Terms of Use

A. Cureagent provides an artificial intelligence-based healthcare automation platform designed to optimize patient interactions, reduce administrative burden, and improve revenue cycle management.

B. Customer desires to access and use such platform, and Cureagent is willing to permit Customer to access and use its platform, subject to the terms and conditions of this Agreement.

1.1 In addition to terms defined in the body of the Agreement, the following terms, when used in this Agreement, will have the following meanings:

2.1 License. Subject to the terms and conditions of this Agreement, Cureagent hereby grants to Customer, during the applicable term, a non-exclusive, non-sub-licensable, non-transferable, revocable right and license to access and use the Cureagent Services solely for Customer's internal healthcare business purposes and in accordance with the Documentation.

2.2 AI Agent Services. Cureagent's AI agents are designed to automate various healthcare workflows including:

• Appointment scheduling and patient communication
• Insurance verification and eligibility checking
• Prior authorization management
• Claims processing and denial management
• Patient intake and registration
• Billing and revenue cycle optimization

2.3 Service Availability. Cureagent will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime and maintenance windows, which will be scheduled during off-peak hours when possible.

Customer shall:

• Be responsible for each User's compliance with this Agreement and use commercially reasonable efforts to prevent unauthorized access to or use of the Cureagent Services;
• Be responsible for the accuracy, quality and legality of Customer Data and Customer's use of Customer Data with the Cureagent Services;
• Be solely responsible for any license fees and related fees in connection with Customer's EHR system integration;
• Provide Cureagent with reasonable cooperation and assistance necessary for the provision of the Services;
• Maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data;
• Comply with all applicable laws, regulations, and professional standards in connection with Customer's use of the Services.

4.1 HIPAA Compliance. Cureagent maintains full HIPAA compliance and will enter into a Business Associate Agreement (BAA) with Customer as required by applicable healthcare privacy laws.

4.2 Data Security. Cureagent implements industry-standard security measures including:

• End-to-end AES-256 encryption
• Multi-factor authentication
• Regular security audits and penetration testing
• SOC 2 Type II compliance
• Zero data retention policies where applicable

4.3 Data Processing. Customer Data will be processed solely for the purpose of providing the Services and in accordance with Customer's instructions and applicable privacy laws.

5.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form in accordance with the payment terms set forth therein.

5.2 Payment Method. Unless otherwise agreed in writing, all fees are payable in advance on a monthly or annual basis as specified in the Order Form.

5.3 Late Payment. Any amounts not paid when due will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

6.1 Cureagent IP. Cureagent retains all right, title, and interest in and to the Cureagent Services, Software, Documentation, and any improvements, enhancements, or derivative works thereof.

6.2 Customer Data. Customer retains all right, title, and interest in and to Customer Data. Customer grants Cureagent a limited license to use Customer Data solely for the purpose of providing the Services.

6.3 Feedback. Any feedback, suggestions, or recommendations provided by Customer regarding the Services may be used by Cureagent without restriction.

7.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

7.2 Service Warranty. Cureagent warrants that the Services will perform substantially in accordance with the Documentation during the applicable term.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND CUREAGENT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.1 Limitation. IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO CUREAGENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

8.2 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.1 Term. This Agreement commences on the Effective Date and continues for the term specified in the applicable Order Form.

9.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

9.3 Effect of Termination. Upon termination, Customer's right to access and use the Services will cease immediately, and Cureagent will return or destroy Customer Data in accordance with applicable law and the parties' data retention policies.

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles.

10.2 Entire Agreement. This Agreement, together with any applicable Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

10.3 Amendment. This Agreement may only be amended by a written instrument signed by both parties.

10.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.5 Notice. All notices under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail, or sent by reputable overnight courier.