Effective May 1, 2022

TERMS OF AGREEMENT – Effective For All Service Agreements Entered After May 1, 2022. These Terms of Agreement (the “Terms of Agreement” or “TOA”) establish the terms under which Health Magnet, LLC (“Magnet”) will provide Services to Customer as set forth on the Service Agreement between Customer and Magnet or under any additional Statement of Work (“SOW” — SOWs are included in the Definition of Service Agreement).

All capitalized terms will have the meaning set forth in EXHIBIT B, Section 1 of these Terms of Agreement or, if not defined herein, in the Service Agreement. In the event of a conflict between the Service Agreement and these Terms of Agreement, the Service Agreement or the later executed SOW will govern. In the event of a conflict between these Terms of Agreement, and the Terms of Use or the Privacy Policy, these Terms of Agreement will control.

IMPORTANT NOTICE: Magnet is not itself a healthcare provider. Magnet is a business that facilitates health care services in the digital age. Magnet does not provide medical advice, and Magnet does not diagnose, treat, or prevent illness or ailments – only individual licensed health care providers do these things.

This Terms of Agreement includes the following:

• EXHIBIT A – SPECIFIC PRODUCTS & SERVICES: The Services Customer has agreed to receive are set forth on the Service Agreement. EXHIBIT A contains additional information about each type of service, as applicable to Customer’s specific order. By entering the Service Agreement, Customer agrees to the terms of the Service Agreement, these Terms of Agreement, and all other terms and conditions incorporated by reference into the Service Agreement.
• EXHIBIT B – DEFINITIONS, AND GENERAL AGREEMENT TERMS: EXHIBIT B contains defined terms, and other agreed-upon contractual provisions.
• EXHIBIT C – BUSINESS ASSOCIATE AGREEMENT: EXHIBIT C contains the Business Associate Agreement between Magnet and Customer.

EXHIBIT A: Specific Types of Magnet Services

The following Services comprise all Services currently offered by Magnet under Service Agreements, as well as any specific Customer Responsibilities relating to each Service. To determine which Services have been purchased by Customer, please refer to the Service Agreement and any Amendments thereto. The provisions below only apply to services that Customer has actually purchased under the Service Agreement.

1. Staffing Services

Magnet will provide staffing services as agreed in the Service Agreement. Staff will operate under their own supervision and control (within the scope of their license, if applicable). Customer will be entitled to bill and collect for all charges for staff services rendered. Staff will assign all rights to bill for such services and abide by Customer’s policies and procedures. If any staff are unacceptable to Customer, Magnet will remove said staff after good-faith discussion.

• Customer Responsibilities:
  • Provide staff with all facilities, equipment, and support necessary to render services.
  • Provide any necessary supervision of staff.
  • Provide feedback to Magnet regarding staff.
  • Non-solicitation obligations as set forth in EXHIBIT B.

2. Virtual Medical Clearance Services

Magnet provides devices and telehealth services to assist patients with clearance to receive services. Physicians exercise their medical judgment; medical clearance is not guaranteed. Customer will not pressure for clearance issuance.

• Customer Responsibilities:
  • Determine that the patient meets criteria for Customer services.
  • Determine whether Magnet services are billable.
  • Bill and collect payment for services from patient or payor.
  • Represent that patients are not induced with free clearances.
  • Ensure patients know the limited nature of Magnet services.
  • Non-solicitation obligations as set forth in EXHIBIT B.

3. Remote Patient Monitoring and Remote Therapeutic Monitoring Services (RPM & RTM)

a. Practice RPM & RTM Implementation

Initial startup services begin on the Service Start Date. Customer determines medical necessity for each patient.

• Customer Responsibilities:
  • Provide Magnet with EHR access within 5 business days (if necessary).
  • Set up web sign-up page for Participating Patients within 14 days of Service Start Date.
  • Review and order RPM & RTM Services for approved patients.
  • Approve or recommend changes to Patient-Specific RPM & RTM Programs.
  • Provide general supervision of Magnet clinical staff and RPM & RTM Services.
  • Periodically review RPM & RTM Orders with Magnet.

b. Patient RPM & RTM Onboarding

Magnet initiates a two-month onboarding process including device management, clinical review setup, billing concierge, and validating claims success.

• Customer Responsibilities:
  • Authorize Magnet to contact RPM & RTM patients.
  • Answer patient questions Magnet cannot resolve independently.
  • Collect all patient co-payments.
  • Inform Magnet of claims processing completion or failure.
  • Provide dedicated internal admin contact for billing inquiries.

c. Patient RPM & RTM Device Provision and Management

• Customer Responsibilities:
  • Determine patient care plan and device approvals.
  • Notify Magnet of any changes to care plans.
  • Request return of devices when no longer in use.
  • Approve each Magnet Order Form for new Participating Patients.
• Magnet Responsibilities:
  • Assist Customer in placing device orders.
  • Ship devices according to approved Order Forms.
  • Educate patients on device use and services.
  • Replace defective devices at Magnet’s cost.

d. Monthly RPM & RTM Monitoring Service

• Customer Responsibilities:
  • Inform Magnet when patients discontinue RPM & RTM.
  • Establish monitoring parameters and enter them into the system.
  • Provide at least one Clinical Contact available during business hours.
  • Undertake at least 20 minutes of RPM & RTM review per patient per month if not using Magnet’s Clinical Review Service.
  • Responsible for all treatment decisions and escalations.
• Magnet Responsibilities:
  • Notify Customer if patient data readings fall outside established parameters.

4. Clinical Review Service

Magnet’s clinical team acts under general supervision of Customer’s providers to review patient data, interact with patients, and implement care recommendations.

• Customer Responsibilities:
  • Authorize Magnet clinical staff to provide service.
  • Provide general supervision.
  • Collaborate on clinical protocols.
  • Provide methods for escalation of clinical concerns.
  • For non-urgent matters, allow communication via Provider-Facing Dashboard.

5. Billing

• Magnet or contracted third parties submit claims for specific CPT codes (99453, 99454, 99457, 99458).
• Magnet is not responsible for other claims or reimbursement failures.
• Customer Responsibilities:
  • Provide logins for insurance portals and Medicare.
  • Sign and return Billing Permission Forms.
  • Provide necessary documentation including NPI/TIN.
  • Review claims and notify of corrections.
  • Provide EHR access if necessary for billing integration.
  • Assist Magnet in billing services, including responding promptly to requests.

Terms Applicable to Multiple Services

• Devices: Magnet owns all devices. Lost, stolen, damaged, or unreturned devices within 30 days of service end will be paid for by Customer.
• Pricing: Magnet may change pricing or add new services with 30 days written notice.
• Included Services:
  • Implementation & Training Services: Integration, tracking, and education on software use.
  • Support Services: Technical support during 9am-5pm ET, excluding federal holidays. Responses within 2 business days.
  • Software: Virtual care management platform including RPM & RTM and integrated communication features.
  • Software License: Revocable, nonexclusive, non-transferrable license for Customer and Authorized Users, subject to compliance with TOA, EXHIBIT C, Terms of Use, and Privacy Policy.

EXHIBIT B: Definitions and General Agreement Terms

• Applicable Law: All laws, rules, regulations, and standards including HIPAA, HITECH, FDCA, and state/federal consumer protection laws.
• Authorized User: Employees, consultants, agents, subcontractors, and others authorized by Customer to access Software or Services.
• Billing Concierge: Services provided by Magnet to submit reimbursement claims on behalf of Customer.
• Clinical Review Service: Review of Participating Patient RPM & RTM data by Magnet clinical staff under Customer supervision.
• Customer: The organization indicated on the Service Agreement.
• Customer Data: Data submitted by Customer or generated for Customer under Service Agreement, excluding PHI or de-identified data.
• De-identified Data: PII/PHI stripped of identifiable elements per applicable law.
• Devices: Peripheral devices and other equipment provided by Magnet.
• Intellectual Property Rights: All IP, software, trade secrets, trademarks, copyrights, including RPM & RTM applications.
• Magnet Data: Data, software, and IP generated by Magnet or for multiple customers; excludes data exclusive to Customer.
• Participating Patients: Patients for whom Customer orders services and consents to receive them.
• Patient Clinical Review: Service by Magnet clinical staff under Customer supervision.
• Patient-Generated Health Data: Health data created or gathered by patients or caregivers.
• Protected Health Information (PHI): As defined in 45 C.F.R. 160.103.
• Participating Patient-Facing Interface: Software platform for patients to track health data.
• Provider-Facing Dashboard: Platform for providers to view patient data.
• Service Agreement: Magnet Service Agreement or SOW, inclusive of TOA and incorporated documents.
• Services: Products and service offerings selected by Customer under Service Agreement.

Taxes

All amounts payable to Magnet pursuant to the Service Agreement are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature (“Taxes”), and all payments to Magnet are payable in full without reduction for Taxes. Customer is responsible for payment of all Taxes, excluding Taxes owed by Magnet based on Magnet’s net income. If Magnet is legally obligated to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides Magnet with a valid tax exemption certificate authorized by the appropriate taxing authority.

Bona Fide Service Fees

The Parties agree the Fees set forth in the Service Agreement were determined in advance at arms-length and in a manner that represents the fair market value for the Services provided thereunder. The Parties agree that the Fees are:

• Compensation for bona fide services;
• Not intended to diminish the objectivity or professional judgment of Customer;
• Not intended in any way as remuneration for referrals or for other business generated which are reimbursed under Medicare, Medicaid or any private health insurance;
• Not intended as discounts or rebates prohibited by federal or state law, including any state or federal anti-kickback law;
• Not intended to induce either party to order, recommend, or arrange for the order of any goods or services from the other party.

Proprietary Rights and Non-Solicitation

Magnet Intellectual Property

All right, title, and interest, including all Intellectual Property Rights, in the Software, Magnet Data, and any other Magnet property or materials furnished or made available as part of the Services, and all modifications and enhancements of the same, belong to and are retained solely by Magnet or Magnet’s licensors and providers. Nothing in the Service Agreement transfers such rights to Customer other than as explicitly provided. Customer will not redistribute the Software or Devices except as provided.

Developments

All inventions, works of authorship, and developments created by or on behalf of Magnet in connection with the Services (“Magnet Developments”) are the sole property of Magnet, including developments derived from Customer feedback. Customer agrees to assist in perfecting Magnet’s ownership as reasonably requested.

Publicity; Use of Marks

Customer permits Magnet to use Customer’s tradenames, trademarks, service marks, or symbols for publicity during the term of the Service Agreement. Each Party controls its own marks and cannot use the other Party’s marks without prior written consent.

Customer and Magnet Data

• Ownership: Customer retains ownership of Customer Data; Magnet retains ownership of Magnet Data.
• Magnet License: Customer grants Magnet a limited, non-exclusive license to use, aggregate, and modify Customer Data as necessary to provide Services, create De-identified Data, and use Customer’s name/logo for marketing with consent.
• Accuracy of Customer Data: Customer is solely responsible for accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data.

Feedback License

Magnet owns all rights to feedback provided by Customer related to the Software. Feedback is not Customer Confidential Information or Customer Data.

De-identified Data

Magnet may use De-identified Data for any lawful purpose. Magnet owns all rights in such data, and De-identified Data is not Customer Data or Confidential Information. These rights survive termination of the Service Agreement.

Non-Solicitation

During the Term and for three years thereafter, Customer will not recruit or hire Magnet’s employees, contractors, or agents. Customer agrees these constitute Magnet’s Confidential Information and trade secrets.

Confidentiality

Confidential Information Defined

Confidential Information includes non-public technical and non-technical information disclosed by a Party, including software, data, business information, policies, and third-party confidential information. Confidential Information excludes PHI protected under the BAA.

Confidential Information Terms

The Receiving Party must keep all Confidential Information confidential, use it only as necessary, and disclose it only under court or government order, notifying the other Party where possible. Reasonable care must be taken to protect it.

Injunctive Relief

Unauthorized disclosure may cause irreparable harm. Parties may seek immediate injunctive relief without bond or showing monetary damage.

Security

Authorized Users must use unique logins/passwords, maintain their confidentiality, and notify Magnet of any unauthorized use. Customer is responsible for security compliance.

Termination

Without Cause

Termination without cause is as set in the Service Agreement. Any termination fee will be applied to Onboarded Participating Patients and may be charged to Customer’s funding source.

For Cause

• Material Breach: 30-day cure period following notice of breach.
• Change of Law: Immediate termination if law or regulatory action makes arrangement illegal or unprofitable.
• Other Cause: Immediate termination for unlawful activity, bankruptcy filings, or appointment of a receiver.

Termination for Failure to Use Best Efforts

If Customer discontinues services for 75%+ of Onboarded Participating Patients in the first year, Magnet may terminate and charge the Termination Fee.

Effect of Termination

• License and access to Software terminate.
• All fees owed are immediately due.
• Customer must return or destroy all Magnet property within 30 days, providing a certificate of destruction or return.
• Customer Data will be made available to Customer upon written request.
• Exclusivity provisions may continue post-termination and certain fees may apply if Customer engages Competing Services.

Representations & Warranties

• Mutual Representations: Each Party has authority, performance does not breach third-party agreements, compliance with applicable laws.
• Practice of Medicine: Magnet is not a medical provider and does not provide 24/7 or emergency monitoring unless specified.
• Third Party Materials: Use at Customer’s discretion and risk.
• Privacy Law Compliance: Both Parties comply with HIPAA and HITECH; BAA governs further obligations.
• Disclaimer: Services provided as-is, without warranties except as stated.
• Basis of the Bargain: Warranty disclaimers and liability limitations are a fair allocation of risk.

Insurance and Indemnification

• Insurance: Each Party maintains cyber liability, product liability, general liability, and other required insurance. Customer must obtain professional liability insurance.
• Indemnification by Customer: Customer indemnifies Magnet for claims arising from improper use, breaches, data issues, legal violations, patient treatment, or negligence.
• Indemnification by Magnet: Magnet indemnifies Customer for claims from Magnet’s negligence or IP infringement, excluding claims from Non-Practicing Entities.
• Procedure: Prompt notice of claims, defense controlled by indemnifying Party, settlement approvals.

Limitations of Liability

• No Consequential Damages: No liability for indirect, incidental, special, or punitive damages, including lost profits or data.
• Limits on Liability: Maximum liability is the amounts paid by Customer to Magnet in the preceding 3 months.
• Essential Purpose: Limitations apply to the maximum extent allowed by law and even if remedies fail of their essential purpose.

12. Access to Information

Promptly upon a request by Covered Entity, Business Associate will make available PHI maintained by Business Associate in a Designated Record Set, to Covered Entity, as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.524. In the event any individual delivers directly to Business Associate a request for access to PHI, Business Associate will promptly forward such request to Covered Entity. Unless otherwise required by law, the term “Designated Record Set,” for the purposes of this Addendum, will not include any information in the possession of Business Associate that is the same as information in the possession of Covered Entity (information will be considered the same information even if the information is held in a different format, medium or presentation or it has been standardized). Business Associate may charge Covered Entity a reasonable fee for such access.

13. Availability of PHI for Amendment

Promptly upon the receipt of a request from Covered Entity, Business Associate will make any amendment(s) to PHI maintained by Business Associate in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.526. In the event any individual delivers directly to Business Associate a request for amendment to PHI, Business Associate will promptly forward such request to Covered Entity.

14. Access and Amendment Responsibility

Pursuant to HIPAA, in the event that Business Associate maintains PHI in a Designated Record Set, the parties agree that Covered Entity will have the responsibility to handle, track and maintain records of all requests by individuals to access or amend such PHI. Business Associate, as a business associate of Covered Entity, will not have any responsibility to handle, track and maintain records of any such requests except as set forth above or in the Agreement.

15. Documentation and Accounting of Disclosures

Business Associate will maintain, and make available promptly upon a request by Covered Entity, the information required to provide an accounting of disclosures, to Covered Entity, as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.528. In the event the request for an accounting is delivered directly to Business Associate, Business Associate will promptly forward such request to Covered Entity. Unless otherwise required by changed HIPAA regulations or the Agreement, in response to a request from an individual for an accounting of disclosures from an electronic health record maintained or hosted by Business Associate, Covered Entity will provide the individual with an accounting of disclosures in accordance with HIPAA. Unless otherwise required by changed HIPAA regulations or the Agreement, with respect to Business Associate, Covered Entity may not elect to provide an individual with Business Associate’s name and contact information.

16. Business Associate Performing Covered Entity’s Obligations (If Applicable)

To the extent that Business Associate is required by this Addendum or the Agreement to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate must comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s).

17. Availability of Books and Records

Business Associate hereby agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with HIPAA.

18. Term and Termination

The Term of this Addendum will be effective as of the effective date of the underlying Agreement(s), and will terminate on the termination or expiration of the last of the underlying Agreement(s), or on the date Covered Entity terminates this Addendum as authorized below, whichever is sooner. Covered Entity may:

• Terminate this Addendum if Covered Entity reasonably determines that Business Associate has violated a material term of HIPAA or this Addendum; or
• At Covered Entity’s option, permit Business Associate to cure or end any such violation within the reasonable period of time specified by Covered Entity.

19. Effect of Termination of Addendum

Upon the termination or expiration of this Addendum for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, will do the following:

• Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities or for which it is not feasible for Business Associate to return or destroy;
• Return to Covered Entity, or, if agreed to by Covered Entity, destroy, other remaining PHI that the Business Associate still maintains in any form, recorded on any medium, or stored in any storage system;
• Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI;
• Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set forth in this Addendum which applied prior to termination; and
• Return to Covered Entity, or, if agreed to by Covered Entity, destroy, the PHI retained by Business Associate when it is feasible to do so and the PHI is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

Notwithstanding the foregoing, the parties agree that it is infeasible for Business Associate to destroy PHI, and that Business Associate needs to retain PHI for its proper management and administration and to carry out its legal responsibilities. Business Associate will remain bound by the provisions of this Addendum, which will survive even after termination or expiration of the Agreement or Addendum.

20. Covered Entity Obligations

Covered Entity will notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. Covered Entity will notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI. Covered Entity will notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. Covered Entity will not request for Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except that Business Associate may use or disclose PHI for data aggregation or management and administration and legal responsibilities of Business Associate.

21. Third Party Rights

The terms of this Addendum do not grant any rights to any parties other than Business Associate and Covered Entity.

22. Independent Contractor Status

For the purposes of this Addendum, Business Associate is an independent contractor of Covered Entity, and will not be considered an agent of Covered Entity.

23. Changes in the Law

The parties agree that, with no further action required by the parties, this Addendum will be deemed automatically amended to include and incorporate amendments or revisions to HIPAA, so that the parties remain in compliance with such amendments or revisions. All references to regulations or provisions of HIPAA herein will be deemed to also refer to any amendment or revision thereto and/or to any successor regulation.

If, as a result of any amendments or revisions to HIPAA, both parties determine that modifications to the terms of this Addendum:

• May not be deemed to be automatically incorporated into this Addendum; and
• Are strictly required by HIPAA to be reduced to writing; the parties agree to take such action as is necessary to enter into a mutually acceptable amendment to this Addendum that addresses solely the legal changes that are required to be reduced to writing.

The parties agree that this Addendum may only be modified by mutual written amendment, signed by both parties, effective on the date set forth in the amendment. Neither party has the right to unilaterally amend or alter the provisions of this Addendum.

24. Interpretation and Conflicts

Any ambiguity in this Addendum will be interpreted to permit compliance with HIPAA. If there is any direct conflict between the Agreement and this Addendum, the terms and conditions of this Addendum will control.