Marketplace User Agreement

This Zentrum Care Marketplace User Agreement (“Agreement”) contains the terms and conditions that apply to the use by you (“User” or “You”), and the Practices and Practice Members (defined below) that you represent, of the Services (as defined in Section 1.a) offered by Zentrum Care LLC (“Zentrum”), including but not limited to at https://www.zentrumcare.com and all affiliated websites and applications and any Software (as defined in Section 2) owned and operated by Zentrum (collectively, the “Zentrum Platform”), as well as on its partners’ websites, digital platforms and applications (“Partner Sites”). This Agreement includes the terms in this document as well as those in our Privacy Policy at https://www.zentrumcare.com/privacy (“Privacy Policy”), our Acceptable Use Policy at https://www.zentrumcare.com/acceptable-use (“Acceptable Use Policy”), and our Community Standards at https://www.zentrumcare.com/community-standards (“Community Standards”).

As used in this Agreement, “Practice” shall mean the entity on behalf of which User has engaged Zentrum to provide the Services, and shall include the totality of all speech-language pathologists, occupational therapists, and other healthcare specialists, professionals, or providers, and staff members, or facilities (if applicable) (each a “Practice Member”) located in the same office or facility or affiliate offices or facilities, provided such affiliates are part of a single affiliated covered entity (as such term is defined within HIPAA) or an organized health care arrangement or “OHCA” (as such term is defined under HIPAA), for whom an account is created on the Zentrum Platform by User or who otherwise use the Services and/or the Zentrum Platform for the purpose set forth in this Agreement. For the avoidance of doubt, Practice Member may refer to a specific facility in the event use of the Services is not associated with a specific provider. In those instances where the Practice does not have a separate corporate parent entering into this Agreement on the Practice’s behalf as User, references to User herein shall also be construed to mean Practice and references to Practice herein shall be construed to mean User.

This Agreement hereby incorporates by reference the User account page and dashboard accessible by User through the Services (the “Provider Dashboard”) and, if applicable, any separate order form(s) entered into by the parties (each, an “Order Form”) and any addenda entered into by the parties, as if the terms of such Provider Dashboard, Order Form, or addenda were stated herein.

BY CLICKING ON THE “ACCEPT” BUTTON OR DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SERVICES AND/OR THE ZENTRUM PLATFORM, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ENTER INTO AND BIND USER AND PRACTICE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ACKNOWLEDGE AND AGREE THAT ALL SUCH USE BY USER IS SUBJECT TO SUCH TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS OR ARE NOT AUTHORIZED TO BIND USER AND PRACTICE, THEN DO NOT CLICK THE “ACCEPT” BUTTON AND USER AND PRACTICE ARE NOT LICENSED OR PERMITTED TO USE THE SERVICES AND/OR THE ZENTRUM PLATFORM. ALL OTHER USES OF THE SERVICES AND/OR THE ZENTRUM PLATFORM ARE STRICTLY PROHIBITED.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT IN SECTION 16.e, BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU, PRACTICE, AND ZENTRUM WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Zentrum Services.

a. Services.

Subject to the terms and conditions of this Agreement and payment of the Fees set forth in Section 6 and any Order Form or addendum to this Agreement (if applicable), Zentrum will provide a variety of services via the Zentrum Platform and Partner Sites (“Services”), which may include, but are not limited to: (i) hosting Practice and Practice Member profile web pages, and marketing Practice Members and their services on the Zentrum Platform (collectively, the “Marketing Services”); (ii) telehealth enabling services; (iii) sponsored placement and advertisement services; (iv) healthcare appointment scheduling services, integration to User’s calendar and practice management system, and appointment reminders (collectively, the “Scheduling Technology Services”); (v) staff training and account relations services; and (vi) billing, collection, and payment services, including facilitation and processing of the per-booking marketplace fee through Zentrum’s third-party payment processor, Stripe (collectively, the “Payment Services”). User acknowledges and agrees that, while the Services described herein are provided for the benefit of User, individual scheduling requests are facilitated through the Services on behalf of the applicable Patient or other individual creating such scheduling request.

b. User Access.

During the Term, and subject to the terms and conditions of this Agreement, Zentrum grants User the right to access and use the Services and/or the Zentrum Platform and to permit its Practice Members, agents, and subcontractors the right to access and use the Services and/or the Zentrum Platform solely on User’s behalf; provided, however, that User shall be responsible for any use of the Services and/or the Zentrum Platform by such Practice Members, agents, and subcontractors. During the Term and subject to the terms and conditions of this Agreement, User grants Zentrum the right to access and use User’s practice management system, calendar system, and patient database (“User’s Systems”), and to copy, extract, and use all data necessary to provide the Services. User acknowledges and agrees that Zentrum shall not be subject to any terms not set forth herein with respect to User’s Systems, including, but not limited to, any click-through agreements Zentrum may be required to accept in connection with its use thereof. User will furnish to Zentrum such cooperation, technical assistance, resources, and support as reasonably necessary or appropriate for Zentrum to implement and perform the Services.

c. User Information.

User acknowledges and agrees that Zentrum shall, and shall authorize its partners to, make certain Practice information available to Zentrum’s end users, including but not limited to individuals who have consented to Zentrum’s consumer Terms of Use (by clicking through such terms or using the Zentrum Platform or end-user-facing aspects of the Services) (“Patients”), including, without limitation: (i) the address, phone number, fax, and email of the Practice and Practice Members; (ii) information regarding Practice Member appointment availability and National Provider Identifier (“NPI”); (iii) insurance plans in which each Practice Member participates (i.e., with which each is “in-network”), including Medicaid participation; (iv) general Practice information; and (v) trademarks, logos, and such other domains, images, and materials that User provides to Zentrum (“User Logos”) (collectively, “User Information”). User hereby grants Zentrum and its partners a fully-paid, transferable, irrevocable, and perpetual right and license to use, modify, display, and reproduce User Information solely in connection with providing the Services and promoting Zentrum. User may request that Zentrum modify User Information with additional information, links, or services. Zentrum, in its sole discretion, may incorporate such modifications and additional information into User’s profile posted on the Zentrum Platform.

d. Credentials.

Each individual who manages User’s Zentrum Services shall create and maintain throughout the Term accounts and passwords (“Credentials”) to use the Services and/or the Zentrum Platform, including uploading, reviewing, and updating User Information via the Zentrum Platform. Credential information shall be held in strict confidence by User and Practice Members, and User will be solely responsible for any disclosures of its Credential information or use thereof by any unauthorized party. User shall immediately notify Zentrum at support@zentrumcare.com: (i) following any unauthorized use, access, or other compromise of Credentials (including any password); and (ii) when a Practice Member is no longer employed or otherwise ceases to be part of any Practices of User. Zentrum reserves the right to disable any Credentials upon its belief that the security with respect to those Credentials has been or likely will be compromised. Additionally, each Credential holder may be able to access certain parts or features of the Services by using account credentials from other services, including Google (each, a “Third Party Account”). By using the Services through a Third Party Account, each such individual permits Zentrum to access certain information from such account for use by the Services. Each individual is ultimately in control of how much information is accessible to Zentrum and may exercise such control by adjusting the privacy settings on its Third Party Account. User understands and agrees that Zentrum may now or in the future contract with third parties to provide certain services to us, such as identity verification.

e. Reviews.

Except for User Sourced Reviews (defined below), Zentrum solicits and owns the feedback it receives from Patients and other patients (including but not limited to Non-Zentrum Patients) who use the Zentrum Platform regarding the Practice and/or Practice Members (“Reviews”), and Zentrum may, in its sole discretion, make these Reviews available through posting on the Zentrum Platform and/or Partner Sites in accordance with the terms governing such websites. While Zentrum may from time to time and in its sole discretion remove Reviews (for example, for violation of Zentrum’s policies), Zentrum shall have no obligation to (i) review Reviews for veracity, accuracy, or content, or (ii) remove any Reviews. In the event User disagrees with the content of a Review and/or believes that a Review violates Zentrum’s applicable policies, it may escalate the matter to Zentrum, which will review and determine in its sole discretion whether or not to remove the Review at issue. Zentrum shall have no liability to User with respect to, and User hereby releases Zentrum from, all claims related to, arising from, or in connection with Reviews, including without limitation claims that a Review is defamatory, libelous, false, misleading, unfair, deceptive, and/or disparaging. This release extends to claims that User does not know or suspect to exist in its favor at the time of execution, which if known might have materially affected such release, and User expressly waives the benefit of any statute or common-law principle that would otherwise limit the effect of such a general release. Information provided by or about Patients or associated with Patients that is contained in or part of Reviews is collected solely at the discretion of Zentrum and not on behalf of User. User represents and warrants that it will not attempt to unduly influence or fraudulently create Reviews of its Practice Members or other providers on the Zentrum Platform. User agrees and acknowledges that it is not permitted to republish or otherwise display Reviews (excluding User Sourced Reviews) on any medium or website (including User’s own website) without Zentrum’s prior written consent.

f. User Sourced Reviews.

If applicable, Zentrum may also display through the Services certain reviews of Practice Members submitted by Non-Zentrum Patients (defined below in Section 5) directly to User or an agent of User (e.g., a third-party reputation management vendor) (“User Sourced Reviews”). The parties agree and acknowledge that User Sourced Reviews may not conform to the standard form of reviews Zentrum customarily obtains from Patients, and accordingly, the parties agree to work in good faith to conform User Sourced Reviews to Zentrum’s standard form for publication through the Services. User agrees and acknowledges that Zentrum may, in its sole discretion, decline to publish or remove from display through the Services any User Sourced Review to the extent it violates Zentrum’s then-current policies or applicable law.

g. Patient Personal Information.

Zentrum will maintain Patient consent for the use and disclosure of a Patient’s health care or medical history, and other personal information (collectively, “Patient Personal Information”) in connection with the Services, whether in paper or electronic form. For the avoidance of doubt, Patient Personal Information is information that Zentrum receives directly from or on behalf of Patients (and not User) so that Zentrum can provide services to those Patients. Patient Personal Information includes, without limitation, information that Patients provide directly to Zentrum by (i) creating an account, (ii) searching for healthcare providers, (iii) posting Reviews of Practice Members, or (iv) utilizing Embedded Modules (defined in Appendix 1). User acknowledges and agrees that Patient Personal Information is not PHI (as defined in Section 14.f).

h. Content.

Zentrum shall develop, compile, modify, or otherwise maintain all content on the Zentrum Platform or as part of the Services, including, without limitation, any Practice Member or Practice photographs, and any content provided by User or any Patients. User hereby grants Zentrum a fully-paid, transferable, irrevocable, and perpetual right and license to: (i) make content from the Zentrum Platform, including User Information and Practice photographs, available on Partner Sites and through marketing initiatives; and (ii) use a Practice Member’s name and/or NPI to obtain certain insurance information including, without limitation, coverage and benefit information. User shall obtain any necessary permission or consent from each Practice and Practice Member as may be required to share the User Information with Zentrum and for Zentrum to further use and disclose such information as described herein. Zentrum may, but has no obligation to, delete any content that Zentrum, in its sole discretion, deems inappropriate for inclusion on the Zentrum Platform. If Zentrum assists in the creation of any photographs of the Practice or a Practice Member, such photographs are the exclusive property of Zentrum and may not be used by User or any third party without Zentrum’s prior written consent.

i. Messages from Zentrum.

By providing Your phone number to Zentrum, You consent to receive calls and/or text messages from Zentrum to that number regarding Your Zentrum account(s). Message and data rates may apply. You may opt out of non-essential messages as described in those communications; however, Zentrum may continue to send administrative or transactional messages relating to Your account and the Services.

2. Software.

You may choose to review, download, or otherwise utilize certain software applications or other code and functionality from the Zentrum Platform or otherwise provided by Zentrum, including, but not limited to, code which incorporates Zentrum’s scheduling technology onto the User Website (as defined in Appendix 1) (“Software”). As a condition to using the Software, You must review and agree to the terms set forth in Appendix 1.

3. Telehealth Enabling Services.

To the extent Zentrum provides Services that enable Patients or other patients to access health care encounters with Practice Members via telehealth technology (“Telehealth Enabling Services”), the Telehealth Enabling Services Terms set forth in Appendix 2 shall apply.

4. User Responsibilities.

a. User Information.

User will cooperate with Zentrum or its agents to verify the information specified in Section 8.a, User Information, and any other information that Zentrum in its sole discretion deems necessary to confirm Practice Members’ professional qualifications. User will promptly update and notify Zentrum, in accordance with Section 8.b, of any change in User Information, including Practice Member licensure status and any applicable disciplinary action involving the Practice Member. User is solely responsible for any liability or expense resulting from outdated or inaccurate User Information. User agrees that Zentrum may, in its sole discretion, modify the processes and criteria it uses to evaluate Practice Members’ qualifications, including with respect to any specialty listing, and may reject a Practice Member from being included in the Services for failure to meet Zentrum’s eligibility standards, in Zentrum’s sole discretion.

b. Acceptance of Patients.

User’s acceptance of an appointment scheduling request from Zentrum for a Patient constitutes, for the purposes of this Agreement, User’s acceptance of such Patient as a patient. User is fully and solely responsible for all care rendered to a Patient, and for collecting payment from the Patient for all services rendered. Zentrum will have no responsibility for collection of payment (subject to Zentrum’s obligations for Payment Services, as applicable), or any liability whatsoever for fees due to User that are unpaid by a Patient.

c. Incorrect User Information.

User agrees that charging any Patient who makes an appointment with User based on out-of-date or incorrect User Information provided by User for any fees disputed or not otherwise covered by the Patient’s insurance provider as a result of User’s failure to provide accurate User Information shall be considered a breach of User’s responsibilities under this Agreement.

d. Scheduling Requests.

User will respond to scheduling requests as soon as reasonably practicable after receipt of Zentrum’s request for an appointment. User acknowledges and agrees that excessive delays in confirming appointment requests, repeated rescheduling, repeated cancellation of appointments, or a pattern of no-shows or missed appointments attributable to the Practice harm the integrity and quality of the Zentrum Platform and the Patient experience. Accordingly, in the event of any of the foregoing, Zentrum reserves the right, in its sole discretion, to take remedial action with respect to User or the relevant Practice Member(s), including, without limitation, (i) adjusting the manner, prominence, or order in which the Practice Member is displayed or listed to Patients, (ii) limiting the Practice Member’s participation in or access to certain features of the Services, and/or (iii) suspending or removing the Practice Member from the Services entirely, in each case in accordance with the Community Standards and Section 15.

e. Patient Information.

Patients or Non-Zentrum Patients (as defined in Section 5) may submit Patient Personal Information and/or PHI on the Zentrum Platform in advance of an appointment if requested by User. User hereby acknowledges, agrees, releases, and indemnifies Zentrum from all claims and liability arising out of, related to, or in connection with any omissions or errors in any PHI provided through the Services. User agrees to only use Patient Personal Information and PHI received through the Services in a manner consistent with applicable law. Any violation by User of applicable law, including but not limited to HIPAA (as defined below in Section 14.f), shall be considered a material breach of this Agreement, and Zentrum may, without limiting any of its other remedies available at law or in equity, request that User immediately cease such inconsistent use and/or immediately terminate such User’s rights with respect to the Services and/or the Zentrum Platform. For the avoidance of doubt, Zentrum has no obligation to confirm the accuracy or effectiveness of any information submitted to Zentrum by User or Patients.

f. Contact.

User agrees that Zentrum may contact any Credential holder or Practice Member regarding the Services, the Software, and/or the Zentrum Platform. If User has opted out of receiving any email communications from Zentrum then, as a condition of receiving the Services hereunder, User expressly opts back in to receiving such email communications and hereby withdraws its opt out.

g. Parental and Guardian Consent (Pediatric Patients).

User acknowledges that the Zentrum Platform is designed to facilitate pediatric and other allied health services and that many Patients are minors. User represents, warrants, and covenants that, for any Patient who is a minor, User and the applicable Practice Member have obtained and will maintain throughout the course of care all consents, authorizations, and permissions required by applicable law from the minor’s parent or legal guardian, including as required under HIPAA and, where applicable, the Children’s Online Privacy Protection Act (“COPPA”) and Florida law, prior to (i) rendering any services to the minor and (ii) submitting, requesting, or otherwise processing any Patient Personal Information or PHI regarding the minor through the Services. User is solely responsible for verifying the identity and legal authority of any person purporting to act as a minor Patient’s parent or legal guardian, and User shall be solely liable for any failure to obtain or maintain such consents and authorizations.

5. Non-Zentrum Patients.

User may elect to use certain Services for patients of the User who are not Patients (“Non-Zentrum Patients”), including without limitation, sending pre-appointment forms to, booking appointments for, or having appointment reminders sent to Non-Zentrum Patients. User shall be responsible for obtaining any required consents, permissions, or authorizations from Non-Zentrum Patients for the use and provision of such Services, including disclosure to and use by Zentrum of the healthcare and personal information of any Non-Zentrum Patients consistent with the terms of this Agreement and applicable law. Zentrum may send information, including but not limited to information regarding Zentrum, the Services, and/or certain resources, to Non-Zentrum Patients who complete a valid HIPAA Authorization.

6. Fees and Payments.

a. Services Fees.

In consideration of the Services provided hereunder, User shall pay Zentrum the per-booking marketplace fee and any other fees specified on the Provider Dashboard or, if applicable, in a separate signed Order Form (collectively, the “Fees”). Fees do not include any taxes that may apply. User agrees to pay any applicable taxes (excluding taxes based on Zentrum’s income) unless User provides Zentrum with a valid signed tax exemption certificate applicable to the Services and the Practices. All invoices provided by Zentrum hereunder are due immediately, and Zentrum (through its payment processor, Stripe) may charge User’s credit card, bank account, or other form of payment on a recurring basis, in advance of the period of service, or in arrears, as applicable. User agrees to these recurring charges and authorizes Zentrum and Stripe to store and process User’s payment credentials for this purpose.

b. Amounts Past Due and Fee Changes.

All Fees due and owing hereunder by User that are not paid by the due date shall bear interest at the rate of the lesser of one and one half percent (1.5%) per month or the maximum amount permissible by law. If Zentrum uses a collection agency to recover Fees due, User agrees to reimburse Zentrum for all expenses incurred to recover such monies, including attorneys’ fees. Except as otherwise may be agreed in an applicable Order Form, Zentrum reserves the right to change from time to time the amount or structure of the Fees for any of the Services. Zentrum will use reasonable efforts to notify User of any such Fee changes at least thirty (30) days prior to becoming effective, provided that notification by email or on the Provider Dashboard shall be sufficient. If User does not wish to pay such revised Fees, then User’s sole option shall be to cease using the applicable paid Services or terminate this Agreement by notifying Zentrum in writing prior to the revised Fees becoming effective. If User does not notify Zentrum in writing prior to the revised Fees becoming effective, then User will be deemed to have accepted such Fee changes, and such revised Fee amounts will be automatically incorporated into this Agreement by this reference.

c. Participation; Services.

Zentrum will not exclude as a participant in the Services any individual or entity who meets the qualifications for participation as set forth herein. The parties agree that any User payments for the applicable Marketing and Scheduling Technology Services are (i) consistent with fair market value in an arm’s length transaction, (ii) not based on the value or volume of any items or services provided by User to Patients or other patients, and (iii) do not constitute splitting of any professional fees paid to User. The Services impose no requirements on the manner in which User provides services to Patients or other patients, except that User agrees not to charge different rates based upon, nor to charge an additional fee for, such Patients’ or other patients’ having booked appointments through the Zentrum Platform or otherwise having used Zentrum services.

d. Third-Party Fees.

To the extent User utilizes any third-party vendors, sites, or portals to process the Fees, or otherwise in connection with Zentrum being a vendor of User and/or providing the Services, Zentrum shall not be responsible for any fees associated with such third-party vendors, sites, or portals.

7. Limitation of Liability for Use.

a. Disclaimer.

The parties acknowledge and agree that Zentrum is not responsible for: (i) the accuracy, reliability, timeliness, or completeness of User Information, PHI, Benefit Information (defined below), Patient Personal Information, or any other data or information provided or received through the Services and/or the Zentrum Platform; (ii) any results that may be obtained from the use of the Services and/or the Zentrum Platform; (iii) the provision of User’s services as a result of User’s reliance on any Patient Personal Information, PHI, or other data provided through the Services and/or the Zentrum Platform; (iv) the canceling or rescheduling of any appointment booked through the Services and/or the Zentrum Platform; (v) use of the Software after the Term; or (vi) losses or injury arising from User’s failure to implement and maintain the safeguards set forth in Section 14.e.ii, or arising from a security incident not caused by Zentrum.

b. Health Care.

User acknowledges and agrees that Zentrum is not a health care provider, licensed or otherwise. Zentrum cannot and will not assume responsibility for the health care of any Patients or other patients, which shall at all times remain the responsibility of User, the Practice(s), and Practice Members.

c. Benefit Information.

User may receive certain insurance-related information (including without limitation coverage and benefit information) of Patients or other patients (“Benefit Information”) through the Services, including through Zentrum’s electronic data interchange and eligibility partners. User’s receipt of Benefit Information is subject to the terms and conditions in this Section. User agrees and acknowledges that: (i) User is aware that the Benefit Information is obtained via a clearinghouse and/or from the applicable insurance provider or Patient or other patient; (ii) Zentrum cannot and has no responsibility to confirm the accuracy of the data it receives from such clearinghouse and/or insurance provider or Patient or other patient; (iii) ZENTRUM MAKES NO GUARANTEES AND DISCLAIMS ALL WARRANTIES THAT SUCH BENEFIT INFORMATION IS ACCURATE, TIMELY, COMPLETE, OR ERROR-FREE; and (iv) User is ultimately responsible for verifying all Benefit Information with the applicable insurance carrier and Patient or other patient.

8. Representations, Warranties, and Covenants of User.

a. Practice Member Information.

User represents, warrants, and covenants that at all times during the Term:

(i) User will provide Zentrum with complete and accurate information about Practice Members’ specialties (in accordance with and subject to Zentrum’s then-current guidelines on specialty listings), practice or facility affiliations, association memberships, board certifications, insurance participation, and contact information (including Practice Members’ professional address and phone and fax numbers);

(ii) User will provide Zentrum accurate and up-to-date information regarding each Practice Member’s appointment availability;

(iii) each Practice Member possesses valid, unexpired, unrevoked, and unrestricted licenses, authorizations, and certifications: (A) for all jurisdictions in which he or she practices, including the State of Florida; (B) necessary to provide all services or treatment provided by User or a Practice Member to a Patient or other patient resulting from User’s or a Practice Member’s use of the Services and/or the Zentrum Platform (and User shall confirm the same to Zentrum on at least an annual basis); and (C) necessary for Zentrum to display User’s and Practice Members’ specialties;

(iv) in the event any Practice Member becomes subject to any disciplinary action by state licensing boards or other applicable regulatory bodies, User shall promptly notify Zentrum;

(v) each Practice Member has entered into a valid and unexpired collaborative practice, supervisory, or other agreement to the extent required for such Practice Member to practice at the applicable Practices (including such agreements to the extent the same is a condition of such Practice Member’s license, such as supervision of assistants);

(vi) each Practice Member is a member in good standing on the medical or professional staff of any facilities in which he or she practices with appropriate clinical privileges (if applicable), and is employed by or affiliated with User;

(vii) each Practice Member possesses valid and unrestricted state and federal narcotic and controlled substances registrations, as applicable;

(viii) each Practice Member is and remains eligible to participate in the Medicare and Medicaid programs (Titles XVIII and XIX of the Social Security Act, respectively), including the Florida Medicaid program, but in any event is not excluded therefrom;

(ix) User will obtain and maintain, and ensure that each Practice Member obtains and maintains, professional liability insurance coverage and other insurance of the types and in the amounts that are at a minimum consistent with industry standards and applicable law, with respect to each Practice Member’s practice;

(x) each Practice Member treats all patients presenting themselves for treatment without regard to such patients’ race, religion, gender, sexual orientation, disability, payer source, or other unlawful considerations;

(xi) the healthcare provider primarily providing services for an appointment shall be the Practice Member with whom such appointment is booked;

(xii) User will use, and ensure that each Practice Member uses, the Services and the Zentrum Platform in compliance with all applicable laws and regulations, including, without limitation, the patient freedom of choice laws and principles, and antitrust, competition, advertising, marketing, and consumer protection laws and regulations;

(xiii) User has the right to enter into and subject the Practice and each Practice Member to the terms and conditions of this Agreement;

(xiv) User has obtained from each Practice Member all right, title, and interest necessary for Zentrum to provide the Services to User on behalf of such Practice Member;

(xv) each Practice Member shall comply with the then-current Community Standards available at https://www.zentrumcare.com/community-standards or any successor location; and

(xvi) with respect to any Patient who is a minor, User and the applicable Practice Member have obtained and will maintain all parental or guardian consents and authorizations required under Section 4.g and applicable law.

b. Changes to Practice Member Information.

User represents, warrants, and covenants that it will notify Zentrum within five (5) days of any additional information applicable to User’s or a Practice Member’s practice, any changes with respect to any information provided to Zentrum, or if at any point User or a Practice Member is no longer in compliance with any of the warranties, representations, or covenants in this Section, except that: (A) User will have fifteen (15) days to notify Zentrum with respect to any additional information applicable to User’s or a Practice Member’s practice or changes of the information provided by User pursuant to Section 8.a.i, and (B) User will notify Zentrum within a reasonable amount of time, but in no event more than one (1) hour after any changes with respect to the information provided by User pursuant to Section 8.a.ii. User shall be liable for any failure by Practice Members to meet the foregoing requirements of this Section 8.

c. Competition.

User acknowledges, represents, warrants, and covenants that it will not, and will ensure that each Practice Member will not, engage or participate in any act or omission involving the use of the Services: (i) to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of (A) the prices charged for any product or service; (B) the kinds, frequencies, or amounts of any product or service offered; or (C) the customer or customer categories for any product or service; or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; or (ii) to engage in any anti-competitive, deceptive, or unfair act, omission, or practice, or to otherwise violate applicable antitrust, competition, or consumer protection laws or regulations. For the avoidance of doubt, the foregoing shall apply to User, including each Practice Member, notwithstanding that such User or any such Practice Member has not elected to use the Payment Services.

d. Discount Reporting.

To the extent required by applicable law or contract, User acknowledges, represents, warrants, and covenants that it shall disclose to each applicable payor (including Medicaid) the net amount User paid for the applicable Marketing and Scheduling Technology Services hereunder (i.e., net of any applicable discounts, rebates, or other price concessions).

e. Ownership Rights.

User represents, warrants, and covenants that it has all necessary right, title, and interest in and to the content submitted by User to Zentrum in order for Zentrum to perform the Services, including any and all rights and interests in or to User Information and any copyright, trademark, other intellectual property, publicity, and privacy (including necessary consents, authorizations, and/or other legal permissions).

f. User Sourced Reviews.

User represents and warrants that (a) it has obtained all rights, titles, interests, consents, and authorizations necessary in accordance with applicable law for Zentrum to publish User Sourced Reviews through the Services, (b) each User Sourced Review is unbiased and no remuneration has been or will be provided to the applicable Non-Zentrum Patient for his or her review, and (c) each User Sourced Review has been provided to User or its agent by a Non-Zentrum Patient of User in connection with services actually provided (or that ought to have been provided, as the case may be) by the Practice Member associated with the applicable User Sourced Review.

9. Indemnification.

User will defend, indemnify, and hold harmless Zentrum and its affiliates, directors, officers, employees, consultants, and agents from any and all claims, actions, proceedings, losses, damages, liabilities, and expenses, including reasonable attorneys’ fees and amounts awarded by a court or paid in settlement, arising from or related to: (i) any services or treatment provided by User or a Practice Member to a Patient, Non-Zentrum Patient, or other patient resulting from User’s or a Practice Member’s use of the Services and/or the Zentrum Platform; (ii) any fees, costs, or expenses in connection with any services or treatment provided by User or a Practice Member to a Patient or other patient resulting from User’s or a Practice Member’s use of the Services and/or the Zentrum Platform; (iii) use of the Services by, or provision of the Services to, Non-Zentrum Patients; (iv) gross negligence, willful or intentional misconduct, or fraud by User, a Practice, or a Practice Member; (v) any breach of Sections 4.e, 4.g, 8, or 10.a.ii; (vi) User Sourced Reviews; or (vii) User Information.

10. Other Representations and Warranties; Disclaimer of Warranties.

a. Mutual Warranties.

Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized; (ii) it has the full power to enter into this Agreement and to perform its obligations hereunder; (iii) the execution and delivery of this Agreement will not result in any breach of any terms and conditions of, or constitute a default under, any other agreement to which such party is bound; and (iv) it is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary petition, and is not aware of any basis for the filing of an involuntary petition.

b. No Other Warranties.

EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES, SOFTWARE, AND THE ZENTRUM PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZENTRUM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES OF THE SERVICES, SOFTWARE, OR THE ZENTRUM PLATFORM BEING BUG-FREE, ERROR-FREE, OR FREE FROM DEFECTS.

11. Limitation of Liability.

a. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ZENTRUM OR ITS PARTNERS, SUPPLIERS, VENDORS, OR LICENSORS BE LIABLE TO USER, THE PRACTICE, OR A PRACTICE MEMBER FOR ANY (i) LOSS OF PROFITS, LOST REVENUE, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF DATA, (iii) LOSS OR INTERRUPTION OF USE OF THE SERVICES, SOFTWARE, ZENTRUM PLATFORM, OR PARTNER SITES, (iv) PROVISION OF SERVICES, HEALTH CARE OR OTHERWISE, TO PATIENTS OR OTHER PATIENTS, OR (v) USER SOURCED REVIEWS, WHETHER IN AN ACTION IN CONTRACT, TORT, OR BASED ON A WARRANTY, EVEN IF ZENTRUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. Limitation.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ZENTRUM OR ITS PARTNERS, VENDORS, SUPPLIERS, OR LICENSORS FOR ANY LOSS OR DAMAGES (WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER FORM OF ACTION) (A) RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR (B) RELATING TO OR ARISING OUT OF ANY OTHER AGREEMENT BETWEEN, ON THE ONE HAND, USER, THE PRACTICE, OR A PRACTICE MEMBER, AND, ON THE OTHER HAND, ZENTRUM OR ANY THIRD PARTY THAT IS A PARTNER, VENDOR, SUPPLIER, LICENSOR, OR LICENSEE OF ZENTRUM, EXCEED THE GREATER OF: (Y) THE AGGREGATE OF THE AMOUNT OF FEES ACTUALLY PAID BY USER TO ZENTRUM HEREUNDER DURING THE PREVIOUS TWELVE (12)-MONTH PERIOD, OR (Z) ONE HUNDRED DOLLARS ($100).

12. Intellectual Property; Zentrum Marks; Non-Disparagement.

a. Intellectual Property.

All right, title, and interest, including without limitation all intellectual property rights, in and to the Services, Software, and the Zentrum Platform, including all content submitted by Patients or User thereto (other than User Logos), as well as all URLs and domains registered by Zentrum (even if such URLs and domains incorporate User Logos), shall remain the valuable and exclusive property of Zentrum. Zentrum retains all proprietary rights, title, and interest, including, without limitation, all patents, copyrights, trademarks, service marks, trade dress, rights to the look and feel of the Zentrum Platform, and trade secrets in and to any inventions, data, information, know-how, logos, ideas, concepts, technology, software, and documentation related to or resulting from the utilization of the Services and/or the Zentrum Platform.

b. Zentrum Marks.

Any use of the Zentrum name and any trade name, trademark, service mark, or logo of Zentrum (“Zentrum Mark(s)”) by User that is not expressly permitted hereunder will, in each case, be subject to the prior written consent of Zentrum. In addition, any such use of a Zentrum Mark will be subject to Zentrum’s then-current trademark usage guidelines. Zentrum reserves the right to terminate User’s right to use any Zentrum Mark immediately upon the issuance of written notice if Zentrum determines User to be in violation of such guidelines in its sole discretion.

c. Non-Disparagement.

User acknowledges and agrees that it shall not (i) make any comparative references to Zentrum, its pricing, or the Services or Zentrum Platform; or (ii) disparage or otherwise denigrate Zentrum or the Services or Zentrum Platform.

13. Advertisements and Sponsored Placement.

To the extent Zentrum offers User the ability to place advertisements or to purchase Sponsored Placement on the Services, the Sponsored Placement and Advertising Terms set forth in Appendix 3 shall apply.

14. Confidentiality; HIPAA Compliance.

a. Confidential Information.

As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that: (i) if disclosed orally is designated as confidential at the time of disclosure; (ii) if disclosed in writing is marked as “Confidential” and/or “Proprietary”; or (iii) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms and conditions of this Agreement (including pricing and other terms reflected in the Provider Dashboard or any Order Forms hereunder), the provision of the Services and/or the Zentrum Platform, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include PHI (which is governed by Section 14.f) or any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (4) is received from a third party without breach of any obligation owed to the Disclosing Party.

b. Non-Disclosure.

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Receiving Party’s obligations under this Agreement, provided that the Receiving Party certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain such Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall use the same degree of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own information of a confidential and proprietary nature, but in no event less than a reasonable degree of care.

c. Compelled Disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s request and cost, if the Disclosing Party wishes to contest the disclosure.

d. Injunctive Relief.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality obligations hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

e. Confidentiality; Safeguards.

Each party represents, warrants, and covenants that: (i) it will maintain the confidentiality of Patient Personal Information and shall only use Patient Personal Information or the healthcare and personal information of other patients as permitted in this Agreement and consistent with state and federal laws, including applicable privacy and data security laws; and (ii) it will implement and maintain reasonable and appropriate administrative, organizational, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Patient Personal Information, account information, and the other party’s Confidential Information, and to prevent such information from improper use and disclosure.

f. HIPAA.

In the event that Zentrum creates, receives, maintains, or transmits Protected Health Information (or “PHI”, as such term is defined by HIPAA) from or on behalf of User or the Practice (as applicable) in order to perform the Services (“Practice PHI”), the parties agree and acknowledge that Zentrum is serving as a “Business Associate”, as such term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, Title XIII of the American Recovery and Reinvestment Act of 2009 (the “HITECH Act”), and as set forth in their respective implementing regulations (collectively, “HIPAA”), of the Practice (and of User, if it is a Covered Entity component or Business Associate, of the Practice). The Practice, Zentrum, and User (if it is a Covered Entity component or Business Associate of the Practice) agree to discharge their respective duties hereunder in accordance with the applicable provisions of HIPAA. In furtherance of the foregoing, the terms of the Business Associate Agreement set forth in Exhibit A of this Agreement are incorporated herein by reference.

15. Term; Termination.

a. Term.

This Agreement will commence as of the date of User’s acceptance of the terms and conditions herein, whether by clicking on the “Accept” button, signing an Order Form, or by downloading, accessing, or otherwise using the Services and/or the Zentrum Platform, and shall continue in effect until terminated pursuant to Section 15.b, below (the “Term”).

b. Termination.

Either party may terminate this Agreement upon at least thirty (30) days’ written notice to the other party if no Order Form is then in effect. Either party may terminate this Agreement or any Order Form for cause by providing at least thirty (30) days’ prior written notice to the other party, and such cancellation shall become effective at the end of the notice period if the cause giving rise to the notice of termination has not been reasonably cured. Notwithstanding the foregoing, Zentrum may terminate this Agreement or any Order Form immediately in the event of non-payment by User, or in the event of any breach by User that cannot reasonably be cured in Zentrum’s sole discretion. Upon termination of this Agreement for any reason, User shall pay to Zentrum all Fees due or accrued under this Agreement and any addendum or Order Form entered into by the parties as of the date of such termination. Notwithstanding anything to the contrary in this Agreement or in any addendum, Zentrum shall not refund to User any Fees paid prior to expiration or termination of this Agreement.

c. Suspension; Removal.

Zentrum may immediately suspend or terminate this Agreement, with regard to User and/or any Practice Member, in the event that Zentrum believes in its sole good faith determination that a Practice Member has engaged in inappropriate or unprofessional conduct, failed to fulfill the requirements set forth in Sections 8.a and 8.b, or otherwise breached any provision of this Agreement. Zentrum further reserves the right, at its sole discretion, to suspend or terminate this Agreement immediately, with regard to User and/or any Practice Member, for User’s or a Practice Member’s repeated rescheduling, cancellation, or no-shows of appointments.

d. Survival.

The following shall survive expiration or termination of this Agreement: Sections 7–12, 14–16, and all other terms which by their nature are reasonably intended to survive.

16. Miscellaneous.

a. Assignment.

Neither party may assign this Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other party, except that Zentrum has the unrestricted right to assign this Agreement to an affiliate or in the event of a sale, merger, or acquisition of any portion of its business to which this Agreement relates. Any attempted transfer in violation of this Section 16.a will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.

b. No Inducement.

Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence, or otherwise induce or solicit a party or any of its affiliates for referrals or arranging for the referrals of persons for items or services, or recommending the ordering of any items or services, of any kind whatsoever, to any of the other parties or their affiliates, or to any other person; (ii) as splitting of any professional fees paid to User; (iii) to interfere with a patient’s right to choose his or her own health care provider, or with a provider’s judgment regarding the ordering of any items or health care services; or (iv) as remuneration in exchange for a disclosure of PHI or other information from a Patient or otherwise. The parties intend that all compensation hereunder represents fair market value for the Services actually rendered and does not account for the value or volume of any referrals or other business generated between the parties.

c. Notices.

All notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if sent (i) to Zentrum by overnight guaranteed delivery service addressed to Zentrum Care LLC, 7901 Hispanola Avenue, Apt 1605, North Bay Village, FL 33141, Attn: Legal, with a copy delivered via email to legal@zentrumcare.com; or (ii) to User via email to the designated billing contact or address on file. User expressly consents to the provision of notices via email. Either party may update its preferred notice address at any time upon notice to the other party. Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient or, if delivered on a non-business day, on the next business day.

d. Governing Law; Venue.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without reference to the conflict of laws provisions thereof. Any claim not subject to Section 16.e shall only be brought in the state or federal courts located in Miami-Dade County, Florida, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

e. Arbitration Agreement.

The following ARBITRATION AGREEMENT requires User, as well as any Practices and/or Practice Members that the User represents, to arbitrate certain disputes and claims with Zentrum and limits the manner in which User can seek relief from Zentrum. User and Zentrum acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, Zentrum’s officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of this Agreement, and that upon User’s acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce this Agreement against User as the third-party beneficiary hereof.

i. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration before the American Arbitration Association (the “AAA”) in Miami-Dade County, Florida. The arbitration will proceed in the English language, in accordance with the AAA Commercial Arbitration Rules (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. The arbitrator shall be selected from the appropriate list of AAA arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The arbitrator, and not a court, shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim, without any need to refer such matters first to a court.

ii. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Zentrum will pay all arbitration fees for claims less than seventy-five thousand dollars ($75,000) or if otherwise required by law. Zentrum will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that User’s claim is frivolous.

iii. Small Claims Court; Infringement. Either User or Zentrum may assert claims, if they qualify, in small claims court in Miami-Dade County, Florida or any United States county where User lives or works. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

iv. Waiver of Jury Trial. USER AND ZENTRUM WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. User and Zentrum are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between User and Zentrum over whether to vacate or enforce an arbitration award, USER AND ZENTRUM WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

v. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither User nor Zentrum is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 16.e.

vi. Opt-Out. User has the right to opt out of the provisions of this Section by sending written notice of its decision to opt out to the following address: Zentrum Care LLC, 7901 Hispanola Avenue, Apt 1605, North Bay Village, FL 33141, Attn: Legal (with an email copy to legal@zentrumcare.com) postmarked within thirty (30) days of (A) first accepting this Agreement or, if this Agreement is an updated version of the Agreement previously accepted, (B) the updated Agreement becoming effective. User must include (1) the Practice name and address, (2) the email address and/or telephone number associated with Your account, and (3) a clear statement that User wants to opt out of this Agreement’s arbitration agreement.

vii. Arbitration Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Section 16.e will be null and void. This arbitration agreement will survive the termination of User’s relationship with Zentrum.

f. Force Majeure.

Except for a party’s payment obligations, the performance of either party under this Agreement may be suspended to the extent and for the period that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics or pandemics, wars, or riots). After thirty (30) cumulative days of suspension on the part of one party, the other party may, at its sole discretion and with written notice to the affected party, terminate its obligations without further liability.

g. Modifications.

No modification, amendment, or waiver of this Agreement or any of its provisions shall be binding upon Zentrum unless made in writing and agreed to by Zentrum. Zentrum may amend the terms and conditions of this Agreement by posting a notice on the Provider Dashboard or otherwise reasonably notifying User at least thirty (30) days prior to such change taking effect, provided that if User does not agree to such changes, User may terminate this Agreement without penalty by providing Zentrum with written notice of such election prior to such modification taking effect. User’s continued use of the Services and/or the Zentrum Platform following such period shall be deemed to be User’s acceptance of such change. A failure or delay of either party to: (i) insist upon the performance of any terms, conditions, rights, or privileges of this Agreement; or (ii) exercise any rights or privileges conferred in this Agreement, shall not be construed as waiving any such terms, conditions, rights, or privileges and the same shall continue and remain in full force and effect. Notwithstanding the foregoing, User acknowledges that Zentrum may modify, discontinue, or deprecate any of the Services, or any portion or feature thereof, for any reason at any time without liability to User. Zentrum will make reasonable efforts to notify User prior to deprecating any Services as set forth in the previous sentence.

h. Severability.

In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision.

i. Entire Agreement.

This Agreement, any exhibits or addenda hereto, the policies referred to herein, and any Order Form, constitute the entire agreement between the parties and supersede all previous or contemporaneous agreements, promises, representations, whether written or oral, between the parties with respect to the subject matter hereof.

j. Headings.

The headings of the sections of this Agreement are for convenience only, and do not form a part hereof or in any way limit, define, describe, modify, interpret, or construe the meaning, scope, or intent of this Agreement or any terms or conditions therein.

k. Independent Contractors.

The relationship of the parties shall be that of independent contractors. Any employee, servant, subcontractor, or agent of Zentrum who is assigned to provide services under this Agreement shall remain at all times under the exclusive direction and control of Zentrum and shall not be deemed to be an employee, servant, subcontractor, or agent of User. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein.

l. Third Party Beneficiaries.

This Agreement is entered into solely between, and made for the sole benefit of, Zentrum and User, and, subject to indemnification obligations and the limitations of liability herein, this Agreement will not be deemed to create any obligations, remedies, or liabilities of a party to any third parties (including without limitation any Practice Member) unless explicitly stated herein. Except as otherwise stated in this Agreement, no third party shall have the right to make any claim or assert any right under this Agreement, and no third party shall be deemed a beneficiary of this Agreement.

m. Remedies Cumulative.

Unless expressly stated, no remedy afforded to a party under this Agreement shall preclude other remedies available under equity or law.

Copyright © 2026 Zentrum Care LLC. All rights reserved.

Exhibit A

Business Associate Agreement

1. Definitions.

This Business Associate Agreement (“BAA”) shall apply to any services provided by Zentrum to User under the Agreement to which it is attached or any other agreement between the parties that references this BAA and which involves Zentrum’s access, use, or disclosure of Protected Health Information, as defined under HIPAA. Terms used in this Exhibit A but not otherwise defined in this Exhibit A or the Agreement shall have the meaning ascribed to them by HIPAA. For purposes of this Exhibit A only, when Zentrum is deemed to be a Business Associate of Practice and/or User, as applicable, Zentrum shall be referred to as “Business Associate,” and Practice and/or User, as applicable, shall be referred to as “Covered Entity.” In the event that User is a Business Associate of the Practice, references to Business Associate herein shall be to Zentrum, notwithstanding that Zentrum would be a Business Associate Subcontractor, as defined in HIPAA, of User. In the event of an inconsistency between this Exhibit A and another term of the Agreement as it relates to PHI, this Exhibit A shall control.

2. Use and Disclosure.

Business Associate agrees not to use or disclose Practice PHI other than as permitted or required by this Exhibit A, the Agreement, or as Required By Law. Business Associate shall comply with the provisions of this Exhibit A relating to privacy and security of PHI and that are applicable to Business Associates.

3. Appropriate Safeguards.

Business Associate agrees to use appropriate safeguards to prevent the use or disclosure of Practice PHI other than as provided for by this Exhibit A, the Agreement, or as Required By Law. Without limiting the generality of the foregoing sentence, Business Associate will:

a. Implement administrative, organizational, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information contained within Practice PHI (“Electronic Practice PHI”) as required by the Security Rule; and comply with the applicable requirements, policies, procedures, and documentation requirements of the Security Rule.

b. Report to Covered Entity any Security Incident involving Electronic Practice PHI or involving systems in which Electronic Practice PHI is stored, maintained, or over which it is transmitted, of which Business Associate becomes aware. Any actual, successful Security Incident will be reported to Covered Entity in writing without unreasonable delay. With respect to attempted, unsuccessful Security Incidents, the parties acknowledge and agree that this Exhibit A constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as, in Business Associate’s reasonable discretion, such incident is unlikely to have resulted in unauthorized access, use, disclosure, modification, or destruction of Electronic Practice PHI or interference with system operations in an information system that contains Electronic Practice PHI.

c. Notify Covered Entity following the discovery of a Breach of Unsecured PHI that is Practice PHI in accordance with 45 C.F.R. § 164.410 without unreasonable delay and in no event later than sixty (60) days (or within any shorter deadline imposed by applicable state law) after discovery of the Breach. The notice shall include the following information if known (or that can be reasonably obtained) by Business Associate: (i) contact information for the individuals who were or who may have been impacted by the Breach; (ii) a brief description of the circumstances of the Breach, including the date of the Breach and date of discovery; (iii) a description of the types of Unsecured PHI involved in the Breach; and (iv) a brief description of what the Business Associate has done or is doing to investigate the Breach and mitigate harm to the individuals impacted by the Breach. A Breach is considered “discovered” as of the first day on which the Breach is known, or reasonably should have been known, to Business Associate or any employee, officer, or agent of Business Associate, other than the individual committing the Breach.

d. Report, without unreasonable delay, to Covered Entity any access, use, or disclosure of Practice PHI by Business Associate or a third party to which Business Associate disclosed Practice PHI which is not permitted by this Agreement and of which Business Associate becomes aware.

e. Comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations, to the extent that Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164.

4. Mitigation.

Business Associate agrees to take reasonable steps to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Practice PHI by Business Associate in violation of the requirements of this Exhibit A (including, without limitation, any Security Incident or Breach of Unsecured PHI). Business Associate agrees to reasonably cooperate and coordinate with Covered Entity in the investigation of any violation of the requirements of this Exhibit A and/or any Security Incident or Breach. Business Associate shall also reasonably cooperate and coordinate with Covered Entity in the preparation of any reports or notices to the Individual, a regulatory body, or any third party required to be made under HIPAA or any other federal or state laws, rules, or regulations, provided that any such reports or notices shall be subject to the prior written approval of Covered Entity.

5. Minimum Necessary.

To the extent required by the “minimum necessary” requirements of HIPAA, Business Associate shall only request, use, and disclose the minimum amount of Practice PHI necessary to accomplish the purpose of the request, use, or disclosure. See corresponding Covered Entity obligation in Section 12.b of this Exhibit A.

6. Subcontractors.

Business Associate shall enter into a written agreement meeting the requirements of 45 C.F.R. §§ 164.504(e) and 164.314(a)(2) with each Subcontractor (including, without limitation, a Subcontractor that is an agent under applicable law) that creates, receives, maintains, or transmits Practice PHI on behalf of Business Associate. Business Associate shall ensure that the written agreement with each Subcontractor obligates the Subcontractor to comply with restrictions and conditions that are at least as restrictive as the restrictions or conditions that apply to Business Associate through this Exhibit A with respect to such information.

7. Access to Designated Record Sets.

The parties do not anticipate that Business Associate will maintain Designated Record Sets on behalf of Covered Entity. In the event, however, that Covered Entity requests and Business Associate agrees to maintain a Designated Record Set, Business Associate agrees to provide access, within thirty (30) days of a request by Covered Entity, and in the manner designated by the Covered Entity, to Practice PHI in a Designated Record Set created or received by Business Associate solely on behalf of Covered Entity only, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements of the HIPAA Regulations. If an Individual makes a request for access to Practice PHI directly to Business Associate, Business Associate shall notify Covered Entity of the request within three (3) business days of such request. Covered Entity shall have the sole responsibility to make decisions regarding whether to approve a request for access to Practice PHI.

8. Amendments to Designated Record Sets.

The parties do not anticipate that Business Associate will maintain Designated Record Sets on behalf of Covered Entity. In the event, however, that Covered Entity requests and Business Associate agrees to maintain a Designated Record Set, Business Associate agrees to provide information to Covered Entity for amendment and to incorporate any such amendment(s) to Practice PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to the HIPAA Regulations within thirty (30) days of a request by Covered Entity, and in the manner designated by the Covered Entity. If an Individual makes a request for an amendment to Practice PHI directly to Business Associate, Business Associate shall notify Covered Entity of the request within three (3) business days of such request. Covered Entity will have the sole responsibility to make decisions regarding whether to approve a request for an amendment to Practice PHI.

9. Access to Books and Records.

Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of Covered Entity’s PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary for purposes of the Secretary determining Covered Entity’s and Business Associate’s compliance with the Privacy Rule.

10. Accountings.

Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with HIPAA. Business Associate agrees to, within thirty (30) days of request from Covered Entity, make available to Covered Entity such information as is in Business Associate’s possession and as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Practice PHI in accordance with HIPAA. If Business Associate receives a request for an accounting for Practice PHI directly from an Individual, Business Associate shall forward such request to Covered Entity within ten (10) business days. Covered Entity shall have the sole responsibility to provide an accounting of such disclosures to an Individual.

11. Permitted Uses and Disclosures by Business Associate.

a. Services. Except as otherwise limited in this Exhibit A, Business Associate may use or disclose PHI to perform the Services, provided that such use or disclosure would not violate HIPAA if done by Covered Entity.

b. Use for Administration of Business Associate. Except as otherwise limited in this Exhibit A, Business Associate may use Covered Entity’s PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. Covered Entity acknowledges and agrees that proper management and administration of Business Associate includes, without limitation, improvements, modifications of, upgrades to, and the development and/or addition of additional products, features, and functionality for, the Services and the Zentrum Platform.

c. Disclosure for Administration of Business Associate. Except as otherwise limited in this Exhibit A, Business Associate may disclose Practice PHI for the proper management and administration of the Business Associate, provided that (i) disclosures are Required By Law, or (ii) Business Associate obtains reasonable written assurances from the third party to whom the information is disclosed that the third party will (1) protect the confidentiality of Practice PHI, (2) use or further disclose the Practice PHI only as Required By Law or for the purpose for which it was disclosed to the third party, and (3) notify the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

d. Data Aggregation. Business Associate may use Practice PHI to provide Data Aggregation services relating to the Health Care Operations of Covered Entity.

e. De-Identified Information. Business Associate may use Practice PHI to create de-identified health information in accordance with the HIPAA de-identification requirements. Business Associate shall own any de-identified health information it creates, and may use or disclose de-identified health information for any purpose permitted by law.

f. Authorization. Business Associate may present Patients or other patients with a valid HIPAA Authorization to obtain their authorizations for Business Associate to be able to use and disclose Practice PHI for the purposes set forth in the Authorization. If a Patient or other patient has signed a valid HIPAA Authorization for Business Associate to retain such individual’s Practice PHI and use and disclose such PHI for the purposes set forth in the Authorization, then, notwithstanding anything in Section 15 of this Exhibit A, the parties agree that Business Associate will have no obligation to return or destroy such PHI upon the termination of the Agreement. Covered Entity agrees to accept and comply with any valid HIPAA Authorization presented to it by Business Associate on behalf of a Patient.

12. Obligations of Covered Entity.

a. Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose Covered Entity’s PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.

b. Minimum Necessary PHI. Consistent with Business Associate’s mutual obligation in Section 5 of this Exhibit A, when Covered Entity discloses PHI to Business Associate, Covered Entity shall provide the minimum amount of PHI necessary for the accomplishment of Business Associate’s purpose.

c. Permissions; Restrictions. Covered Entity warrants and covenants that it has obtained and will obtain any consents, authorizations, and/or other legal permissions required under HIPAA and other applicable law for the disclosure of PHI to Business Associate. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to use or disclose his or her Covered Entity’s PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI. Covered Entity shall not agree to any restriction on the use or disclosure of PHI under 45 C.F.R. § 164.522 that restricts Business Associate’s use or disclosure of Covered Entity’s PHI under this Exhibit A or the Agreement unless Business Associate grants its written consent.

d. Notice of Privacy Practices. Except as required by HIPAA or other applicable law, with Business Associate’s consent, or as set forth in the Agreement, Covered Entity shall not include any limitation in the Covered Entity’s notice of privacy practices that limits Business Associate’s use or disclosure of Covered Entity’s PHI under this Exhibit A or the Agreement.

13. Compliance with HIPAA Transaction Standards.

When providing Services, and to the extent applicable, Business Associate shall comply with all applicable HIPAA standards and requirements (including, without limitation, those specified in 45 C.F.R. Part 162) with respect to the transmission of health information in electronic form in connection with any transaction for which the Secretary has adopted a standard under HIPAA (“Covered Transactions”). Business Associate will make its services and/or products compliant with HIPAA’s standards and requirements no less than thirty (30) days prior to the applicable compliance dates under HIPAA. Business Associate represents that it is aware of all current HIPAA standards and requirements regarding Covered Transactions, and Business Associate shall comply with any modifications to HIPAA standards and requirements which become effective from time to time. Business Associate shall require all of its agents and subcontractors (if any) who assist Business Associate in providing its services and/or products to comply with the terms of this Section 13.

14. Termination Upon Breach.

Notwithstanding anything to the contrary in this Exhibit A or in the Agreement, either party (the “Non-Breaching Party”), upon knowledge of a material breach of this Exhibit A relating to Practice PHI by the other party (the “Breaching Party”), shall provide an opportunity for the Breaching Party to cure the breach or end the violation. If the Breaching Party does not cure the breach or end the violation to the reasonable satisfaction of the Non-Breaching Party within thirty (30) days, the Non-Breaching Party may terminate: (a) this Exhibit A; (b) all of the provisions of the Agreement that involve the use or disclosure of Practice PHI; and (c) such other provisions, if any, of the Agreement as the Non-Breaching Party designates in its sole discretion.

15. Effect of Termination.

a. Return of PHI. Except as provided in Section 15.b of this Exhibit A, upon termination of this Exhibit A or the Agreement, for any reason, Business Associate, in its sole discretion, shall return or destroy, without unreasonable delay, all Practice PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Practice PHI that is in the possession of subcontractors or agents of Business Associate.

b. Infeasibility. In the event that Business Associate determines in its sole reasonable discretion that returning or destroying the Practice PHI is infeasible, Business Associate shall extend the protections of this Exhibit A to such PHI and limit further uses and disclosures of Practice PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains Practice PHI. Without limiting the generality of the foregoing, Covered Entity acknowledges and agrees that: (i) it is infeasible for Business Associate to delete Practice PHI from its backup tapes or other backup systems; and (ii) it is infeasible for Business Associate to delete all Practice PHI during an ongoing investigation in connection with a Security Incident or Breach of Unsecured PHI, and that temporarily retaining certain Practice PHI may be necessary for such investigation.

Appendix 1: Software Terms

1. Acceptance. As a condition to using the Software, You must review and agree to the terms set forth in this Appendix 1 and any other terms that may be presented to You when You receive such Software (collectively, the “Software Terms”). If You use the Software, You will be deemed to have accepted the Software Terms. The term “Software” includes Embedded Modules, as defined below. For the avoidance of doubt, this Appendix 1 shall only apply to User to the extent User opts to utilize the Software.

2. Definitions.

a. “Embedded Module” means HTML and other code and functionality provided by Zentrum that is displayed on a User Website (defined below) and that allows End Users to access and view Zentrum Content on the User Website. Embedded Modules include, without limitation, the “Book Online Button,” “white labels,” and other widgets and functionality that Zentrum may provide for use on a User Website from time to time.

b. “End User” means a visitor to the User Website.

c. “User Website” means the User URL(s), domain(s), or other web properties through which an Embedded Module is accessed or hosted by User.

d. “Zentrum Content” means all data, information, and content provided or otherwise made available by or on behalf of Zentrum through or in connection with the Services and the Zentrum Platform. Zentrum Content includes the Zentrum Marks, links and search functionality leading to the Zentrum Platform, and advertising for Zentrum or for third-party products. In addition, Zentrum Content includes any and all data and HTML and other code that accompanies the Embedded Module, and any upgrades, enhancements, or modifications to such code.

3. Licenses.

a. Software. Subject to the terms and conditions of this Agreement and during the Term hereof, Zentrum hereby grants User a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right and license to use the Software for its internal business purposes and solely in connection with the relevant Services. Zentrum reserves all rights to the Software not expressly granted hereunder.

b. Embedded Modules. Subject to the terms and conditions of this Agreement and during the Term hereof, Zentrum hereby grants to User a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to (i) embed the HTML and other code provided by Zentrum hereunder on the User Website in order to display the Embedded Modules on the User Website; and (ii) use the Embedded Modules on the User Website solely for the intended purposes to access and display certain Zentrum Content made available by Zentrum via the Embedded Modules to End Users. Upon Zentrum’s request, User agrees to immediately remove any Embedded Modules from the User Website. Except as expressly described herein, User is not licensed to use the Embedded Modules for any other purpose, and nothing in this Agreement shall be deemed to grant User any other right, title, or interest in the Embedded Modules, or any Zentrum Content therein. User agrees that during the Term, User shall not utilize or make available on any website or application containing an Embedded Module, any services for any third party that would compete directly with the Embedded Module being marketed, sold, licensed, distributed, provided, or otherwise made available by Zentrum.

c. Zentrum Marks. Subject to the terms and conditions of this Agreement, User may display Zentrum Marks on the User Website in connection with the presentation of the Embedded Module and Zentrum Content; provided that all goodwill related to such name and logo and all uses thereof and any accrued goodwill shall inure solely to the benefit of Zentrum. If Zentrum determines in its sole discretion that any use of Zentrum Marks may be detrimental to Zentrum or its business or otherwise objectionable, then User will promptly cease such use or modify its use to be consistent with Zentrum’s requests. Upon any termination of this Agreement, User will immediately cease all use of Zentrum Marks, and any other similar mark, name, or logo.

4. User Website Terms. User hereby agrees that User will provide the Embedded Modules and Zentrum Content to End Users subject to the same terms and conditions that End Users are subject to with respect to User’s own products or services on the User Website (“End User Terms”). User acknowledges and agrees that (i) each End User affirmatively accepts the End User Terms in connection with such End User’s use of the User Website; and (ii) such End User Terms include at least the following: (x) all legally required, and otherwise appropriate, disclaimers related to the Embedded Modules and Zentrum Content and its use, and (y) provisions regarding User’s collection and processing of End Users’ personal information in compliance with all applicable laws and regulations and consistent with this Agreement. Further, User acknowledges that End Users shall be required to accept Zentrum’s Terms of Use and Privacy Policy if such End Users elect to use Zentrum’s services or access the Zentrum Platform.

5. Proprietary Rights and Restrictions.

a. Feedback. User may choose to provide Zentrum with comments concerning the Services or the Zentrum Platform and User’s use thereof, which may include bug reports, evaluations, and proposed product integrations (and associated metrics and learnings) (collectively, “Feedback”). User hereby assigns to Zentrum all rights, title, and interest to the Feedback, for any and all commercial and non-commercial purposes, with no obligation of any kind to User.

b. Restrictions. Except as expressly authorized under this Agreement, User may not (i) copy, rent, lease, sell, license, transfer, assign, sublicense, redistribute, disassemble, aggregate, index, reverse engineer or decompile, derive source code or algorithms from, modify or alter, interfere with, defeat, avoid, disrupt, bypass, remove, or disable any part of the Zentrum Platform; (ii) circumvent or attempt to circumvent any restrictions on, access to, or use of the Zentrum Platform, or any of their constituent components; (iii) introduce any virus, worm, trap door, back door, timer, time bomb, authorization codes, or other device that would access, modify, interfere, or disrupt the use of the Zentrum Platform; (iv) use the Zentrum Platform for any unlawful purpose, including to phish, spam, or distribute malware; (v) otherwise use the Zentrum Platform on behalf of any third party or on any websites other than the User Website, or to create or maintain a separate online scheduling platform, or other similar product or service; (vi) resell, disclose, publish, or distribute the Zentrum Platform, including any information created, received, processed, or provided through the Services or the Zentrum Platform; (vii) use the Zentrum Platform in any manner or for any purpose that violates any law or regulation, or any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of publicity; (viii) cache or store any content obtained via use of the Services or the Zentrum Platform; or (ix) remove or alter any branding, identifying, or notices included with the Software (including, but not limited to, “Powered by Zentrum” or other Zentrum Marks).

c. Placement. Zentrum prohibits the placement of the Software or Zentrum Content on User Websites that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate, as determined by Zentrum in its sole discretion. User may not display the Embedded Modules or Zentrum Content in a manner that does not permit successful linking or redirection to the Zentrum Platform or delivery of the applicable Services to the End User. User may not insert or permit any intermediate page, splash page, or other content between the Embedded Modules and the Zentrum Platform.

d. Ownership. Notwithstanding any other provision herein, all data generated by Zentrum in connection with the Services or provided by or on behalf of Zentrum to User in connection with the performance of the Services shall be owned exclusively by Zentrum. User may use any data provided by Zentrum for its internal purposes only, and is not permitted to share such data with third parties (including but not limited to User’s affiliates) without Zentrum’s prior written consent. Notwithstanding the foregoing, User will not use (or allow any third party to use) the status of an individual as a user of the Zentrum Platform or the Services as the basis for targeting communications to such individual without Zentrum’s prior written consent.

Appendix 2: Telehealth Enabling Services Terms

a. Acceptance. For the avoidance of doubt, this Appendix 2 shall only apply to User to the extent User opts to utilize the Telehealth Enabling Services.

b. Telehealth Encounters. Subject to the terms and conditions of this Agreement, Zentrum may provide services that will enable Patients or other patients to access health care encounters with Practice Members via telehealth technology (“Telehealth Encounters”), which may be conducted through either (i) the Practice’s existing telehealth capabilities, or (ii) an interactive, two-way audiovisual communications system that Zentrum will facilitate through its Software.

c. Telehealth Marketing and Scheduling and Telehealth Facilitation Services. Zentrum’s services with regard to Telehealth Encounters shall be limited to Marketing and Scheduling Services (“Telehealth Marketing and Scheduling Services”), and under no circumstances shall Zentrum be deemed to be the provider of Telehealth Encounters. Zentrum’s services may also include the technological facilitation of Telehealth Encounters between Practice Members and Patients or other patients via an interactive, two-way audiovisual communications system (the “Telehealth Facilitation Services”). The Telehealth Marketing and Scheduling Services, and if applicable, the Telehealth Facilitation Services, are included in the definition of “Services” hereunder.

d. Telehealth Facilitation Software. Zentrum may, in its sole discretion, choose to provide Telehealth Facilitation Services using its own telehealth technology or by partnering with a third-party technology provider. In either case, the Telehealth Facilitation Services are included in the definition of “Software” under the Agreement, and are, accordingly, subject to the same terms and conditions that apply to other Software hereunder.

e. Telehealth Representations and Warranties. User represents, warrants, and covenants that, at all times during the Term:

i. Each Practice Member who engages in Telehealth Encounters possesses all valid, unexpired, unrevoked, and unrestricted licenses, authorizations, and certifications (collectively, the “Licenses”) as may be required to engage in Telehealth Encounters. Such Licenses may include, but are not limited to, (i) a license to practice in the jurisdiction where the Patient is located, unless the Practice Member qualifies for an applicable exemption, and (ii) any Licenses that are required for Telehealth Encounters within a certain sub-specialty of practice;

ii. Telehealth Encounters will be provided by Practice Members in a manner that complies with all applicable state and federal laws and regulations, including, but not limited to, those that relate to (i) Practice Members’ scope of practice, (ii) remote prescribing, (iii) permitted modalities of telehealth, (iv) privacy and security, and (v) coding, billing, and collection activities;

iii. Practices (i) shall obtain informed consent and any other legally required documentation from Patients or other patients (and, for minor Patients, from a parent or legal guardian) prior to engaging in Telehealth Encounters, (ii) confirm that such informed consent will comply with all applicable laws and regulations that may apply to health care services delivered via telehealth, and (iii) acknowledge and agree that Zentrum bears no responsibility for confirming the content or validity of any documentation transmitted by User to Patients or other patients through the Services;

iv. User shall be responsible for assessing insurance coverage and billing requirements that apply to Telehealth Encounters (including any such requirements that arise under state or federal law, including Florida Medicaid), and for providing Zentrum with accurate and up-to-date information regarding each Practice Member’s insurance participation as applicable to Telehealth Encounters; and

v. User shall be responsible for establishing policies and procedures that shall be operationalized in the event that a Patient requires emergency health care services during a Telehealth Encounter.

Appendix 3: Sponsored Placement and Advertising Terms

1. Acceptance. For the avoidance of doubt, this Appendix 3 shall only apply to User to the extent User opts to utilize the Sponsored Placement or Ad Services (together, the “Ad Services”). Participation in the Ad Services is voluntary.

2. Ad Services. Zentrum may offer User the ability to purchase sponsored placement of, or to place advertisements including certain User Information (each, an “Ad” or “Sponsored Placement”), which shall be mutually agreed upon by the parties through the Provider Dashboard, in a written insertion order, or orally and subsequently confirmed in writing (collectively, an “IO”). In exchange for payment by User of the applicable fee specified in the IO (which shall be incorporated herein by reference) (“Ad Fee”) and subject to the terms and conditions set forth herein, Zentrum agrees to arrange for the placement of User’s Ad(s) or Sponsored Placement in accordance with the placement details set forth in the IO (“Ad Services”).

3. Insertion Orders. From time to time, User and Zentrum may execute IOs that may specify, as applicable: (a) a description of the Ad Services to be rendered pursuant to the IO, (b) the Ad Fee, (c) the start and end dates of the Ad Services, and (d) other Ad placement details. Zentrum will use commercially reasonable efforts to notify User if the agreed-upon Ad placement is not available. Acceptance of the IO shall be deemed to occur the earlier of (i) written (including email) acceptance of the IO by Zentrum, or (ii) the display of the first Ad by Zentrum in accordance with the agreed-upon placement pursuant to the IO. Any revisions to accepted IOs requested by User shall be made in writing, provided Zentrum is under no obligation to accept such revisions, and no revision shall be binding upon Zentrum unless accepted by Zentrum in writing.

4. Billing; Payment for Ad Fees. Zentrum will invoice User for the Ad Fees as specified in the IO. Billing of all Ad Fees shall be based solely on Zentrum data. Any billing disputes must be raised on or before the payment due date set forth in the applicable IO. Any billing dispute not raised on or before fifteen (15) days of the date of the applicable Ad Services shall be deemed waived by User. Upon termination of this Agreement or an IO for any reason, User shall pay to Zentrum all Ad Fees due for Ad Services rendered up to and including the effective date of termination. Zentrum shall not refund to User Ad Fees due and payable or paid prior to expiration or termination of this Agreement or an IO.

5. Termination of IO; Rejection/Retraction of an Ad. Either party may terminate an IO at any time if the other party is in material breach of its obligations under the IO or this Agreement, which breach is not cured within ten (10) days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in the IO or this Agreement with regard to specific breaches. Zentrum may terminate an IO immediately, with regard to User and/or any Practice Member, in the event that a Practice Member breaches any representation or warranty set forth in the Agreement. In addition, Zentrum reserves the right, in its sole discretion, to accept, retract, or reject at any time, any Ad placement requested in any IO whether on the basis of this Agreement, due to any technical reasons, or for any other reason in its sole discretion. User will not be charged for any Ad placements that are rejected or otherwise not fulfilled by Zentrum.

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