1. Introduction

The following terms ( the “Terms” or the “Agreement”) constitute an agreement between you (“Customer”, “you,” or “your”) and BettrAi, LLC and its affiliates (“we”, “us”, or “BettrAi”) and govern your access to and use of our platform, products, software applications, and related services (collectively, the “Services”).

BY INDICATING YOUR ACCEPTANCE OF THESE TERMS OR ACCESSING OR USING ANY BETTRAI OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY BETTRAI OFFERINGS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

2.1. “Acceptable Use Policy” means the terms and conditions set forth on Appendix 1.
2.2. “Authorized Users” means the employees, contractors, or agents permitted to access the Services.
2.3. “Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Services.
2.4. “Fees” means all amounts payable for use of the Services.
2.5. “Order Form” means an ordering document or form, for the provision of the Services.
2.6. “Privacy and Security Policy” means the policy set forth at https://bettrai.com/privacy-policy-3/.
2.7. “Protected Health Information” or “PHI” shall have the meaning set forth at 45 C.F.R. §160.103.
2.8. “Subscription Term” means the subscription period for Customer’s use of the Services as stated in the Order Form.

3. Use of Services, License, and Restrictions

3.1. Use of Services. We will make the Services available to you in accordance with these Terms and the terms of your executed Order Form. We will thereafter continue to make the Services available to you until either, as applicable: (i) the expiration or non-renewal of the Subscription Term in the applicable Order Form, or (ii) the termination of these Terms in accordance with Section 10. Customer shall be responsible for each Authorized User’s compliance with these Terms, and acts or omissions by any Authorized User shall be deemed acts by Customer.

3.2. License. Subject to these Terms and an applicable Order Form, BettrAi grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable right for Authorized Users to access and use the Services during the Subscription Term for Customer’s internal business purposes.

3.3. Restrictions. Customer will not (and will not permit others to): (a) reverse engineer, decompile, or seek to extract source code or underlying models; (b) access the Services to build a competing product or service; (c) benchmark, publish performance tests, or train models using the Services outputs except with BettrAi’s prior written consent; (d) remove or alter proprietary notices; or (e) use the Services in violation of the Acceptable Use Policy or applicable law. Customer will ensure its Authorized Users and contractors comply with these terms, including the Acceptable Use Policy, and BettrAi may suspend or disable access for material or repeated violations.

4. Ownership; Feedback; Usage Data and Aggregated Data

4.1. Ownership. BettrAi and its licensors own all right, title, and interest in and to the Services and all related technology, software, models, algorithms, documentation, templates, and know‑how, including any enhancements and derivatives. No rights are granted except as expressly set forth herein.

4.2. Feedback. If Customer provides suggestions, ideas, or feedback regarding the Services (“Feedback”), Customer grants BettrAi a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation or compensation. Such Feedback shall not include any of Customer’s Confidential Information.

4.3. Usage Data & Aggregates. BettrAi may collect and analyze your use of the Services (e.g., telemetry, logs, feature usage, performance, and metadata excluding Customer Data) to operate, secure, and improve the Services, and may use and disclose aggregated and de‑identified data that does not identify Customer or any individual. To the extent our use of Customer Data involves PHI, such aggregation and de-identification shall comply with the terms of the parties’ Business Associate Agreement. In the event of a conflict between the terms herein and the Business Associate, the terms of the Business Associate Agreement shall govern.

4.4. Customer Data. As between the parties, Customer retains all rights in Customer Data. Customer grants BettrAi a limited right to process Customer Data to provide and support the Services and as otherwise permitted in these Terms. BettrAi will not use Customer Data to train foundation or generalized models, nor will we sell, license or otherwise monetize Customer Data.

5. Privacy and Security

We will process Customer Data, and protect such data, in accordance with our Privacy and Security Policy, and in accordance with applicable data protection laws.

6. Compliance with Laws

6.1. Compliance. Customer’s use of the Services shall comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to BettrAi under these Terms and that the processing of Customer Data by BettrAi in accordance with these Terms will not violate any laws or the rights of any third party.

6.2. HIPAA. To the extent Customer is a “covered entity” or “business associate” (as such terms are defined under 45 C.F.R. §160.103) and BettrAi creates, receives, maintains, or transmits PHI for or on behalf of Customer, the parties shall execute a business associate agreement (“Business Associate Agreement”) which is hereby incorporated by reference and governs BettrAi’s creation, receipt, maintenance, use, and disclosure of PHI. In the event of a conflict between these Terms and the Business Associate Agreement with respect to PHI, the Business Associate Agreement controls. If no separate Business Associate Agreement is executed, Customer will not submit PHI via the Services, and BettrAi has no obligations with respect to PHI under these Terms.

7. No Medical Advice; Customer Responsibility of Healthcare Providers and Revenue Cycle Management

7.1. Technology Only; Clinical Judgment. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE A TECHNOLOGY PLATFORM AND DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ANY CLINICAL CONTENT, RECOMMENDATIONS, OR OUTPUTS GENERATED THROUGH THE SERVICES ARE ADVISORY ONLY AND ARE NOT A SUBSTITUTE FOR THE INDEPENDENT CLINICAL JUDGMENT OF LICENSED HEALTHCARE PROFESSIONALS. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR PATIENT CARE, TREATMENT DECISIONS, AND OUTCOMES. BETTRAI DISCLAIMS RESPONSIBILITY FOR HARM ARISING FROM USER ERROR, MISUSE, OR MISAPPLICATION OF THE SERVICES. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICES ARE NOT MEDICAL DEVICES AND ARE NOT INTENDED TO DIAGNOSE, CURE, MITIGATE, TREAT, OR PREVENT DISEASE. THE SERVICES ARE NOT DESIGNED FOR LIFE-SUPPORT OR OTHER HIGH-RISK USES WHERE FAILURE COULD RESULT IN DEATH OR SERIOUS INJURY. CUSTOMER WILL NOT USE THE SERVICES FOR SUCH PURPOSES AND WILL IMPLEMENT APPROPRIATE CLINICAL OVERSIGHT, ESCALATION PATHWAYS, AND ALTERNATIVE COMMUNICATION MEANS.

7.2. Generative AI Features. The Services may include or interface with generative artificial intelligence functionality, including chatbots (“Generative AI Features”). Outputs generated by Generative AI Features are machine-generated, may contain errors or inaccuracies, and are provided for informational purposes. CUSTOMER SHALL NOT RELY ON GENERATIVE AI FEATURES FOR DIAGNOSIS, TREATMENT DECISIONS, OR OTHER CLINICAL DECISION-MAKING AND WILL ENSURE APPROPRIATE HUMAN CLINICAL OVERSIGHT AT ALL TIMES.

7.3. Provider Responsibility. To the extent any Authorized Users are healthcare providers (including physicians, non physician practitioners, nurses, care coordinators, and contractors under Customer’s direction), Customer will ensure such Authorized Users:

• a. determine the accuracy, completeness, and clinical appropriateness of any care plans, orders, documentation, messages, or recommendations created, received, or acted upon through the Services;
• b. use the Services only within their licensure, credentialing, and scope of practice and in compliance with applicable federal, state, and payer rules (including, as applicable, telehealth, supervision, consent, privacy/security, and medical record requirements);
• c. obtain, document, and maintain legally sufficient patient notices and consents (including for care management programs, remote monitoring, automated messaging, and any telecommunication outreach), and honor patient preferences and opt outs;
• d. oversee patient adherence and responses to care plans, including establishing clinical escalation paths and follow up intervals appropriate to patient acuity; and
• e. maintain complete and accurate documentation in Customer’s system of record; the Services are not intended to replace Customer’s medical record.

7.4. Coding, Billing, and Reimbursement. Customer is solely responsible for medical necessity determinations, coding, billing, documentation, and claims submission to payers (including use of CPT®/HCPCS codes). BettrAi does not warrant payer reimbursement or compliance with payer specific rules. Customer will not rely on the Services as a substitute for professional coding, claims submission, or other decisions related to the Customer’s revenue cycle management.

7.5. Emergency and High Risk Uses. The Services are not designed for time critical monitoring or emergency response, life support, or other high risk uses where failure could result in death or serious bodily injury. Customer will maintain alternative means to contact patients and emergency services and will not route emergency communications through the Services.

7.6. Device Data and Integrations. Where the Services display or ingest data from medical devices or third party systems, Customer is responsible for verifying device suitability, ordering, configuration, and maintenance, and for validating clinical relevance of any ingested data before acting on it. Third party services and devices remain subject to their own terms, and BettrAi is not responsible for their acts or omissions.

7.7. Messaging and Outreach. Customer will ensure that all clinical and administrative outreach to patients using the Services (e.g., SMS, mobile application) complies with applicable law (including consent, content, and opt out requirements) and with Customer’s policies and clinical protocols.

7.8. User Management; Training. Customer will provision, train, supervise, and promptly deprovision Authorized Users, implement reasonable access controls, and ensure Authorized Users comply with the Acceptable Use Policy (Appendix 1) and these Terms. Customer is responsible for all actions taken under its accounts.

7.9. Flow Down; Enforcement. Customer will flow down obligations reasonably necessary to ensure compliance with this section (including the AUP) to Authorized Users and contractors under Customer’s control. BettrAi may suspend access consistent with the terms herein for material or repeated violations.

8. Payment & Fees

Customer agrees to pay all applicable fees as outlined in the relevant Order Form. Fees are billed monthly in advance and are non-refundable except as required by law. Payments are due within 30 days of invoice. Late payments may incur interest (e.g. 1.5% per month or as permitted by law). We may modify our fees upon renewal of any Subscription Term by providing written notice at least thirty (30) days prior to the commencement of the applicable renewal term. Unless otherwise expressly stated in an Order Form, our fees may also be adjusted during a Subscription Term to reflect (a) changes in Customer’s usage exceeding contracted volumes, (b) additions of products, features, or users, or (c) changes in applicable law, regulation, or third-party costs impacting the Services. Continued use of the Services after the effective date constitutes acceptance of the revised fees. All fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder.

9. Suspension

BettrAi may suspend the Services, in whole or in part, immediately upon notice to Customer: (a) for non‑payment of undisputed amounts that are more than fifteen (15) days past due; (b) to address a security incident, data breach, material vulnerability, or other risk to the Services, BettrAi’s infrastructure, or third parties; (c) for repeated or material violations of the Acceptable Use Policy; or (d) where BettrAi is legally required to do so. Suspension will be as narrow as reasonably practicable and will not relieve Customer of its payment obligations.

10. Termination

10.1. Termination for Material Breach. If either Party materially breaches this Agreement or the terms of an Order Form, the other Party will provide notice and an opportunity to cure. If uncured within thirty (30) days, the non-breaching Party may terminate the Agreement. BettrAi may also terminate this Agreement, upon written warning, if Customer violates the Acceptable Use Policy more than once, even if prior violations are cured. Failure to pay undisputed amounts for over sixty (60) days shall be considered a material breach. Upon expiration or termination of this Agreement, you shall cease using the Services and related materials immediately.

10.2. Early Termination; Liquidated Damages. If (a) Customer terminates any Order Form for convenience before the end of its then-current Subscription Term, or (b) BettrAi terminates any Order Form for Customer’s uncured material breach, then, as BettrAi’s reasonable liquidated damages and not a penalty, Customer will pay an early termination fee equal to: (i) any unpaid non-recurring fees incurred through the effective date of termination; plus (ii) one hundred percent (100%) of the recurring fees that would have become due for the remainder of the committed Subscription Term under the terminated Order Form, discounted to present value at six percent (6%) per annum, less BettrAi’s reasonably avoidable, direct third-party pass-through and variable costs not incurred as a result of such early termination and less any service credits previously issued for the same period. The parties agree that, at the time of contracting, actual damages from early termination would be difficult to ascertain and that the foregoing amount is a reasonable estimate of anticipated harm, including lost expectations, resource allocations, and foregone capacity. The early termination fee is due within thirty (30) days of BettrAi’s invoice. This Section does not apply to termination by Customer for BettrAi’s uncured material breach, nor to BettrAi’s termination for convenience, and is without prejudice to either party’s rights and remedies for breaches accruing before termination.

10.3. Handling of Customer Data Upon Termination/Expiration. Following expiration or termination of this Agreement, we may immediately deactivate the applicable Customer and its Authorized Users on the BettrAi Platform. We will make Customer Data available for export for thirty (30) days following termination, after which time we may delete such data in accordance with our data retention policies. If the Customer Data contains PHI, such Customer Data will be returned or destroyed in accordance with the terms of the Business Associate Agreement. Customer further agrees that BettrAi shall not be liable to Customer or any Authorized User nor to any third-party for any termination of Customer or Authorized User access to the BettrAi Platform or the Services, or deletion of Customer Data, provided that BettrAi is in compliance with the terms of this Section and the Business Associate Agreement.

11. Confidentiality

Each party (the “Receiving Party”) may access Confidential Information of the other (the “Disclosing Party”) in connection with these Terms. “Confidential Information” means non-public information identified as confidential or that reasonably should be understood as confidential, including business, technical, pricing, roadmap, security, and Customer Data, but excluding information the Receiving Party can demonstrate: (a) is or becomes public through no breach; (b) was known without restriction before disclosure; (c) was independently developed without use of the Disclosing Party’s information; or (d) was rightfully received from a third party without restriction. The Receiving Party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to its and its affiliates’ employees, contractors, advisors, and prospective investors/lenders who need to know and are bound by obligations no less protective than this Section. The Receiving Party may disclose Confidential Information to the extent required by law or order, if (legally permitted) it provides prompt notice and reasonable cooperation to seek protective treatment. Upon written request, the Receiving Party will return or delete Confidential Information, except for routine backup/archival copies retained in the ordinary course, which remain subject to this Section until deleted. Each party acknowledges unauthorized use or disclosure may cause irreparable harm and the Disclosing Party may seek injunctive relief in addition to other remedies. Trade secrets will be protected for so long as they remain trade secrets, and to the extent any Confidential Information is “Protected Health Information” (PHI), the Business Associate Agreement governs and controls in case of conflict.

12. Indemnification

12.1. Customer Indemnity. Customer will defend BettrAi and its affiliates, and their respective officers, directors, employees, and agents (collectively, “BettrAi Indemnitees”) from and against any third‑party claim, demand, suit, regulatory inquiry, governmental action, or proceeding, and all related liabilities, damages, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (1) Customer Data (including PHI) and the manner Customer acquires, submits, uses, stores, or discloses it; (2) alleged violations of law by Customer or its Users (including healthcare, privacy, security, telehealth, and billing/claims rules); (3) coding, documentation, billing or reimbursement activities by Customer (including False Claims Act, Anti‑Kickback Statute, state analogs, payer policies, and use of CPT® codes); (4) use of the Services in combination with non‑BettrAi products, data feeds, or configurations not provided or authorized by BettrAi; or (5) Customer’s breach of these Terms, the Acceptable Use Policy, or third‑party terms applicable to integrations enabled by Customer.

12.2. BettrAi IP Indemnity. BettrAi will defend Customer against third‑party claims alleging that the unmodified Services, as provided by BettrAi, infringes a U.S. patent, copyright, or misappropriates a trade secret. If such a claim occurs, BettrAi may, at its option and as Customer’s exclusive remedy: (1) procure the right for Customer to continue using the Services; (2) modify or replace the Services to make it non‑infringing without materially reducing functionality; or (3) terminate the affected subscriptions and refund any prepaid, unused fees for the terminated period.

12.3. Exclusions. BettrAi has no obligation to the extent the claim arises from: (1) Customer Data; (2) specifications, designs, or instructions provided by Customer; (3) combinations with items not provided by BettrAi; (4) use after BettrAi notifies Customer to stop due to an alleged infringement; (5) non‑current versions where the claim would have been avoided by use of a current version provided by BettrAi; or (6) third‑party services, content, or open‑source components made available under separate terms.

12.4. Procedures. The indemnified party must promptly notify the indemnifying party in writing, tender sole control of the defense and settlement (except that no settlement may impose non‑monetary obligations on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party’s expense.

12.5. Cap and Carve‑Outs. BettrAi’s indemnification obligations under are subject to the limitation of liability set forth herein.

13. Disclaimers

WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICE, INCLUDING THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT INFORMATION YOU OBTAIN THROUGH THE SERVICE IS ACCURATE OR COMPLETE. THE SERVICE AND ALL CONTENT, INFORMATION (INCLUDING, WITHOUT LIMITATION, USER PROFILE INFORMATION), TOOLS AND FEATURES MADE AVAILABLE THROUGH THE SERVICE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

14. Limitation of Liability

IN NO EVENT SHALL BETTRAI AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY SUCH LIABILITY. IN NO EVENT SHALL BETTRAI AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION. THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO ALL CLAIMS OF LIABILITY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, EVEN IF BETTRAI OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK REFLECTED IN THESE TERMS IS AN ESSENTIAL ELEMENT OF OUR AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BETTRAI DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO THE ACCURACY, COMPLETENESS, OR CLINICAL SUITABILITY OF ANY OUTPUTS GENERATED BY ARTIFICIAL INTELLIGENCE FEATURES, AND ANY USE OF SUCH FEATURES IS AT CUSTOMER’S SOLE RISK. WITHOUT LIMITING THE FOREGOING, ANY CLAIM ARISING FROM OR RELATING TO OUR ARTIFICIAL INTELLIGENCE FEATURES SHALL BE SUBJECT TO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 14.

15. Subcontractors; Third-Party Tools & Services

15.1. Subcontractors. BettrAi may use subcontractors to provide the Services and remains responsible for their performance. Upon request, BettrAi will provide a list of material subcontractors.

15.2. Third Party Tools & Services. The Services may enable or rely upon third party software, services, content, data feeds, devices, and integrations (collectively, “Third Party Services”), including without limitation EHR integrations, analytics, and messaging/SMS gateways. Third Party Services are provided by the applicable third party and remain subject to their own terms and policies (“Third Party Terms”). To the extent Customer elects to enable, access, or use any Third Party Services through or with the Services, Customer agrees to comply with all applicable Third Party Terms and is solely responsible for obtaining and maintaining any required consents, authorizations, and accounts. BettrAi does not control and is not responsible for Third Party Services or the acts, omissions, or compliance of third party providers; Customer’s sole and exclusive rights and remedies with respect to Third Party Services are against the applicable third party, and any warranties, service levels, or other commitments made by a third party are provided solely by that third party and are hereby passed through to Customer to the maximum extent permitted. If required by the Third Party Terms, those terms will govern Customer’s use of the relevant Third Party Service to the extent of any conflict with these Terms, but only for that specific Third Party Service; otherwise, these Terms control. BettrAi may modify, suspend, or discontinue integrations with any Third Party Service if the Third Party Terms or the third party’s availability, pricing, or functionality changes, or if BettrAi determines in its discretion that continued integration poses security, legal, or operational risk. Customer remains responsible for any transfer of Customer Data to Third Party Services it enables, including compliance with applicable law and the Acceptable Use Policy.

16. Non-Solicitation

During the Subscription Term and for two (2) years thereafter, Customer shall not, and shall not assist any third party to, directly or indirectly recruit or solicit for employment or engagement any individual employed or contracted by BettrAi who was involved in the provision of Services under this Agreement within the prior twelve (12) months. Violation of this section entitles BettrAi to liquidated damages equal to the prior twelve (12) months’ compensation paid to the applicable individual.

17. Governing Law

These Terms and the Services, as well as all related disputes, are governed by the laws of the State of Texas, without giving effect to its conflict of law provisions, regardless of from where you access the Services. You agree that the exclusive place of jurisdiction for all disputes or claims relating to the Services and/or these Terms is Tarrant County, Texas, or the United States District Court for the Northern District of Texas, except as otherwise agreed by the parties or as described in the Arbitration Agreement, below.

18. Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT (THE “ARBITRATION AGREEMENT”), WHICH MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. THIS ARBITRATION AGREEMENT CONTAINS PROCEDURES FOR FINAL AND BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION (COLLECTIVELY, “CLASS ACTION”) IN ARBITRATION OR LITIGATION.

Any dispute, claim, or controversy arising out of or relating to this Services Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services provided by us, shall be resolved exclusively by final and binding arbitration administered by JAMS (https://www.jamsadr.com/), pursuant to its Comprehensive Arbitration Rules and Procedures, and conducted by a single arbitrator. The arbitration will be conducted in Tarrant County, Texas, unless both parties agree to a different location. Filing fees, administration costs, and arbitrator fees shall be determined in accordance with JAMS allocation method unless reallocated by the arbitrator. The arbitration shall be commenced within a reasonable period after the demand is made, but in no event later than one year after the claim or dispute arose, unless otherwise agreed in writing by the parties. The arbitrator shall be selected by mutual agreement of the parties from the JAMS panel of neutrals, or, if the parties cannot agree, JAMS shall appoint the arbitrator. The arbitrator shall have the authority to grant any remedy or relief that would have been available in a court of competent jurisdiction under applicable law, and the arbitrator’s decision shall be final and binding. Either party may bring an individual action in small claims court for disputes within its jurisdiction or seek injunctive relief in any court of competent jurisdiction to protect confidential information or intellectual property rights. The parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action. This Arbitration Clause shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws principles, except as preempted by applicable federal law.

19. Changes to Terms

We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days’ prior notice by email to Customer contact on file or by posting a notice within the Services. Changes will not materially reduce the core functionality of the Services purchased under a then‑current Order Form during the remainder of the Subscription Term. If Customer does not deliver a timely objection under this Section, and does not elect non renewal, then by allowing the Order Form to renew (including via automatic renewal) and/or by continued use of the Services after the renewal date, Customer accepts the updated Terms for the renewed term. If Customer objects to a material change that materially and adversely affects Customer, Customer must notify BettrAi in writing within ten (10) days after notice; if the parties cannot resolve the objection in good faith, Customer may terminate the affected Order Form effective on the change effective date and receive a pro‑rata refund of any prepaid, unused fees for the terminated portion of the Subscription Term.

20. General Legal Provisions

20.1. Entire Agreement. These Terms, along with executed Order Forms and our Privacy and Security Policy, constitute the entire agreement between the parties.

20.2. Order of Precedence. If there is a conflict between these Terms and a signed agreement between Customer and BettrAi, such as an Order Form, the terms of the signed agreement will control. These Terms apply only to the extent they do not conflict with any such written agreement.

20.3. Independent Contractor. Nothing in these Terms creates an agency, partnership, or joint venture.

20.4. Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. BettrAi may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.5. Waiver. Failure to enforce any provision of these Terms will not constitute a waiver of that provision. No waiver of rights by either party shall constitute a subsequent waiver of any right under these Terms and all waivers must be in writing by the party to be charged.

20.6. Severability. If any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions of these Terms remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.

20.7. Force Majeure. BettrAi will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond our reasonable control.

20.8. Survival. Upon termination, all provisions of these Terms, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

20.9. Contact. For questions or concerns, please contact us at support@bettrai.com.

Appendix 1

Acceptable Use Policy (AUP)

This Acceptable Use Policy forms part of the Terms and governs all access to and use of the Services by Customer and its Authorized Users. Capitalized terms have the meanings in the Terms. BettrAi may update this AUP with notice provided in accordance with the Terms.

1. Lawful Use and Consents.

• Use the Services only for lawful purposes and in accordance with the Terms and all applicable laws and regulations (including healthcare, privacy, data protection, messaging, and telehealth rules).
• Obtain and maintain all consents, authorizations, and notices required to collect, upload, use, store, and disclose Customer Data (including patient communications).
• Do not submit Protected Health Information (PHI) unless a Business Associate Agreement (BAA) is in effect.

2. Security and Account Integrity.

• 2.1. Protect credentials; do not share logins except for permitted role based access; implement reasonable access controls. based access; implement reasonable access controls.
• Do not test or probe the security or availability of the Services (including penetration tests, load tests, or stress tests) without BettrAi’s prior written authorization.
• Do not upload malware, malicious code, or content designed to gain unauthorized access or disrupt systems.

3. Prohibited Content and Conduct.

• Do not use the Services to store, publish, or transmit content that is illegal, infringing, deceptive, defamatory, harassing, obscene, or otherwise unlawful.
• Do not violate third party rights (including intellectual property, publicity, or privacy rights), or misrepresent identity or affiliation.
• Do not send unsolicited or unlawful communications (including spam or communications that violate TCPA, CAN SPAM, or analogous state laws).

4. Healthcare Specific Restrictions.

• Do not rely on the Services as a substitute for professional medical judgment; ensure that licensed providers review and approve clinical content and decisions.
• Do not use the Services for real time monitoring where failure or delay could result in death, personal injury, or severe harm (e.g., emergency response, life support).
• Customer is responsible for coding, documentation, and billing compliance; the Services do not guarantee payer reimbursement.

5. Platform Integrity; Fair Use.

• Do not access the Services to create a competing product or service, or to benchmark or publish performance tests without BettrAi’s prior written consent.
• Do not scrape, harvest, or systematically extract data except through documented APIs and within documented rate limits.
• Do not circumvent technical controls or usage limits, or permit unauthorized third parties to access the Services.

6. Data and AI Use.

• Do not use outputs from the Services to train external foundation or generalized models, or to attempt to extract underlying model parameters or prompts.
• BettrAi will not use Customer Data to train foundation or generalized models.
• If Customer enables third party integrations, Customer remains responsible for any transfer of Customer Data to such services and for compliance with their terms.

7. Messaging; Patient Communications.

• Obtain and record any consents required for SMS, email, or automated outreach; include required opt out mechanisms and honor opt out requests.
• Do not use messaging features to market products or services where prohibited, or to offer inducements in violation of federal or state law (e.g., AKS, beneficiary inducement CMP).

8. Investigations; Enforcement.

• BettrAi may monitor usage for compliance and may remove or disable access to content that BettrAi reasonably believes violates this AUP or the law.
• BettrAi may suspend the Services as described in the Terms; suspensions will be as narrow as reasonably practicable.
• Customer will promptly cooperate with BettrAi’s reasonable requests for information to investigate suspected violations.

9. Reporting.

• To report violations, security issues, or abuse, contact support@bettrai.com. BettrAi may report unlawful content or conduct to authorities where appropriate.