Master Service Agreement

1. Parties

This Master Services Agreement (“Agreement”) is entered into by and between:

A Place For Apps LLC, a Florida limited liability company doing business as Health of Your Space (“Health of Your Space”), and

the entity identified in the applicable Order Form (“Customer”).

This Agreement is effective as of the Effective Date set forth in the applicable Order Form.

Customer’s execution of an Order Form or use of the Services constitutes acceptance of this Agreement, as may be updated from time to time in accordance with the Terms of Service.

In the event of a conflict between this Agreement and the Terms of Service, this Agreement shall control. Updates to the Terms of Service shall not materially reduce Customer’s rights or increase Customer’s obligations under this Agreement without notice.

2. Description of Service

Health of Your Space provides a cloud-based software platform designed to support orthodontic practices in collecting, managing, and processing patient intake information and related workflows (the “Services”).

The Services include, but are not limited to:

• Digital intake forms, questionnaires, disclosures, consents, and document workflows
• Patient-submitted images, documents, signatures, and uploads
• Appointment-based automations, reminders, and patient communications
• Two-way messaging through SMS and email
• Integration and synchronization with Dolphin Management
• Real-time data synchronization between Provider systems and the platform
• Patient check-in links, status tracking, and workflow management
• Patient Overview and patient engagement tools
• Comments & Notes synchronization with Dolphin Management
• Form Builder, configurable forms, conditional logic, and workflow automation tools
• New Patient Call Sheet configuration and generation
• Analytics, reporting, dashboards, and activity monitoring
• Payment workflows, payment account management, and related administrative tools
• Workspace administration, team management, user roles, and access controls
• Provider branding, white-label configurations, and practice customization
• Administrative dashboards and operational workflow management
• Data processing, transmission, storage, and synchronization services necessary to provide the Services

Health of Your Space may modify, enhance, or update the Services from time to time.

Features and functionality may be modified, replaced, or discontinued from time to time.

3. Order Forms

Services are purchased pursuant to one or more order forms, statements of work, or similar documents (each, an “Order Form”).

Each Order Form will specify, as applicable:

• Monthly subscription pricing
• Number of locations
• Number of satellite locations
• Number of providers or doctors
• Billing terms
• Any additional terms specific to the Customer

For clarity:

• A “location” means a primary practice location operated by the Customer on a full-time or regularly staffed basis
• A “satellite location” means a temporary or limited-use location where one or more providers from the Customer’s practice see patients on a periodic or non-full-time basis, and which is not operated as a regularly staffed practice location
• Health of Your Space reserves the right to reasonably determine whether a location qualifies as a primary location or a satellite location based on usage patterns, staffing, and operational characteristics
• A “provider” or “doctor” means a licensed orthodontist professional using the Services

Each Order Form is incorporated into and governed by this Agreement.

In the event of a conflict:

• The Order Form controls over this Agreement
• This Agreement controls over the Terms of Service

Services are provided on a subscription basis with no minimum commitment term unless expressly stated in an Order Form. Customer may discontinue use of the Services at any time.

Fees are based on the pricing structure defined in the applicable Order Form, which may include factors such as locations, satellite locations, providers, usage, or other metrics as determined by Health of Your Space.

Health of Your Space may update or modify its pricing models, structure, or billing metrics from time to time. Any pricing changes applicable to an existing Customer will be communicated with at least thirty (30) days’ prior written notice and will apply going forward only.

Health of Your Space will not apply pricing changes retroactively to previously billed or accrued fees.

If Customer does not agree to a pricing change, Customer may discontinue use of the Services prior to the effective date of such change. Continued use of the Services after the effective date constitutes acceptance of the updated pricing.

4. License and Access

Health of Your Space grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for its internal business operations.

Customer shall not:

• Resell, sublicense, or distribute the Services
• Reverse engineer, decompile, or attempt to extract source code
• Use the Services for unlawful or unauthorized purposes
• Allow unauthorized third parties to access the Services

5. Customer Responsibilities

Customer is responsible for:

• Maintaining the security of its systems, credentials, and access controls
• Ensuring only authorized personnel access the Services
• Obtaining all required patient consents and authorizations
• Ensuring compliance with applicable laws, including HIPAA, TCPA, CAN-SPAM, and privacy laws
• Ensuring proper configuration and use of integrations

Customer acts as the data controller (or equivalent role under applicable law) with respect to all Personal Information processed through the Services. Health of Your Space acts solely as a data processor or service provider and does not determine the purposes or means of processing such data.

Customer acknowledges that misuse of the Services may result in legal liability.

6. Fees and Payment

Fees are set forth in the applicable Order Form.

Customer authorizes Health of Your Space to charge Customer’s designated payment method on a recurring basis for all applicable fees, including subscription fees and any additional charges incurred under this Agreement.

Payments will be processed automatically on a recurring basis (e.g., monthly) unless otherwise specified in the applicable Order Form.

Customer agrees to maintain valid and up-to-date payment information and authorizes Health of Your Space to update such information using standard account updater services where available.

Health of Your Space may use a third-party payment processor to securely process payments. Health of Your Space does not store full payment card details on its own systems.

Receipts or billing confirmations will be provided electronically. Health of Your Space is not required to issue invoices unless otherwise agreed in writing.

Customer remains responsible for all fees incurred up to the date of termination or discontinuation of Services.

Health of Your Space may suspend or terminate Services for non-payment or failed payment processing.

If a payment method fails or is declined, Health of Your Space may retry billing and may suspend access to the Services until payment is successfully processed.

Late payments may be subject to interest to the extent permitted by law.

7. Payment Workflows

The Services may include functionality that facilitates payment-related workflows through third-party payment providers.

Payment credentials are collected and processed through third-party payment infrastructure. Health of Your Space does not collect or store raw payment card numbers, CVV values, or full bank account credentials.

Health of Your Space may receive tokenized payment references, limited payment metadata, payment status information, card brand information, expiration dates, and last four digits necessary to support payment workflows, reporting, reconciliation, account management, and related Services.

Customer acknowledges that payment processing services may be governed by separate agreements, policies, terms, requirements, underwriting obligations, operational rules, and compliance requirements imposed by applicable payment providers.

Customer remains solely responsible for maintaining any merchant accounts, payment processing agreements, underwriting requirements, refund obligations, chargeback obligations, and other obligations imposed by payment providers.

Health of Your Space does not act as a bank, merchant acquirer, card network, payment processor, money transmitter, or financial institution and is not responsible for the acts, omissions, decisions, performance, availability, settlement timing, underwriting determinations, chargeback determinations, merchant account decisions, or other actions of any third-party payment provider.

Health of Your Space makes no representations or warranties regarding the availability or performance of third-party payment services.

8. Third-Party Services

The Services rely on third-party providers, which may include:

• Cloud infrastructure providers (such as AWS)
• SMS messaging providers (such as Twilio)
• Email delivery providers (such as SendGrid)
• Third-party integrations (including Dolphin Management)

Health of Your Space is not responsible for downtime, delays, delivery failures, or performance issues caused by third-party providers.

9. Messaging and Communications

Customer acknowledges that messaging services rely on third-party infrastructure.

Customer is solely responsible for:

• Obtaining required opt-in consent
• Honoring opt-out requests
• Compliance with applicable messaging laws

Health of Your Space does not guarantee message delivery, timing, or receipt.

Messaging is not intended for emergency communications.

10. Security and Data Protection

Health of Your Space implements commercially reasonable administrative, technical, and physical safeguards designed to protect data.

Customer acknowledges:

• No system is completely secure
• Customer is responsible for its own systems, configurations, and access controls

Health of Your Space will notify Customer of confirmed unauthorized access to Customer data within systems under its control in accordance with applicable law.

The roles and responsibilities of the parties with respect to Personal Information are described in the Privacy Policy available at:https://healthofyourspace.com/privacy-policy

To the extent Customer’s use of the Services involves Protected Health Information subject to HIPAA, Customer must execute a Business Associate Agreement prior to transmitting or processing such information through the Services.

To the extent Customer’s use of the Services involves Personal Data subject to applicable data protection laws, including but not limited to GDPR or PIPEDA, Customer must execute a Data Processing Addendum prior to transmitting or processing such data through the Services.

Customer may not use the Services to transmit or process regulated Personal Information unless the applicable agreement described above is in place.

No Guarantee of Compliance

While the Services may include features intended to support regulatory, privacy, security, documentation, workflow, operational, communications, payment, or recordkeeping requirements, Health of Your Space does not warrant, represent, or guarantee Customer’s compliance with HIPAA, HITECH, GDPR, PIPEDA, COPPA, TCPA, CAN-SPAM, state privacy laws, payment card industry requirements, professional standards, licensing requirements, or any other legal, regulatory, contractual, or professional obligations.

Customer remains solely responsible for determining, implementing, maintaining, monitoring, and ensuring compliance with all laws, regulations, standards, professional obligations, and requirements applicable to Customer’s business, workforce, communications, patient interactions, payment activities, and use of the Services.

11. Data Ownership

Customer retains all rights, title, and interest in and to its data.

Health of Your Space does not claim ownership of Customer data and processes such data solely to provide the Services.

Health of Your Space retains ownership of:

• software
• templates
• workflow engine
• conditional logic
• HoYS Fields
• analytics
• platform functionality

Customer ownership of Customer data does not convey ownership of any software, platform functionality, templates, workflow logic, integrations, analytics functionality, HoYS Fields, or other intellectual property owned by Health of Your Space.

12. Term and Termination

This Agreement remains in effect while Customer accesses or uses the Services.

Customer may discontinue use of the Services at any time.

Health of Your Space may suspend or terminate access:

• For non-payment
• For misuse of the Services
• For security, legal, or operational risks

Upon termination:

• Access to the Services may be disabled
• Customer may request data export for a limited period
• Transition assistance may be provided at additional cost

Upon written request made within thirty (30) days following termination, Health of Your Space will make Customer data available for export in a commercially reasonable format.

Health of Your Space is not obligated to provide exports in proprietary, customized, or Customer-specified formats.

After such period, Health of Your Space may delete Customer data in accordance with its standard retention policies and applicable law, unless otherwise required by law.

Following termination, Health of Your Space shall have no obligation to maintain Customer-specific configurations, custom workflows, integrations, environments, or platform functionality except as otherwise required by law or expressly agreed in writing.

13. Service Availability

The Services are provided on an “as is” and “as available” basis.

Health of Your Space uses commercially reasonable efforts to maintain availability but does not guarantee:

• Uninterrupted or error-free operation
• Message delivery, timing, or receipt
• Continuous availability

No service level commitments apply unless expressly agreed in writing.

14. Intellectual Property

Health of Your Space retains all rights, title, and interest in and to:

• The Services
• Software and code
• Interfaces and designs
• Documentation and materials

No rights are transferred except as expressly granted under this Agreement.

15. Confidentiality

Each party agrees to protect the other party’s Confidential Information and use it solely for purposes of this Agreement.

Confidential Information includes:

• Personal Information
• Protected Health Information
• Business information
• Technical data
• Non-public information

Confidential Information does not include information that:

• Is publicly available without breach of this Agreement
• Was already known without restriction
• Is independently developed
• Is lawfully obtained from a third party

A receiving party may disclose Confidential Information where required by law, provided that, where legally permitted, it gives prior notice.

These obligations survive termination.

16. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising out of:

• Material breach of this Agreement
• Gross negligence or willful misconduct
• Violation of applicable law

Health of Your Space shall indemnify Customer for claims alleging that the Services infringe a third party’s intellectual property rights.

Customer shall indemnify Health of Your Space for:

• Violations of data protection or privacy laws
• Messaging violations, including TCPA and CAN-SPAM
• Misuse of the Services

Including, without limitation:

• Failure to obtain proper patient consent
• Improper communications practices
• Unauthorized use of Personal Information

This indemnification section is intended to supplement, and not limit, any additional indemnification obligations set forth in the Terms of Service. To the extent the Terms of Service provide broader protection and do not conflict with this Agreement, such provisions shall continue to apply.

17. Limitation of Liability

To the fullest extent permitted by law, Health of Your Space shall not be liable for indirect, incidental, special, or consequential damages.

The total aggregate liability of Health of Your Space shall not exceed the amount paid by Customer for the Services during the twelve (12) months preceding the event giving rise to the claim.

This limitation is intended to be consistent with the limitation of liability set forth in the Terms of Service.

Exceptions include:

• Indemnification obligations
• Breach of confidentiality
• Gross negligence or willful misconduct
• Intellectual property infringement

18. Disclaimer of Warranties

The Services are provided “as is” and “as available.”

Health of Your Space makes no warranties regarding:

• Performance
• Reliability
• Results

Health of Your Space does not provide medical, orthodontic, or clinical advice.

The Services are not intended to be relied upon for clinical decision-making or emergency medical situations.

Customer is solely responsible for all clinical decisions, patient care, and use of information obtained through the Services.

19. Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including:

• Natural disasters
• Infrastructure failures
• Government actions
• Telecommunications or network disruptions

20. Assignment

Customer may not assign this Agreement without prior written consent, which shall not be unreasonably withheld.

Health of Your Space may assign this Agreement in connection with a merger, acquisition, or sale of assets.

21. Severability

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

22. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located in Broward County, Florida, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts.

23. Attorneys’ Fees and Costs

The prevailing party in any action or proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

24. Entire Agreement

This Agreement, together with:

• Applicable Order Forms
• Terms of Service
• Privacy Policy
• Data Processing Addendum (if applicable)
• Business Associate Agreement (if applicable)

constitutes the entire agreement between the parties.

Customer acknowledges that it has not relied on any representations, warranties, or statements not expressly set forth in this Agreement.

Public-facing materials, product descriptions, support materials, onboarding materials, training materials, security documentation, marketing materials, and other informational content do not form part of this Agreement unless expressly incorporated.