THIS MASTER SERVICES AGREEMENT (this “Master Agreement”) is entered into by and between you (“you” or “Customer”) and Healthy Roster, Inc. located at PO Box 1114, Dublin, Ohio 43017 LLC (“Healthy Roster”), as of the Effective Date listed on any applicable Order Form (the “Effective Date”). The parties agree as follows:

1. Access.

1.1. Your purchase grants you access to the Healthy Roster Products and Services (“Services” for the duration and from the start date listed on any applicable Order Form (“Term”). Only licensed users in good standing may access the Services. The terms of your access to the Services, including without limitation, user limitations, usage or storage limitations, access to premium features such as e-faxing and other restrictions will be provided on the Order Form. If you choose to downgrade your account, we are not liable for the resulting loss of content, features, or capacity.

1.2. The Services are always evolving, and the form, nature and features of the Services may change from time to time without prior notice to you. If Healthy Roster makes any changes to the Services that, in its sole discretion are material, it will give you the opportunity to cancel your Subscription without penalty. If Healthy Roster is required to stop providing the Services for any reason, Healthy Roster will make reasonable effort to notify you prior to the service interruption.

2. Software Access Terms.

2.1. Customer shall not allow any unauthorized user to access the Services. Account time sharing is strictly prohibited.

2.2. Customer may not copy any content provided on the Services for anyone that is not an authorized user.

2.3. Customer and Customer’s authorized users’ (“Customer Users”) use and access to the Services is governed by Healthy Roster’s Terms of Use, Privacy Policy, Children’s Privacy Policy and any applicable User Guidelines which are hereby incorporated by reference and can be found at the bottom of www.healthyroster.com.

2.4. Customer expressly represents that Customer Users are aware of and have agreed to abide by the terms of the Agreement, the Privacy Policy, the Terms of Use and any applicable User Guidelines. Customer will be held directly liable for any loss or damages that occur as a result of a Customer User failing to abide by the Agreement or the Terms of Use.

3. Customer Responsibilities.

3.1. Customer expressly represents that Customer Users are over 18 years of age, qualified to use the Services and that their use of the Services is in conformance with applicable law, licensing requirements and professional standards of care. Customer will be held directly liable for any loss or damages that occur as a result of a Customer User using the Services beyond the scope of their licensed expertise or credentials or in violation of this Agreement.

3.2. Customer acknowledges that Healthy Roster provides a platform for you and your users to connect with the users under your care and that Healthy Roster does not offer any medical advice or treatment recommendations. You are fully responsible for establishing appropriate medical or treatment protocols and for providing care in conformance with those protocols. You acknowledge that any features, options, standards or resources that Healthy Roster makes available to characterize, customize, sort, respond to or otherwise interact with users or the Services are provided for your convenience and are not a recommendation by Healthy Roster regarding an appropriate course of action or treatment plan.

3.3. Customer Users that access the Healthy Roster SAFER Screenings platform (“SAFER”) are granted access to questionnaires. Whether prepared for the Customer or customized by the Customer, Healthy Roster is in no way endorsing any questionnaire’s accuracy, fitness, or appropriateness for any given use. If you access or use SAFER features or the related questionnaires, you are expressly representing that: (i) you and your users are qualified and fully licensed to administer and interpret the questionnaires; (ii) you have established and will follow an appropriate standard of care and protocol to administer, interpret and respond to the results of the questionnaires; (iii) you acknowledge that any features or default settings of SAFER that allow you to sort or set response protocols within the Services are provided for your convenience only and are in no way a recommendation by Healthy Roster regarding an appropriate response, interpretation or classification of the questionnaires (iv) if your users are under 18 years of age, you have informed their parents of your intention to use the questionnaires and your protocol regarding administration of the questionnaires and response to the questionnaire results; (v) you will follow your protocol in responding to questionnaires; and (vi) you acknowledge that your failure to follow to follow the requirements of this Section could result in serious harm or death to the users under your care.

3.4. Customer expressly represents that Customer Users are fully aware of their obligations under HIPAA, HITECH, or other applicable law regarding the collection, use or disclosure of medical information. Customer may only use the Services in accordance with applicable laws.

4. Term and Termination

4.1. At the end of each Term, your Subscription will automatically renew at the same subscription level and for the same duration unless you notify Healthy Roster in writing with your intent to cancel your subscription at least thirty days prior to expiration of the previous Term.

4.2. If you fail to maintain your Subscription in good standing, or you fail to pay any outstanding amounts, your access to the Services will immediately terminate.

4.3. After receiving a termination notice, your account will be closed, and your users and patients will no longer have access to the data or services. You may request the data be provided in a .CSV file format for up to 30 days after the end of your then current contract term. After 30 days that data will be unrecoverable. Alternatively, you may request that we retain your data with a nominal storage fee, to be paid annually.

4.4. Upon termination or expiration of the Agreement, the provisions of this Master Services Agreement shall terminate except those Sections you would expect to survive termination.

5. Pricing, Payment Terms and Refunds.

5.1. All payments will be collected and due per the terms of your Order Form or Purchase Agreement. Any downgrades in fees requested will go into effect for the following Term. Any upgrades or additions of services or products will be charged in full for the increased rate immediately upon activation and due per the terms of your Order.

5.2. All payments and fees are non-refundable. You will not receive a refund or credit for any reason, including without limitation, lack of use, upgrade or downgrade refunds or pro-rated months (i.e. credits for partial service months). Healthy Roster will not issue a refund if you cancel your account before the end of your Term or if your access to the Services is terminated based on your or your users’ failure to comply by the Terms of Use.

5.3. Additional Features. You may elect to purchase additional features of the Healthy Roster service by placing an additional Order. This Agreement will apply to all additional Order(s) and all additional features that you activate for your account.

5.4. Healthy Roster reserves the right to audit your account at any time for authorized use. If any unauthorized addition of users, or usage beyond the amounts accepted and authorized in your applicable Order has occurred at any point in the term, we will notify and invoice you for the overages during that period. Payments for invoiced overages will be due 30 days from invoice.

5.5. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order, your failure to abide by the Terms of Use or any other reason.

5.6. After the expiration or termination of the Term provided in any applicable Order Form prices and rates are subject to change at Healthy Roster’s sole discretion. Such increases will be effective for any renewal terms.

5.7. All prices are exclusive of taxes and fees. You are responsible for payment of all such taxes or levies imposed on you as an account holder.

5.8. Billing discrepancies must be reported within 90 days of occurrence.

6. Healthy Roster’s Insurance

6.1. Required Insurance Coverage. Healthy Roster shall, at Healthy Roster’s sole cost and expense, procure and maintain for the duration of this Agreement Professional Liability (Errors and Omissions Liability) Insurance, including Network Security and Privacy Liability (cyber) Insurance within minimum limits of Three Million Dollars ($3,000,000) per claim and Five Million Dollars ($5,000,000) in the aggregate.

6.2. Cancellation or Modification. Healthy Roster shall provide Customer thirty (30) days’ notice if the coverage is canceled or the policy limits are reduced.

7. Warranties and Limitations of Liability.

7.1. The Customer hereby represents and warrants to Healthy Roster that: (a) as of the Effective Date, it has the full right, power and authority to enter into, and fully perform its obligations under the Agreement; and (b) it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement.

7.2. Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, HEALTHY ROSTER ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT

7.3. Healthy Roster Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (v) any advice or treatment information you receive through the Services; (vi) any injuries or harm you or a third party incurs as a result of information or advice received through the Services; and (viii) any condition, injury or harm to you or to a third party that occurred despite your use of the Services. No advice or information, whether oral or written, obtained from Healthy Roster Entities or through the Services, will create any warranty not expressly made herein.

7.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HEALTHY ROSTER ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

7.5. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE HEALTHY ROSTER ENTITIES EXCEED THE GREATER OF FIFTY THOUSAND U.S. DOLLARS (U.S. $50,000.00) OR THE AMOUNT YOU PAID HEALTHY ROSTER, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

7.6. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE HEALTHY ROSTER ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF SUCH REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.7. CUSTOMER HERETO ACKNOWLEDGES THAT HEALTHY ROSTER HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH HEREIN AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THE AGREEMENT.

7.8. The Healthy Roster Entities shall have no liability whatsoever to Customer for any damages related to the non-functioning of the Services (whether as a whole or in part) due to unavailability of the internet or due to changes in legislation or technical restrictions that limit access to or functionality of the Services. In the event of a change in laws or regulations in any of the countries in which Customer has Users, including changes to laws and regulations on cloud computing services, data protection and privacy, or Software as a Service, which impact Healthy Roster’s ability to offer the Services, Customer accepts that Healthy Roster may limit the availability of the Services in a manner to be determined in Healthy Roster’s sole discretion, and Customer hereby releases Healthy Roster from any liability relating to such limitation.

7.9. Customer acknowledges and agrees to be bound by the terms of Healthy Roster’s Service Level Agreement (“SLA”), which can be found at http://www.healthyroster.com/sla, as the same may be amended by Healthy Roster from time to time, which such amendment shall be automatically deemed incorporated herein. In the event of any conflict between any representations made herein regarding the Services the terms of the SLA, the terms of the SLA shall govern.

8. Indemnification.

8.1. To the extent not prohibited by law, Customer expressly agree to defend, indemnify, and hold the Healthy Roster Entities harmless from and against any third-party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, without limitation, reasonable attorney fees) arising out of or related to: (i) any medical advice, treatment plan or other Content you share on the Services; (ii) your failure to take any action that results in harm, injury or death of a user, including without limitation, your failure to take necessary action upon receiving the results of a PHQ-9 form; (iii) your handling of the personal or medical information of a third party including without limitation your or Customer’s User’s actions in violation of HIPAA, HITECH or any other applicable law, regulation or standard, (iv) your misuse of the Services; or (v) any violation of this Agreement or applicable laws, rules or regulations, including without limitation, the obligations provided in Section 3 of this Agreement.

8.2. Healthy Roster agrees to defend, indemnify and hold harmless Customer and its officers, directors, employees and agents (each an “Indemnified Party” and collectively, “Indemnified Parties”) from and against any third-party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, without limitation, reasonable attorney fees) arising out of or related to: (i) Healthy Roster’s negligence, (ii) any breach or default in the performance of any of Healthy Roster’s obligations hereunder including, without limitation, any breach of any warranty or representation, and (iii) claims that the Services infringe any patent, trademark, copyright or similar intellectual property right.

9. Controlling Law and Jurisdiction. The Agreement, including without limitation, any applicable Order Form and any action related thereto will be governed by the laws of the State of Delaware without regard to or application of its conflict of law provisions or your state or country of residence.

10. If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the provisions of Section 9, above, then Section 9 shall be deemed not to apply and this Agreement, including without limitation, any applicable Order Form and any action related thereto will be governed by the jurisdiction required by the relevant laws applicable to you.

11. Confidentiality. Each party acknowledges that it will receive Confidential Information from the other party relating to pricing, marketing, technical, product, and business affairs. Each party agrees that all Confidential Information of the other party shall be held in strict confidence and to take the same steps as it takes to protect its own confidential and proprietary information, which shall be no less than reasonable, to protect the Confidential Information of the other party. Confidential Information of the other party shall not be disclosed or used without express written consent of the other party and may only be disclosed to the receiving party’s employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, and who have entered into a non-disclosure agreement at least as protective of the other party’s Confidential Information as the terms of this Agreement.

12. Use of Marks. Customer hereby grants to Healthy Roster the express right to use Customer's logo and official entity name in marketing, sales, financial, and public relations materials, and other communications solely to identify Customer as a Healthy Roster customer. Healthy Roster hereby grants to Customer the express right to use Healthy Roster's logo solely to identify Healthy Roster as a provider of services to Customer. Other than as expressly stated herein, neither party shall use the other party's marks, codes, drawings, or specifications without the prior written permission of the other party.

13. Business Associate. If Customer is defined as a Covered Entity per HIPAA laws and regulations, Customer acknowledges and agrees to be bound by the terms of Healthy Roster’s Business Associate Agreement (“BAA”), which can be found at http://www.healthyroster.com/baa, as the same may be amended by Healthy Roster from time to time, which such amendment shall be automatically deemed incorporated herein.

14. General Provisions. The Agreement, when taken together with the SLA, BAA, Privacy Policy, Terms of Use and any applicable User Guidelines, constitutes the entire agreement between the Parties as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of such parties with respect to such subject.

Updated: 2/2/2023