing Law, Binding Individual Arbitration & Class Action Waiver

These Terms are governed by California state law. All disputes arising from these Terms or use of the Platform will be resolved exclusively through binding individual arbitration administered by the American Arbitration Association (AAA) in San Francisco, California. Both parties waive rights to a jury trial or class action proceedings.

XIX. Regulatory Compliance (TCPA, CAN-SPAM, CTIA & HIPAA)

You agree that all communications initiated via the Platform comply with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and CTIA Messaging Best Practices. You represent and warrant that you have obtained prior express written consent from all message recipients and maintain verifiable records thereof.

XX - XXII. Miscellaneous, DMCA & Contact Information

For DMCA copyright infringement notices or general legal inquiries, contact the Ace78 Technologies Compliance Officer at contact@ace78.tech.