Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is between R2 Technologies LLC, a California limited liability company (“Pairity,” “we,” “us”), and the customer organization identified on an Order Form referencing this Agreement (“Customer”). It governs Customer's subscription to the Pairity platform — a system of record for ABA organizations covering scheduling, client records, authorizations, hiring and onboarding, and billing (the “Service”).

The Agreement consists of this document, each Order Form, the Data Processing Addendum (“DPA”), the Business Associate Agreement (“BAA”) signed by the parties, and the Refund Policy. If these documents conflict: the BAA controls as to protected health information, the DPA controls as to processing of personal information, an Order Form controls as to commercial terms, and this document controls otherwise.

• “Order Form” — a mutually executed ordering document specifying the Service purchased, fees, and subscription term.
• “Customer Data” — data Customer or its Users submit to the Service, including staff, client, scheduling, authorization, and billing records.
• “Users” — individuals Customer authorizes to use the Service, such as its employees and contractors.
• “Documentation” — the usage guides and help materials we make available for the Service.

We will (a) make the Service available to Customer per this Agreement and each Order Form, (b) provide reasonable support during business hours by email, (c) use commercially reasonable efforts to keep the Service available around the clock, except for planned maintenance (noticed in advance where practicable) and events beyond our reasonable control, and (d) provide the Service in material conformance with the Documentation. We may improve the Service over time, provided we do not materially reduce its overall functionality during a subscription term.

Customer may access and use the Service during the subscription term for its internal business operations, subject to this Agreement and any usage limits on the Order Form. Customer is responsible for its Users' compliance with this Agreement, for the accuracy and lawfulness of Customer Data, and for maintaining the confidentiality of credentials. Customer will not (a) make the Service available to anyone other than Users, (b) sell, resell, or sublicense it, (c) reverse engineer it except as permitted by law, (d) use it to build a competing product, or (e) interfere with its security or integrity.

Customer owns Customer Data. Customer grants us the right to host, process, transmit, and display Customer Data solely to provide and support the Service, consistent with the DPA and BAA. We will not sell Customer Data or use it for advertising. We may use de-identified usage and performance data — never including protected health information identifiable to any person — to operate, secure, and improve the Service.

Customer will pay the fees stated on each Order Form. Unless the Order Form says otherwise, fees are billed annually in advance, invoices are due within thirty (30) days, and amounts are in U.S. dollars. Fees are exclusive of taxes, which Customer is responsible for (excluding taxes on our income). Fees for a renewal term are as stated on the Order Form; we will give at least forty-five (45) days' notice before a renewal in which fees increase. Refunds are governed by the Refund Policy. We may suspend the Service for amounts more than thirty (30) days overdue, after notice and an opportunity to pay.

This Agreement runs from the effective date of the first Order Form until all subscriptions expire or are terminated. Each subscription runs for the term on its Order Form and renews for successive one-year terms unless either party gives notice of non-renewal at least thirty (30) days before renewal. Either party may terminate this Agreement if the other materially breaches it and fails to cure within thirty (30) days of written notice, or upon the other's insolvency.

Upon termination or expiration, Customer's access ends, but Customer may export Customer Data for thirty (30) days, after which we delete it from active systems as described in the DPA and BAA. Sections that by their nature should survive — including fees owed, confidentiality, warranties disclaimers, indemnification, limitations of liability, and general terms — survive termination.

Each party may receive non-public information of the other that is marked confidential or that reasonably should be understood as confidential (“Confidential Information”) — for Customer, including Customer Data; for us, including the Service and its non-public features and pricing. The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to employees, contractors, and advisors bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party. Disclosure required by law is permitted with prompt notice to the other party where legally allowed.

We and our licensors own the Service, Documentation, and all related intellectual property. No rights are granted to Customer except as expressly stated in this Agreement. If Customer provides feedback or suggestions, we may use them without restriction or obligation.

Each party warrants that it has the authority to enter into this Agreement. We warrant that the Service will perform materially in accordance with the Documentation; Customer's exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformance, and if we cannot within a reasonable time, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees. Except as expressly stated, the Service is provided without any other warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service is an operational tool: it does not provide medical, clinical, legal, or billing advice, and Customer remains responsible for its clinical decisions and regulatory compliance.

We will defend Customer against third-party claims alleging that the Service, as provided by us and used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or agreed in settlement. If such a claim arises, we may modify the Service, procure the right for continued use, or terminate the affected subscription with a pro-rata refund of prepaid, unused fees.

Customer will defend us against third-party claims arising from Customer Data or Customer's use of the Service in violation of this Agreement or applicable law, and will pay damages finally awarded or agreed in settlement.

The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defense, and reasonably cooperate.

Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, even if advised of the possibility. Each party's aggregate liability arising out of or related to this Agreement will not exceed the amounts paid or payable by Customer to us in the twelve (12) months before the event giving rise to the claim. These limits do not apply to Customer's payment obligations, a party's indemnification obligations under Section 10, breach of confidentiality obligations under Section 7, or a party's gross negligence or willful misconduct.

Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. Notices must be in writing; notices to us go to info@pairityaba.com. Neither party is liable for delay or failure caused by events beyond its reasonable control. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules, and disputes will be brought exclusively in the state or federal courts located in California. If any provision is unenforceable, the rest remains in effect. This Agreement, together with the Order Forms, DPA, and BAA, is the entire agreement between the parties regarding the Service and supersedes prior discussions; amendments must be in a writing signed by both parties.

To request an Order Form, signed copies, or answers to questions about this Agreement: info@pairityaba.com.