Master Service Terms

1. Terms of Service. The Agreement includes the Proposal, these Master Service Terms in the version expressly identified in the accepted Proposal, the applicable Schedules and the Acceptable Use Policy (AUP) supplied or linked with that Proposal, and any ancillary agreements accepted by both parties. CareServ will provide an electronic copy or a durable link to each incorporated version. No later website revision automatically replaces an accepted version. These documents govern the services, licenses and equipment identified in the Proposal (each, a “Service”).
2. Details of Service. Details of each Service ordered by Customer, including Customer’s requirements for each Service, are detailed in CareServ’s Proposal referencing these and in schedules applicable to each Service so ordered (each, a “Schedule”).
3. Effective Date of Orders. A Proposal becomes binding when signed by authorized representatives of both parties or when Customer submits a written request expressly accepting the identified Proposal and incorporated document versions and CareServ accepts it in writing, including electronically. Additional Services require an accepted Proposal or SOW identifying their scope, charges and applicable document versions. Acceptance of additional Services does not by itself change terms governing previously ordered Services.
4. Order of Priority. Mandatory law controls. The executed Business Associate Agreement (BAA) controls conflicts concerning PHI. Subject to those requirements, a written amendment signed by both parties that expressly identifies the provision it changes controls, followed by the Proposal, the applicable SOW or Schedule, these Master Service Terms, and the AUP. The safeguards in these Master Service Terms governing collection costs, lawful payment disputes, data access and return, confidentiality, and statutory rights prevail over inconsistent standard-form Schedule or AUP provisions. No document may waive a nonwaivable legal obligation.
5. Third-Party Service Providers. CareServ may use subcontractors to perform its Services and remains responsible for the contractual obligations it delegates to them, subject to the Agreement’s lawful limitations of liability. A provider contracting directly with Customer is an independent provider unless the Proposal states otherwise. Billing for such a provider does not alone establish a partnership or agency. CareServ will identify material third-party terms applicable to ordered Services before acceptance. Nothing in this provision limits CareServ’s duties under an executed BAA or applicable law.
6. The Internet. For purposes of the Agreement, the “Internet” shall mean the global computer communications network.
7. Server. For purposes of the Agreement: (i) in the case of a purchase of hardware or support services provided to Customer by CareServ, “Server” shall mean the hardware owned by CareServ; (ii) in the case of Internet Hosted Services, “Server” shall mean the equipment owned by CareServ and (iii) in the case of Colocation Services, “Server” shall mean the hardware owned by Customer and/or used by Customer’s end user.

1. Acceptance by CareServ. Subject to the terms of the Agreement, by its execution or written approval of the Proposal, CareServ agrees to provide and support the Services outlined in such Proposal.
2. Date of Service. For each Service ordered, the parties will agree upon a target date on which that Service is intended to be operational (the “RSD”). The parties agree and acknowledge that any such date is meant to be a goal only and is not a binding obligation of CareServ. The “Service Commencement Date” for each Service is the date on which CareServ notifies Customer (by writing or electronic transmission) that such Service is available for Customer’s use unless Customer notifies CareServ in writing within forty-eight (48) hours of its non-acceptance of such Service on the basis that agreed technical specifications for the applicable Service have not been met. If the Customer so notifies CareServ, CareServ will conduct further tests of the Service, and, if CareServ finds a defect, a new Service Commencement Date will be established as the date on which CareServ notifies the Customer (by writing or electronic transmission) that such Service is available for Customer’s use without such identified defect(s). If CareServ fails to find a defect in the Service during re-testing, the original Service Commencement Date will remain unchanged. Notwithstanding anything to the contrary herein or in any other part of the Agreement, any Customer use of a Service other than for testing purposes (even if following notice of non-acceptance) shall be deemed as acceptance of such Service.
3. Delay of Commencement of Service. If Customer or Customer’s third-party vendors or agents is/are solely responsible for any delay, including any delay caused by changes made to the Proposal by Customer, CareServ may charge Customer for any additional, actual costs incurred by CareServ due to such delay, and CareServ will amend the SOW date as necessary. In all other cases of delay, the Project Managers for the Service will modify the SOW.
4. Service Availability
   1. Subject to the terms and conditions of the Agreement, CareServ shall use its commercially reasonable efforts to provide its Hosted and Transit Services twenty-four (24) hours a day, seven (7) days a week throughout the term of the applicable Agreement and guarantees Service Availability greater than or equal to 99.9%. “Service Availability” shall mean the ability of the Customer and its end users to access a Site via the Internet. Subject to the terms of subsections (iii) and (iv), below, if Service Availability falls below 99.9% in any given month, then: (a) for every outage lasting for at least 30 minutes but less than 60 minutes, CareServ will provide Customer with one Service Credit; and (b) for every outage lasting for 60 minutes or more, CareServ will provide Customer with one Service Credit per 60 minute period of such outage. “Service Credit” means an amount equal to 1/30th of the applicable MRC (as defined in Section 8 below) concerning the affected Site for the month in which the Service Availability guarantee is breached. Service Availability
   2. Notwithstanding anything to the contrary in the Proposal or Schedule, the Service Availability guarantee shall not be deemed to be breached, and no remedy shall be available to Customer hereunder (a) if Customer has not paid any undisputed amounts due under the Agreement (the parties agreeing not to dispute any amounts owed unreasonably); or (b) to the extent any of the following causes such breach: (1) a failure of applications or software code owned or licensed by Customer or provided to CareServ by Customer; (2) a failure or delay by CareServ testing agent to report data relating to the service performance metrics set forth in the Proposal, including any failure or delay caused by false-positive data point readings; (3) a failure of any service or product other than the Services (including the failure of any other service or product provided to Customer by CareServ or any affiliate of CareServ, which failure shall be governed any service level warranty set forth in the terms or agreement applicable to such service or product); (4) force majeure events as defined under the Agreement; (5) any act or omission of Customer or any third party, including, without limitation, Customer’s agents, contractors or vendors, that causes CareServ to be unable to meet the Service Level guarantee, including, without limitation, failing to take any remedial action in relation to a Service as recommended by CareServ, or otherwise preventing CareServ from doing so; (6) Customer’s negligence or willful misconduct, which may include Customer’s failure to follow agreed- upon procedures; (7) any scheduled maintenance periods when Customer has been informed of such maintenance and any emergency maintenance; (8) Customer’s account, during the period in question, violating the AUP; or (9) Customer not opening a support ticket to report any specific service performance issue.
   3. The customer must submit claims for Service Credits no later than thirty (30) calendar days after the last day of the month in which the applicable failure of the Service Availability guarantee occurred. Each claim must include the following information: (a) Customer name; (b) Customer contact name and contact information; (c) date and beginning/end time of outage; (d) a report from a measurement tool stating the basis for the outage; and (e) the specific CareServ support ticket number opened in relation to the performance issue and brief description of the characteristics of the outage. The customer must submit the required information by written, electronic notice to billing@gocareserv.com. Approved credits will be applied to the Customer’s invoice within sixty (60) days of the Customer’s credit request submission.
   4. THE SERVICE AVAILABILITY GUARANTEE OUTLINED IN THIS SECTION SHALL APPLY ONLY TO THE SERVICES AND DOES NOT APPLY TO ANY OTHER SERVICE. THIS SECTION STATES THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY CARESERV TO PROVIDE THE SERVICES DESCRIBED HEREIN AND ANY BREACH BY CARESERV OF THE SERVICE AVAILABILITY GUARANTEE SET FORTH HEREIN. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY HEREIN OR ANYWHERE ELSE IN THE AGREEMENT, THE MAXIMUM AMOUNT OF SERVICE CREDITS CARESERV SHALL ISSUE TO CUSTOMERS FOR ANY HOSTED SERVICE IN ANY ONE MONTH SHALL BE THE MONTHLY RECURRING CHARGES UNDER THE PROPOSAL APPLICABLE TO THE SERVICES.
5. Technical Requirements for Services. Customer agrees to comply with the applicable hardware, software, and other professional and pre-setup requirements for Customer’s use of the Services as established by CareServ from time to time, and Customer agrees to use the Services and any CareServ Materials (as hereinafter defined) in accordance with CareServ’s then-current documentation (which may be in written or electronic form). Customers may not resell the Services. The customer acknowledges that the Customer’s use of the Services will require Internet access, which shall be provided to the Customer as part of the Services hereunder in consideration of the fees set forth on the Proposal.
6. Customer Support
   1. CareServ will provide Customers with technical assistance by email or other Internet-based communication concerning the access and use of the Services and the identification and reporting of problems and errors with the Services. CareServ will respond to Customer within a reasonable time from a request placed by Customer during CareServ’s regular operating hours, 8:30 a.m. to 5:30 p.m., Eastern Standard Time, Monday through Friday, holidays excepted, unless otherwise stated in the Proposal. Customer Support
   2. On the same terms, CareServ will provide “2nd Tier” support concerning access to the Site by the Customer’s end users via the Services. In this regard, the Customer shall be responsible for routine troubleshooting and intake of all issues and questions of end users related to the Site. The customer (or its designated service providers) shall then make commercially reasonable efforts to address and correct all issues or problems of its end users. If, after making such reasonable efforts, the Customer or its service provider cannot correct an error or problem related solely to the Services or CareServ Materials, the Customer shall notify CareServ, and CareServ shall assist the Customer or its service provider (not the end-user) in diagnosing and correcting such error or problem. In no event will CareServ be required to provide support or maintenance services directly to an end user of the Customer.

Support Scope. Service-specific support hours, coverage and response commitments in the accepted Proposal or applicable Schedule control over the general hours stated above. Eastern Time includes daylight saving time where observed. No additional recovery-time or recovery-point guarantee is created unless expressly accepted in writing.

1. CareServ reserves the right to modify its Network, system configuration, and routing configurations. CareServ may, in its sole discretion and without liability, change and/or modify the features and functionalities of a Service or modify or replace any hardware or software in the Network or in equipment used to deliver any Service over the Network, provided that such acts do not have a material adverse effect on the applicable Service. “Network” means the telecommunications network and undersea or terrestrial fiber optic systems owned, operated, or otherwise licensed for use by CareServ from time to time and offered to Customer from time to time by CareServ for the carriage of Customer’s traffic or other Services under the Agreement.
2. CareServ may, upon such notice as is reasonably practicable under the circumstances, perform scheduled or emergency maintenance (including temporary suspension of a Service) as necessary to maintain or modify the Network, the CareServ Equipment (defined below), and/or the Services. Service suspensions for scheduled or emergency Network modification or preventative maintenance shall not be counted as outage time unless explicitly stated otherwise in the Schedule applicable to the affected Service. “CareServ Equipment” means any hardware and software and any other tangible equipment and intangible computer code contained therein provided by CareServ for use by the Customer according to the Agreement.

Also, any other obligations of Customer under the Agreement, Customer shall:

1. Comply with all provisions of the Digital Millennium Copyright Act of 1998 (“DMCA”), as may be modified from time to time, and with CareServ’s DMCA policies and procedures.
2. Provide to CareServ, its agents, or suppliers reasonable access to the Customer Equipment (defined below), facilities, and locations as necessary to install, provide, and maintain the Services, Network, CareServ Equipment, and Customer Equipment, as applicable. “Customer Equipment” means any computer hardware, not including stored data, and other tangible equipment (including, without limitation, telecommunication equipment) owned or otherwise controlled by the Customer.
3. Provide network functionality and any other equipment and facilities required to support the Services’ configurations and to connect Customers to the Services.
4. Ensure that all of the Customer Equipment used in connection with the Services performs according to the applicable manufacturer’s published technical specifications and applicable interface specifications defined for the Services. CareServ may disconnect any Customer Equipment from the CareServ Equipment and/or the Network if, in CareServ’s reasonable opinion, such equipment poses a danger of personal injury or damage to CareServ’s employees, agents, subcontractors, or property or will materially impair any Service or the Network. Except as may be provided explicitly in the Proposal or a Schedule, CareServ shall have no obligation to install, maintain, or repair any Customer Equipment.
5. Participate as requested in any testing procedures and provide technical support services and a secure and safe environment to any of CareServ’s employees, agents, or subcontractors working on the Customer’s premises for installation, testing, or maintenance of the Services.
6. Obtain, as required by law or per the terms of the Agreement, any necessary permission or cooperation of a telecommunications network provider or other relevant people for the connection or maintenance of Customer Equipment.
7. Use the Services only per the terms of the Agreement.
8. Take reasonable steps to ensure that the Customer, its clients, and other third-party authorized end users do not interfere with or disrupt other users of the Services or the Network.
9. Obtain all required licenses and permits relating to the Customer’s use of the Services, the resale (requires the express written consent from CareServ) of the Services, or their use by the Customer’s clients or other third-party authorized end users.
10. Comply with any and all laws, directives, regulations, and conventions, and with any public policy-related laws, that may be applicable to the use of the Services by Customer, its clients, or any other third party authorized end users or relating to the provision of those Services by Customer to its clients or other third party authorized end users, including, without limitation, all laws and regulations regarding the use of the Services to distribute any unlawful or infringing material.

1. Customer is responsible for the legality of Customer Content and Customer’s use of the Services. CareServ may issue reasonable AUP updates needed to address unlawful conduct or material security threats, with written notice as soon as practicable. Other material AUP changes require at least thirty (30) days’ prior written notice and may not increase fees, expand indemnities, materially reduce purchased Services or modify liability allocations without mutual written agreement. Customer may terminate an affected Service before a materially adverse AUP change takes effect without an early termination fee if the parties cannot agree on a reasonable alternative. An AUP provision concerning monitoring or an expectation of privacy does not waive confidentiality, data protection or BAA obligations.

1. Grant of License by CareServ. Subject to the terms and conditions of the Agreement, CareServ shall grant to Customer a limited, nonexclusive, nontransferable, revocable license during the duration of the Agreement to use certain of CareServ’s materials (including, without limitation, software (in object code form only), development tools or utilities, data, documentation or information developed or provided by CareServ or its suppliers) that may be furnished to or used by Customer under the Agreement for use with any applicable Service (“CareServ Materials”) solely to support Customer’s use of each such Service ordered by Customer.
2. No Right to Use. Customers may not use the name, logo, trademarks, service marks, or other proprietary indicia of CareServ (the “Marks”) without CareServ’s prior, written approval, including, without limitation, using the Marks (or any of them) to identify CareServ as the supplier or source of the Services provided to Customer hereunder. The customer shall not publish or use any advertising, sales promotions, press releases, or other publicity that uses the Marks without CareServ’s prior, written consent.
3. CareServ shall not publish or use any advertising, sales promotions, press releases, or other publicity that uses Customer’s name, logo, trademarks, service marks or other proprietary indicia of Customer without Customer’s prior, written consent, except that CareServ may list Customer as a customer.
4. Ownership of CareServ Intellectual Property. CareServ and its suppliers expressly retain, and Customer hereby waives any claim that it may have had or has to, title and ownership in and to all worldwide intellectual property rights in and to the Services, the CareServ Materials, any documentation related to or provided with the CareServ Technology (defined below) and Network and any modifications, adaptations, derivative works, and enhancements made thereto. Except as expressly outlined in the Agreement, no express or implied license, moral rights, or other rights of any kind are granted to the Customer regarding the CareServ Materials, Services or the CareServ Technology. Customer shall not, without CareServ’s prior, written consent:
   1. reverse engineer, disassemble, decompile, recompile, update or modify the CareServ Materials, or any part thereof;
   2. create derivative works based on the CareServ Materials;
   3. reproduce or make copies of the CareServ Materials or any portion thereof;
   4. sublicense, provide access to, distribute or otherwise transfer the CareServ Materials to any other person or entity;
   5. remove any identification or notices of any proprietary or copyright restrictions from any CareServ Materials, related documentation or support or training material; or
   6. compile or use the CareServ Materials or any part thereof for the purpose of any activities that violate any laws or regulations, including, without limitation, any anti-spamming laws and regulations.
   7. In addition to the preceding, the Customer will comply with all terms and conditions packaged with or accompanying any third-party software furnished to the Customer under the Agreement. The customer agrees that CareServ may crawl or otherwise monitor the external interfaces of the CareServ Materials to verify the Customer’s compliance with the Agreement. Customers may not attempt to block or otherwise interfere with such crawling and monitoring. “CareServ” means CareServ’s proprietary technology, including the Services, the Software (in source and object forms), software tools, hardware designs, algorithms, user interface designs, architecture, class libraries, objects, and documentation (both printed and electronic), network designs, trade secrets, and any related intellectual property rights throughout the world (whether owned by CareServ or licensed to CareServ from a third party) and also including any derivatives, improvements, enhancements or extensions of CareServ Technology conceived, reduced to practice, or developed during the term of the Agreement by either party.

Deliverables and Background Materials. Unless a signed SOW expressly states otherwise, CareServ retains its pre-existing or independently developed tools, templates, scripts, methods and know-how. Ownership of specifically commissioned deliverables is determined by the accepted SOW. To the extent retained CareServ materials are embedded in a paid deliverable transferred to Customer, CareServ grants Customer a perpetual, nonexclusive license to use those embedded materials as necessary to use that deliverable for Customer’s internal business purposes, subject to identified third-party licenses. A generic Schedule assignment does not transfer separately identified background materials.

1. Except as otherwise expressly provided in the Agreement, as between the parties, the Customer shall be solely responsible for providing, updating, uploading, and maintaining the Site and any and all files, pages, data, works, information, or materials on, within, displayed, linked or transmitted to, from or through the Site or the Services, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, the content of any bulletin boards or chat forums, metatags, domain names (including those provided by Customer or registered on behalf of Customer in connection with the Services) and text, and further including all updates, upgrades, modifications and other versions of any of the foregoing, other than the CareServ Materials (the “Customer Content”). As between the parties, the Customer will manage, renew, create, delete, edit, and otherwise control the Customer Content. The customer agrees that it is the Customer’s sole responsibility to ensure that the information it and third parties (including, without limitation, the Customer’s end users) access through the Internet and the Customer’s use of the Services complies with all applicable laws and regulations and the AUP.
2. Customer grants to CareServ a non-exclusive, worldwide, and royalty-free license to copy, display, use and transmit on and via the Server and the Internet the Customer Content, solely for the benefit of the Customer and per CareServ’s performance or enforcement of the Agreement. The customer agrees that CareServ may transmit and disclose the Customer Content to third parties per the Customer’s directions.
3. As between CareServ and Customer, Customer retains title and ownership in and to all worldwide intellectual property rights in and to the Customer Content and any modifications, adaptations, derivative works, and enhancements made to it, but specifically excluding any of the Marks that may be included or embodied in the Customer Content.

1. By its execution or submission to CareServ of the Proposal, the Customer expressly agrees to pay CareServ for the Services set forth therein, during both the Initial Term listed in the Proposal and all Renewal Terms, without offset or deduction for any claims or otherwise.
2. Customers may commit to a minimum usage amount (“Committed Usage”) or a minimum monthly recurring charge (“MRC”), or both, for a Service for the Initial Term (the “Commit Period”). Such Committed Usage, MRC and Commit Period may be renewed, superseded or modified by the execution, by both parties, of a subsequent Proposal setting forth such amended terms.
3. CareServ invoices in advance once per month on the first (1st) day of each month for all Support Services, including Managed Services, Internet Hosted Services, Colocation Services, Transit Services, and Hardware as a Service (including WiFi as a Service and Cloud Services), provided to Customer under all proposals than in effect by and between CareServ and Customer. CareServ requires that Customers remit a deposit of fifty percent (50%) for all Project Work and Purchased Equipment due upon receipt of invoice at the time order is placed before items will be ordered by CareServ and remit the remaining payment upon completion or delivery, as applicable. CareServ requires that the Customer remit first and last month’s payments for all recurring charges, including Cloud Services, Hardware-as-a-Service, WiFi-as-a-Service, and Managed Services due upon receipt of invoice at the time order is placed before items will be ordered by CareServ and remit remaining payment upon completion or delivery, as applicable
4. After the Initial Invoice, CareServ invoices (i) monthly in advance for any MRC, and (ii) monthly in arrears for Usage Charges. The “Usage Charge” for a particular month shall be an amount (if positive) equal to (v) the sum of all of the Per Service Usage Charges (as defined hereafter) for all Services provided to the Customer under the Proposal during such month, less (w) the MRC invoiced under the Proposal for such month (if any). The “Per Service Usage Charge” for each Service shall mean the total fees incurred by the Customer with respect to such Service, including, without limitation, any professional services fees. CareServ reserves the right to invoice on a pro-rata basis for any part of a calendar month to allow either: (x) for subsequent invoices to be calculated and paid on a calendar monthly basis or (y) for the end of the Term to be on a date that is not the last day of the month. Unless CareServ terminates the Agreement or any Service outlined in the Proposal without cause or due to the termination of a third party license under which CareServ was then operating, all Customer prepays are NON- REFUNDABLE AND NOT SUBJECT TO EXCHANGE.
5. CareServ will charge the prices stated in the accepted Proposal, SOW or Schedule. Variable usage charges apply only according to the accepted rate schedule.
6. Customer shall pay the agreed charges and third-party costs approved in writing. CareServ may propose Renewal Term prices by written notice at least ninety (90) days before the current Term ends, so Customer can exercise its sixty-day nonrenewal right. A later price notice permits Customer to decline renewal within thirty (30) days after receipt, notwithstanding the ordinary nonrenewal deadline; existing rates apply during that decision period. Changes during a Term require mutual written agreement except taxes imposed directly on the transaction. A proposed change due to law or supplier costs does not take effect without that agreement. Rejection of a proposed change is not a breach.
7. CareServ allots Only to Customer solely, the data usage per device amounts outlined in the Proposal. To the extent that any of the Customer’s devices exceed the permitted usage allotment, the Customer shall pay to CareServ a Data Charge of $.03 per MB.
8. If Customer cancels an accepted order before delivery or performance, Customer shall pay for work actually performed and reasonable, documented, noncancelable third-party commitments incurred for that order, less refunds, avoided costs and amounts reasonably mitigated. Restocking charges are limited to actual, nonrefundable supplier charges disclosed in the Proposal. No duplicate cancellation or early termination charge is recoverable for the same loss.
9. Payment and Default. Unless the accepted Proposal specifies otherwise, invoices are due fifteen (15) days after their date. Overdue amounts lawfully due accrue simple interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, without interest on collection fees. Acceptance of a partial payment does not waive the unpaid lawful balance. Before suspending or terminating for nonpayment, CareServ will provide written notice identifying the unpaid amount and at least ten (10) days after receipt to cure, or any longer period required by law. Customer shall promptly describe any good-faith billing dispute in writing and pay undisputed amounts when due; CareServ will reasonably investigate and respond. A good-faith dispute or lawful card dispute alone is not a default, and CareServ will not assess collection fees or suspend the affected Services solely for the disputed portion while that dispute is being reasonably pursued. CareServ may request reasonable payment assurance for future Services. A returned or declined payment may be charged only the reasonable, documented third-party processing cost actually incurred, to the extent permitted by law. No recurring flat administrative or collection penalty applies. Suspension remains subject to the data-access, transition and BAA provisions below.
10. Collection Agency Fees and Enforcement Costs.

    If Customer fails to pay an amount lawfully due under this Agreement after expiration of applicable notice and cure periods, and CareServ refers that amount to an independent collection agency, Customer shall reimburse CareServ for the reasonable agency commission that CareServ actually incurs or becomes legally obligated to pay, subject to the following limits. The agency’s actual documented commission rate is generally 20%–50%; this range is not a minimum charge, and a lower actual rate must be passed through at that lower rate.

    The calculation base (the “Original Balance”) is the lawful unpaid principal for covered goods or services outstanding when first referred to the agency, after all payments and credits received before referral. It excludes interest, late charges, collection commissions, attorney fees, court costs and other enforcement charges. Errors, credits and amounts determined not to be owed must be removed. The base is not the amount eventually collected and cannot be increased by later charges or repeat referral of the same debt.

    Aggregate customer reimbursement for the same debt is limited to the lesser of: (i) the actual reasonable agency commission CareServ incurs or legally owes; (ii) the agency’s actual documented rate, capped at 50%, multiplied by the Original Balance; or (iii) the amount lawfully recoverable. Referral alone does not establish that a commission is owed. A later payment does not itself recalculate the referral-date base, but any resulting reduction, waiver, refund or credit of the agency commission reduces Customer’s reimbursement obligation. No fee-on-fee calculation, gross-up or duplicate recovery is permitted. CareServ will provide an itemized calculation on reasonable request and credit recoveries of the same expense from another source.

    This formula applies only where the parties expressly accept Master Service Terms Version 2026 (10.05.2026) in a Proposal or written amendment before the covered debt is incurred. No separate repetition of the formula in the Proposal is required. It does not apply retroactively to existing unpaid balances. A mutually accepted written amendment may expressly provide a lower rate or cap.

    Customer shall also pay reasonable attorney fees and court costs only to the extent recoverable under applicable law. All amounts, notices, cure periods and recovery procedures remain subject to mandatory law, including O.C.G.A. Section 13-1-11 when applicable. Agency commissions, collection costs and attorney fees may not be stacked to enlarge or circumvent any statutory limit. No provision authorizes withholding legally required access to protected health information or other conduct prohibited by law.

11. Security Interests. These Master Service Terms do not grant a blanket lien over Customer’s property. Any purchase-money or other security interest requires a separately accepted written agreement identifying the collateral and secured obligations and complying with applicable law. No lien extends to PHI or authorizes withholding Customer data. Repossession, disposition of equipment or recovery of its value must follow applicable notice and enforcement requirements; proceeds and recoveries must be credited to prevent duplicate recovery, and third-party ownership rights must be respected.
12. Card Payments and Disputes. Any credit-card surcharge must be disclosed before payment and shall not exceed the lowest applicable legal limit, card-network limit or CareServ’s actual permitted acceptance cost. No surcharge will be assessed on debit or prepaid cards. Customer will have a disclosed payment option without a card surcharge. A chargeback, reversal or good-faith dispute does not automatically trigger default or liquidated damages. CareServ may recover only the underlying amount ultimately established as lawfully due and reasonable, documented third-party processing costs recoverable by law, with all payments and reversals credited. Customer’s lawful unpaid obligations survive termination; no double recovery is permitted.
13. All fees charged by CareServ concerning the Services are exclusive of taxes, VAT, and similar fees now in force or enacted in the future imposed on the transaction, for all of which the Customer is responsible, except for taxes based on CareServ’s net income.

1. Term. Each Service begins on its agreed commencement date and continues for the Initial Term stated in the accepted Proposal. If the Proposal is silent, the Initial Term is thirty-six (36) months for Internet Hosted Services and twenty-four (24) months for other recurring Services. Unless the Proposal states otherwise, each Service renews for a period equal to its Initial Term unless either party gives written notice of nonrenewal at least sixty (60) days before the current Term ends. Renewal pricing is subject to the notice and rejection rights in Fees and Payment Terms. Renewal does not automatically incorporate a later website version.
2. Termination for Cause. Either party may terminate an affected Service for a material breach not cured within thirty (30) days after receipt of written notice describing the breach. The nonpayment cure period is the period in Fees and Payment Terms. A breach that is not reasonably curable may permit earlier termination upon written notice to the extent allowed by law. Any bankruptcy-related remedy is subject to applicable bankruptcy law. Temporary suspension necessary to stop unlawful activity or an imminent material security threat must be reasonably limited in scope and duration, with prompt notice when legally permitted. Suspension or termination never authorizes unlawful withholding of PHI.
3. Termination without Cause. Either party may terminate a Service on sixty (60) days’ written notice. If Customer terminates before the agreed Term ends without an uncured material breach by CareServ, the early termination provision below applies. CareServ may discontinue a Service that becomes unlawful or cannot reasonably continue because a necessary third-party agreement ends, after commercially reasonable efforts to obtain a substitute and as much advance notice as reasonably practicable. Customer owes no early termination charge when CareServ terminates without Customer’s uncured material breach or Customer properly terminates for CareServ’s uncured material breach.
4. Early Termination. Customer shall pay accrued charges for Services actually provided and reasonable, documented, noncancelable third-party commitments incurred specifically for the canceled Service. CareServ may recover additional direct damages caused by Customer’s breach only to the extent established and recoverable under applicable law, less avoided expenses, refunds, credits and amounts reasonably mitigated. The unpaid gross fees for the entire remaining Term are not automatically due as liquidated damages. No loss or expense may be recovered more than once. A separately negotiated termination arrangement must expressly identify its calculation and remain subject to applicable law.
5. Transition Services and Charges. The parties will cooperate on an orderly transition and identify authorized recipients, export formats and transition tasks promptly after notice of termination. Optional migration, conversion or consulting work beyond the required return of Customer data must be separately described and priced in a written transition SOW accepted by Customer. No automatic $2,500 offboarding fee applies under these Master Service Terms. CareServ shall not condition legally required access to or return of PHI on payment of any disputed or unpaid amount.
6. Effect of Termination. Ordinary operation of the terminated Service and its associated licenses will end on the effective termination date, subject to the transition, retention and BAA duties below. Each party shall return the other party’s equipment or arrange its authorized collection. Charges for Services provided through termination remain payable. CareServ will refund unused prepaid fees for Services it will not provide within forty-five (45) days, after crediting amounts lawfully due and without duplicate recovery.
7. Customer Data Access and Return. Customer may request export of Customer Content at any time before or within forty-five (45) days after termination. During that period CareServ will provide secure, reasonably usable export or limited retrieval access to Customer or its verified designee and reasonably cooperate with transfer. Lack of a request within ten days does not forfeit this right. An unpaid balance does not authorize withholding PHI or other data whose access or return is legally required. The BAA and applicable law control the method and timing of PHI access and return, including any earlier requirement.
8. Retention and Deletion. CareServ will give written notice of the planned deletion date at least fifteen (15) days in advance and will not delete Customer Content before the forty-five-day retention period expires or while a timely export request is being reasonably completed. A legal hold, mandatory retention duty or BAA requirement overrides that schedule. The parties may agree to additional retention services in writing. Once return is completed and applicable retention duties permit, CareServ will securely delete remaining active copies. Protected backup copies may persist until overwritten in the ordinary documented backup cycle, subject to continuing safeguards and restrictions on use. PHI return, destruction and infeasibility determinations are governed by the BAA. This provision does not excuse negligent or unlawful deletion.
9. Confidential Information and Survival. Each party will return or securely destroy the other’s Confidential Information when no longer needed for authorized performance, subject to the data-return provisions, lawful records retention and protected routine backups. Any retained information remains confidential. Termination of one Service does not itself terminate other Services. Accrued payment duties, confidentiality, data protection, lawful limitations of liability, dispute resolution and provisions intended by their nature to survive will survive.

1. Confidential Information means nonpublic information disclosed by or for a party that is marked confidential or that reasonably should be understood to be confidential from its nature or circumstances. It includes nonpublic Customer Content, Personal Data, PHI, credentials, security information, CareServ Materials and Technology, Customer Materials and Technology, and the parties’ nonpublic commercial terms. Customer Technology means Customer’s proprietary technology and intellectual property, excluding CareServ Technology. Public Customer Content is not confidential merely because CareServ hosts it.
2. Each receiving party shall use Confidential Information only to perform or enforce the Agreement or as otherwise permitted by law, and shall protect it with reasonable safeguards and at least the care used for its own similar information. Access is limited to personnel, professional advisers and approved subcontractors with a need to know and appropriate confidentiality duties. Nothing permits use of PHI for collection or another purpose prohibited by HIPAA or the BAA.
3. These duties do not apply to information the receiving party can demonstrate was lawfully known without restriction, became public without breach, was independently developed without use of Confidential Information, or was lawfully received from another source without a confidentiality duty. A legally compelled disclosure must be limited to what is required, with advance notice where legally permitted and reasonable cooperation with protective measures.
4. Personal Data may be processed only for authorized Service purposes, documented lawful Customer instructions or a legal requirement. Subprocessors, locations of processing and international transfers must comply with the Proposal, applicable data-protection agreement, BAA and law; these Terms do not provide blanket consent to unrestricted worldwide transfers. Customer is responsible for required lawful authority to provide the data, and CareServ remains responsible for its own processing obligations.
5. Confidentiality obligations survive termination for as long as the information remains confidential, and trade secrets remain protected while qualifying as trade secrets. A party may seek appropriate injunctive relief subject to applicable judicial standards and any required bond. Return, retention and destruction are governed by Term; Termination and the BAA.

1. Before CareServ creates, receives, maintains or transmits PHI as a business associate, the parties shall execute a BAA satisfying applicable HIPAA requirements. These Master Service Terms are not a substitute for that BAA. The executed BAA controls PHI-related conflicts and may impose more protective requirements.
2. CareServ will maintain reasonable and appropriate administrative, physical and technical safeguards required by applicable law and the BAA and will require applicable business-associate subcontractors to enter into the required written agreements. Use of a subcontractor does not eliminate CareServ’s own legal or contractual obligations.
3. CareServ will report security incidents, impermissible uses or disclosures and breaches to Customer as required by the BAA and applicable law, without unreasonable delay and within any shorter applicable contractual or statutory deadline. Applicable Georgia and Alabama duties, including service-provider notification requirements, are not extended by a longer HIPAA outside deadline. Initial notice will include information reasonably available; material updates will follow as the investigation proceeds. The parties will reasonably cooperate on investigation, mitigation and legally required notifications.
4. No payment, suspension, lien, termination, disclaimer or data-deletion provision authorizes CareServ to block lawful access to PHI, withhold its required return or disregard its confidentiality, integrity or availability obligations. PHI will be returned or destroyed on termination as the BAA and law require, with continuing protection and restricted use where return or destruction is infeasible.

1. Each party represents and warrants that:
   1. it has the legal right to accept and enter into the Agreement, and, in particular, the Proposal, any Schedule or SOW, and each ancillary agreement so effectuated, by and between the parties and to perform its obligations hereunder; and
   2. the performance of its duties hereunder will not violate any applicable U.S. laws or regulations or cause a breach of any agreements with any third parties.
2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN EACH SCHEDULE, THE SERVICES ARE PROVIDED EXCLUSIVELY ON AN “AS IS” BASIS, AND CARESERV, ITS AFFILIATES, VENDORS, AND SUPPLIERS DISCLAIM ANY AND ALL OTHER EXPRESS, IMPLIED, DIRECT, INDIRECT, AND STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. CARESERV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
3. Independent Third-Party Services. CareServ does not warrant services contracted directly between Customer and an independent provider except as expressly agreed. This exclusion does not excuse CareServ’s own conduct, its obligations for subcontracted Services or any nonwaivable duty, and is subject to the Third-Party Service Providers provision.
4. CareServ will implement reasonable and appropriate safeguards for Customer Content within the scope of the Services and as required by applicable law and any executed BAA. Backup, restoration, disaster recovery and service-level commitments must be identified in the applicable Proposal or Schedule, including covered systems, responsibilities and any agreed recovery objectives. CareServ remains bound by express purchased-service commitments. These obligations supplement, and do not replace, confidentiality and BAA duties. No provision promises absolute security or guarantees recovery beyond an express applicable commitment.
5. The customer represents and warrants that
   1. the performance of its obligations and use of the Services by Customer will not violate any applicable laws or the AUP;
   2. the Site and Customer Content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and
   3. Customer owns the Customer Content and all proprietary or intellectual property rights therein or has express written authorization from the owner to copy, use and display the Customer Content on and within the Site. The representations and warranties made by the Customer in this Section will be automatically reaffirmed each time it submits Customer Content to CareServ.
6. Customer further represents and warrants that, to the extent applicable to Customer, it will
   1. maintain a Designated Agent for takedown notices pursuant to the terms of the DMCA;
   2. take expeditious action to remove from the Site and the Services allegedly infringing material contained in the Customer Content and of which it actually becomes aware; and
   3. respond and act expeditiously to CareServ’s requests with respect to any network abuse, actual or potential violations of the AUP, and actions needed to be undertaken for the Customer’s or CareServ’s compliance with the DMCA, including, without limitation, promptly providing CareServ with any end user information requested by CareServ, to the extent known to or held by Customer.
   4. Without limitation of the preceding, Customer expressly grants CareServ the right to remove, without prior notice to Customer, any Customer Content that, in CareServ’s sole opinion, does not comply with the AUP or could otherwise subject CareServ to potential liability. CareServ will use reasonable efforts to notify the Customer following any removal of any Customer Content from the CareServ’s Service’s network.
7. The customer also represents and warrants that, if any virus or destructive element is found in or furnished with any Customer Content, the Customer will use best efforts, upon learning that such a situation exists, to eliminate the virus or destructive element immediately. The customer will notify CareServ as to the existence of any such virus or harmful component immediately upon discovery thereof, and CareServ will have the right to take any steps it deems necessary to eliminate the virus or destructive element and to be reimbursed by the Customer for its costs relating to any such commercially reasonable steps.
8. THE CUSTOMER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THE CUSTOMER’S SOLE REMEDIES FOR CARESERV’S BREACH OF ANY REPRESENTATION AND/OR WARRANTIES SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SECTION ARE
   1. TERMINATION OF THE AGREEMENT PURSUANT TO THE TERMS SET FORTH HEREIN, AND
   2. RETURN OF ALL UNUSED FEES AND DEPOSITS PAID TO CARESERV FOR ANY TERMINATED SERVICES.

1. Responsibilities for Security and Backup. The Proposal and applicable Schedule will identify each party’s responsibilities for security, backups and restoration. Customer remains responsible for systems and tasks outside the purchased scope. CareServ remains responsible for the security, backup and other obligations it expressly accepts and for its duties under law and any BAA. No general disclaimer eliminates an express purchased-service obligation or confidentiality duty.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARESERV, ITS AFFILIATES, VENDORS OR SUPPLIERS BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF DATA OR PROPERTY ARISING FROM ANY CLAIMS WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT TORT), OR OTHERWISE IN CONNECTION OR ARISING OUT OF ANY DEFECT OF OR FAILURE WITH THE DELIVERABLES, THE SERVICES OR THE AGREEMENT, EVEN IF CARESERV, ITS AFFILIATES, VENDORS AND/OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
3. IN NO EVENT WILL CARESERV, ITS AFFILIATES, VENDORS AND/OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY USERS UNDER THE AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE TOTAL FEES RECEIVED BY CARESERV UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
4. Neither party shall be liable for nor be responsible to the other for any delay or failure to perform under the Agreement if such delay or failure results from any act or cause beyond the reasonable control of the affected party. If either party is unable to perform under the Agreement because of the occurrence of an event of force majeure lasting more than thirty (30) days, then the other party may terminate the affected Service(s) upon written notice to the other party.

Mandatory Exceptions. All exclusions, exclusive remedies and liability limitations in the Agreement are subject to applicable law. They do not exclude or limit liability for fraud, willful misconduct, gross negligence to the extent not lawfully limitable, or any liability that applicable law prohibits limiting. They do not waive required PHI access, return, security or notification obligations or restrict governmental enforcement. Remedies for breach of confidentiality, data protection or an executed BAA are not limited solely to termination and refund by the Representations and Warranties section; any otherwise lawful aggregate cap remains applicable unless the BAA or a signed amendment expressly provides otherwise.

1. By Customer. Customer will indemnify, defend and hold CareServ, its affiliates, vendors and suppliers, and their respective owners, directors, officers, employees, agents, successors, and assigns (each a “CareServ Indemnitee”) harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) payable to a third party (collectively, “Losses”) resulting from any claim, suit, action, or proceeding (each, an “Action”) brought by any third party against a CareServ Indemnitee alleging
   1. copyright infringement or any manner of violation of any intellectual property or other proprietary rights of a third party, defamation, publication of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating, or harassing material, or violation of data protection legislation, based on
      1. the Customer Technology, the Customer Content and/or any other content or information transmitted by Customer or its clients or end users using the Service;
      2. the use or publication of any communications or information sent by Customer or its clients or end users using the Services; and
      3. Customer’s misuse of any Service; and
   2. negligence and/or willful misconduct of Customer.
2. By CareServ. CareServ will indemnify, defend and hold harmless Customer, its affiliates, and their respective owners, directors, officers, employees, agents, successors, and assigns (each a “Customer Indemnitee”) from and against any and all Losses resulting from any Action brought by any third party against a Customer Indemnitee arising from
   1. the infringement or misappropriation by CareServ of any intellectual property right relating to the Services or the CareServ Technology; or
   2. gross negligence or willful misconduct of CareServ; provided, however, that CareServ shall have no obligation under this Sub-Section 14(b) to the extent such Action is caused by
      1. Customer’s or a third party’s modification of a Service; (w) CareServ’s adherence to Customer’s instructions;
      2. infringing items of Customer’s or third party’s origin, design, or selection, including, without limitation, Customer Content;
      3. the operation, combination, or use of Service, without CareServ’s prior, written consent, with products or services provided by Customer or third parties; and/or
      4. Customer’s negligence, willful misconduct, or intentionally wrongful conduct. THIS SECTION STATES CARESERV’S ENTIRE LIABILITY AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
3. Procedures. Each party’s indemnification obligations hereunder shall be subject to
   1. (i) receiving prompt written notice of the existence of any Action (provided, however, that failure to satisfy this condition shall relieve a party of its indemnification obligations only to the extent the indemnifying party is actually prejudiced thereby);
   2. (ii) being able to, at its option and expense, control the defense of such Action (provided, however, that the indemnifying party shall not, without the prior, written consent of the indemnified party, settle any Action or otherwise consent to the entry of any order or judgment in any Action if such settlement, order or judgment admits any liability of the indemnified party or requires the indemnified party to take or to refrain from taking any action, other than the payment of damages);
   3. (iii) permitting the indemnified party to participate in the defense of any Action, at the indemnified party’s option and expense; and
   4. (iv) receiving full cooperation of the indemnified party in the defense thereof. If Customer notifies CareServ of any Action against Customer, CareServ’s indemnification obligations shall be further conditioned on CareServ having the option, in addition to other options;
      1. to permit any party obligated to indemnify CareServ in such circumstances to defend or settle, at such party’s own expense, such a claim or suit;
      2. to procure a license sufficient to continue offering the Services (including, without limitation, Customer’s use thereof); and/or
      3. to terminate the applicable Service (provided that in the event of terminating the applicable Service, CareServ shall continue to remain liable for its indemnification obligations).

1. Protection of Key Personnel. To the extent permitted by applicable law, during the Services and for one (1) year afterward, Customer shall not intentionally target for recruitment a CareServ employee who is uniquely essential to CareServ’s business, with whom Customer had direct and substantial contact through the Services, and whose solicitation implicates a legitimate protectable business interest. This restriction applies only to solicitation to perform substantially similar services for Customer; it does not restrict an employee’s own lawful mobility.
2. The restriction does not cover general advertisements not directed at CareServ personnel, unsolicited applications, recruitment through an agency not instructed to target protected CareServ personnel, persons whose employment CareServ terminated, or hiring to the extent a restriction would be unlawful. It creates no blanket no-hire obligation and does not cover all contractors or employees merely because they worked for CareServ.
3. CareServ may seek actual damages and appropriate equitable relief for an enforceable breach, subject to proof, mitigation, applicable judicial standards and required security. No automatic placement fee or waiver of judicial bond requirements applies. Any voluntary placement or release fee must be separately agreed in writing and comply with applicable law.

1. The Agreement constitutes the exclusive statement of all mutual understandings between the parties concerning the subject matter hereof, superseding all prior or contemporaneous proposals, communications, and understandings, oral or written.
2. The headings in these Master Service Terms are provided for convenience only and will not affect its construction or interpretation.
3. The parties and their respective personnel are and shall be independent contractors, and neither party under the Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
4. The Agreement may only be amended in writing by the mutual consent of the parties. No waiver of any provision hereof or any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing concerning, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy or future exercise thereof.
5. If any provision of the Agreement is determined to be invalid under any applicable law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
6. Neither the Agreement nor Customer’s obligations or rights hereunder may be transferred or assigned by Customer without CareServ’s prior, written consent. Any attempted assignment, transfer or other disposition by the Customer in violation of this Section will be null, void, and of no force and effect. CareServ may freely assign the Agreement without the Customer‘s consent.
7. Successors and Third Parties. The Agreement binds the parties and their permitted successors and assigns. Express indemnified persons and expressly identified third-party license beneficiaries may enforce only the protections specifically granted to them. No other third-party beneficiary is created. Such protections do not diminish CareServ’s own obligations.
8. Notices. Contractual notices must be in writing and sent to the notice address or designated email in the accepted Proposal, by personal delivery, tracked courier, certified mail or email with reliable evidence of receipt. Notices take effect on actual receipt, not merely dispatch; an automated delivery failure is not receipt. Each party shall keep its notice details current. Statutory demands and notices must use the form, delivery method and cure period required by applicable law, including O.C.G.A. Section 13-1-11 when applicable.
9. Governing Law and Venue. Georgia law governs the Agreement, subject to mandatory law that cannot lawfully be displaced, including applicable Alabama requirements. Actions must be brought in a Georgia state court of competent jurisdiction in Gwinnett County or the United States District Court for the Northern District of Georgia, subject to mandatory jurisdiction and venue requirements. Nothing waives a nonwaivable statutory right. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party shall comply with export laws applicable to its performance and use of the Services.
10. Any portion of the Agreement entered into by the parties may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The parties may sign all or any portion of the Agreement and deliver the same via facsimile or electronic transmission (with the originals to follow) or otherwise per this Section.