Master Services
Agreement.

1. Parties and agreement structure

This Master Services Agreement ("MSA") is entered into between Auxo Health, Co., a state and entity type to be confirmed ("Auxo"), and the customer identified in an Order Form that references this MSA ("Customer"). This MSA is effective on the effective date of the first Order Form (the "Effective Date"). Auxo and Customer are each a "Party" and together the "Parties."

An "Order Form" is a written ordering document signed by both Parties that describes the Services, fees, subscription term, usage limits, implementation, and any additional terms. A "Statement of Work" or "SOW" describes professional services and deliverables. The MSA, Order Forms, SOWs, Data Processing Addendum ("DPA"), Business Associate Agreement ("BAA"), and any incorporated exhibits form the "Agreement."

If documents conflict, the following order controls for the conflicting subject: (1) the BAA for PHI; (2) the DPA for Personal Data; (3) an Order Form expressly identifying the provision it overrides; (4) an SOW; and (5) this MSA.

2. Definitions

3. Services and access

3.1 Provision of Services

During an Order Form term and subject to the Agreement, Auxo grants Customer a limited, nonexclusive, nontransferable right for Authorized Users to access and use the Services for Customer's internal healthcare operations. Auxo will provide the Services and support described in the Order Form and Documentation.

3.2 Accounts and administration

Customer controls its Authorized Users and is responsible for assigning appropriate permissions, maintaining the confidentiality of credentials, and promptly disabling access that is no longer authorized. Customer will notify Auxo promptly of suspected account compromise.

3.3 Changes

Auxo may improve or modify the Services during the term. Auxo will not materially reduce the core functionality purchased under an active Order Form. Auxo may suspend or remove a feature when reasonably necessary to address law, security, third-party platform changes, or material risk, and will use commercially reasonable efforts to provide notice and a reasonable alternative.

3.4 Beta features

Customer may choose to use features identified as beta, pilot, preview, evaluation, or non-production. Beta features are optional, may change or end, and are provided without service-level commitments unless an Order Form states otherwise. Customer will not use beta features for production PHI unless Auxo expressly approves that use in writing and the BAA applies.

4. Customer obligations

Customer will:

• use the Services only as permitted by the Agreement, Documentation, and applicable law;
• ensure it has all rights, permissions, notices, and authorizations needed for Auxo to process Customer Data and connect Customer systems;
• configure user roles, workflows, and approvals appropriate to Customer's organization;
• maintain reasonable safeguards for Customer-controlled devices, credentials, systems, and networks;
• provide accurate information and reasonable cooperation needed to implement and support the Services; and
• remain responsible for decisions, approvals, submissions, and actions taken by Customer or its Authorized Users.

Customer will not use the Services to violate law; process data Customer is not authorized to provide; probe or disrupt the Services; bypass access controls; introduce malware; resell or provide the Services to an unauthorized third party; reverse engineer the Services except where law prohibits this restriction; or use the Services or outputs to develop or train a competing product or model.

5. Customer Data, AI, and healthcare use

5.1 Customer control

As between the Parties, Customer retains all right, title, and interest in Customer Data. Customer instructs Auxo to process Customer Data only to provide, secure, support, and improve the Services for Customer, comply with the Agreement and law, and perform other documented instructions from Customer.

5.2 AI Output and human review

The Services may generate recommendations, summaries, draft communications, classifications, or other output using probabilistic technology ("AI Output"). AI Output may be incomplete, inaccurate, or not unique. Customer must use qualified personnel to review AI Output and source evidence before relying on it or allowing any action to leave Customer's systems. Auxo will not independently make clinical diagnoses or treatment decisions.

Customer is responsible for determining whether a particular use is appropriate for its clinical, billing, coding, payer, employment, or other regulated obligations. Auxo is responsible for operating the Services in accordance with the Agreement, but does not assume Customer's professional duties or responsibility for Customer's final decisions.

5.3 Model training

Auxo will not use Customer Data or PHI to train a general-purpose model for the benefit of other customers unless Customer expressly authorizes that use in writing. Auxo may use Usage Data and information that has been de-identified in accordance with applicable law and contract to secure, operate, evaluate, and improve the Services.

5.4 Connected services

Customer may direct Auxo to interoperate with third-party systems. Customer authorizes Auxo to exchange Customer Data with those systems as needed to provide the requested integration. Auxo is not responsible for a third-party system's availability, changes, or acts outside Auxo's control, but Auxo remains responsible for its subprocessors as provided in the DPA and BAA.

6. Security, privacy, and regulated data

Auxo will maintain a written information-security program with administrative, technical, and physical safeguards appropriate to the nature of Customer Data and the risk presented by the processing. Auxo will notify Customer of a Security Incident as provided in the DPA and, for PHI, the BAA.

The DPA applies when Auxo processes Personal Data on Customer's behalf. The BAA applies only when the Parties execute or otherwise validly incorporate it and Auxo processes PHI as Customer's business associate. Customer will not submit PHI before a BAA is in effect.

7. Fees, payment, and taxes

Customer will pay the fees and expenses stated in each Order Form. Unless an Order Form states otherwise, invoices are due within thirty (30) days after receipt, fees are stated in U.S. dollars, and commitments are non-cancelable and non-refundable except as expressly provided in the Agreement.

Past-due undisputed amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate. Auxo may suspend affected Services for amounts more than thirty (30) days overdue after providing at least ten (10) days' written notice, unless Customer is disputing the amount in good faith and cooperating to resolve it.

Fees exclude taxes. Customer is responsible for sales, use, value-added, and similar transaction taxes, excluding taxes on Auxo's net income. If law requires withholding, Customer will provide documentation and cooperate to minimize the withholding lawfully.

8. Ownership and licenses

Auxo and its licensors retain all right, title, and interest in the Services, Documentation, software, workflows, methods, models, designs, and improvements, excluding Customer Data. No rights are granted except as expressly stated.

Customer grants Auxo a limited, worldwide license during the term to host, copy, transmit, display, transform, and otherwise process Customer Data only as needed to perform Auxo's obligations and exercise its rights under the Agreement.

If Customer provides feedback, Customer grants Auxo a worldwide, perpetual, irrevocable, royalty-free right to use it without restriction, provided Auxo does not publicly identify Customer as the source without permission.

9. Confidentiality

"Confidential Information" means nonpublic information disclosed by one Party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood as confidential, including Customer Data, security information, product plans, pricing, and the nonpublic terms of the Agreement. Confidential Information excludes information Recipient can document: (a) is public through no breach; (b) was lawfully known without restriction; (c) is received lawfully from another source without duty; or (d) is independently developed without use of Confidential Information.

Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality duties. If law compels disclosure, Recipient will, where legally permitted, give prompt notice and reasonable assistance so Discloser may seek protection. These obligations continue for five (5) years after disclosure, except trade secrets, PHI, and Personal Data remain protected as long as required by law and the Agreement.

10. Warranties and disclaimers

Each Party represents it has authority to enter into the Agreement. Auxo warrants that during an Order Form term: (a) the Services will perform materially in accordance with the Documentation; (b) Auxo will perform professional services in a professional and workmanlike manner; and (c) Auxo will not materially reduce the security protections described in the Agreement.

If Auxo breaches a warranty, Customer must notify Auxo with reasonable detail. Auxo will use commercially reasonable efforts to correct the nonconformity. If Auxo cannot do so within a reasonable period, Customer may terminate the affected Services and receive a refund of prepaid fees covering the terminated period. This is Customer's exclusive remedy for breach of this section.

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, BETA FEATURES, AI OUTPUT, AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AUXO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUT WILL ALWAYS BE ACCURATE OR COMPLETE.

11. Indemnification

11.1 By Auxo

Auxo will defend Customer against a third-party claim alleging that Customer's authorized use of the Services infringes a U.S. patent, copyright, or trademark, and will pay damages and reasonable costs finally awarded or agreed in settlement. Auxo has no obligation for claims arising from Customer Data, Customer instructions, unauthorized modifications, use with items not supplied by Auxo where the claim would not otherwise arise, continued use after notice, or use outside the Agreement. Auxo may modify or replace the affected Service, obtain continued rights, or terminate the affected Service and refund prepaid fees for the terminated period.

11.2 By Customer

Customer will defend Auxo against a third-party claim arising from Customer Data, Customer's unlawful or unauthorized use of the Services, or Customer's material violation of Section 4, and will pay damages and reasonable costs finally awarded or agreed in settlement.

11.3 Process

The indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party's expense, and allow the indemnifying Party to control the defense and settlement. A settlement may not admit fault by or impose nonmonetary obligations on the indemnified Party without written consent.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING FROM OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

"Excluded Claims" means: (a) Customer's payment obligations; (b) a Party's indemnification obligations; (c) breach of confidentiality; (d) violation of the other Party's intellectual-property rights; and (e) gross negligence, fraud, or willful misconduct. Liability arising from a Security Incident caused by Auxo's breach of the DPA or BAA is capped at two times the general cap, or another negotiated amount. Liability that cannot lawfully be limited remains unlimited.

13. Insurance

During the term, each Party will maintain insurance appropriate to its business and obligations. Auxo will maintain at least confirm limits for technology E&O, cyber liability, commercial general liability, and workers' compensation and will provide certificates of insurance upon reasonable request.

14. Term, suspension, and termination

This MSA begins on the Effective Date and continues until all Order Forms expire or terminate. Each Order Form has the term stated in it. Renewal terms, if any, must be stated in the Order Form.

Either Party may terminate the Agreement or an affected Order Form if the other Party materially breaches it and does not cure within thirty (30) days after written notice, or within ten (10) days for nonpayment. Either Party may terminate immediately if the other Party becomes insolvent, ceases business without a successor, or enters bankruptcy proceedings not dismissed within sixty (60) days.

Auxo may suspend access to the extent reasonably necessary to prevent material harm, address unlawful use, respond to a security threat, or comply with law. Where practicable, Auxo will give advance notice and limit the suspension to the affected account or functionality.

15. Effect of termination

On termination, Customer's access rights end and outstanding fees become due. Upon written request made within thirty (30) days after termination, Auxo will make Customer Data available for export in a commonly used format, subject to the Order Form and reasonable technical limitations. After that period, Auxo may delete Customer Data according to its retention schedule, except where law or the BAA requires otherwise.

Sections that by nature should survive will survive, including payment obligations, ownership, confidentiality, disclaimers, indemnification, liability limitations, and general terms.

16. Publicity

Neither Party may use the other Party's name or logo in public marketing without prior written consent. The Parties may separately agree to a case study, press release, or reference activity.

17. General

17.1 Governing law and venue

The Agreement is governed by the laws of the State to be confirmed, excluding conflict-of-law rules. The state and federal courts located in County and State to be confirmed have exclusive jurisdiction, and each Party consents to venue there.

17.2 Notices

Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation to the addresses in the Order Form. Notices to Auxo must also be copied to hello@auxohealth.co.

17.3 Assignment

Neither Party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, acquisition, or sale of substantially all relevant assets, provided the assignee is not a direct competitor and assumes the obligations in writing.

17.4 Force majeure

Neither Party is liable for delay caused by events beyond its reasonable control, except payment obligations. The affected Party will promptly notify the other and use reasonable efforts to resume performance.

17.5 Relationship and construction

The Parties are independent contractors. The Agreement creates no partnership, agency, fiduciary relationship, or third-party beneficiary. Headings are for convenience. "Including" means "including without limitation." Electronic signatures and counterparts are valid. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. A waiver must be in writing.

17.6 Entire agreement

The Agreement is the complete agreement about its subject and supersedes prior or contemporaneous proposals and communications. A purchase order does not modify the Agreement. An amendment must be in writing signed by authorized representatives of both Parties.

18. Signatures