This End-User License Agreement (“Agreement” or “EULA”) is entered into by and between MedCBO, Inc., a Colorado corporation (“MedCBO”), and the end user of MedCBO’s accounting software and related integrations (“End User”). The Effective Date of this Agreement shall be the date on which the last party executes this Agreement, whether by electronic or manual signature. By accessing or using MedCBO’s portal, integrations, or related applications (collectively, the “Software”), End User agrees to be bound by the terms of this Agreement.

1. License Grant: MedCBO grants End User a limited, non-exclusive, non-transferable, revocable license to use the Software solely for internal business purposes as contemplated by MedCBO’s Master Services Agreement (“MSA”). This Agreement does not convey any ownership rights.

2. Restrictions: End User shall not:

• • Copy, modify, or create derivative works of the Software;

  • Reverse engineer, decompile, or disassemble the Software;

  • Rent, sublicense, or distribute the Software to third parties;

  • Use the Software in violation of federal or state law, including HIPAA, HITECH, FTC rules, or state privacy/security regulations;

  • Circumvent security controls or attempt unauthorized access.

3. Data Use & Ownership

End User Data: All data input into the Software remains the sole property of the End User, consistent with the MSA.

• MedCBO Rights: MedCBO may use aggregated, de-identified data for analytics, benchmarking, and operational improvement, provided no Protected Health Information (PHI) or individually identifiable data is disclosed.

• BAA Alignment: Where PHI is involved, use and disclosure will be governed by the terms of MedCBO’s Business Associate Agreement (BAA).

4. HIPAA & Privacy Compliance

• MedCBO will function as a Business Associate under HIPAA and agrees to comply with HIPAA, HITECH, and applicable state privacy/security laws.

• End User, as a Covered Entity, must maintain reasonable administrative, technical, and physical safeguards to protect PHI.

• PHI may only be exchanged through the Software in compliance with the BAA.

• Both parties must provide prompt breach notification as outlined in the BAA.

5. Confidentiality: Both parties agree to maintain the confidentiality of non-public information, including PHI, financial records, intellectual property, and trade secrets. Confidentiality terms mirror those in the MSA and BAA.

6. Updates & Support: MedCBO may provide patches, enhancements, or updates to the Software. These updates are covered by this EULA unless otherwise accompanied by separate terms.

7. Termination: This Agreement remains effective until terminated. MedCBO may suspend or terminate access for noncompliance. Upon termination, End User must cease all use of the Software and destroy any copies.

8. Disclaimer of Warranties: The Software is provided “AS IS” without warranties of any kind. MedCBO disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability: To the maximum extent permitted by law, MedCBO shall not be liable for indirect, incidental, or consequential damages, including lost profits or data. MedCBO’s total liability shall not exceed the amounts paid by End User under the MSA in the twelve (12) months preceding the claim.

10. Indemnification: End User agrees to indemnify and hold harmless MedCBO, its officers, employees, and affiliates against claims, damages, or expenses (including attorneys’ fees) arising from End User’s misuse of the Software or breach of this Agreement.

11. Governing Law: This Agreement shall be governed by Colorado law. Venue for disputes will lie exclusively in the state or federal courts of Denver County, Colorado, consistent with the MSA.

12. Entire Agreement: This EULA, together with the MSA and BAA, constitutes the full and exclusive agreement between the parties with respect to use of the Software. In the event of conflict, the BAA controls with respect to PHI, and the MSA controls with respect to services.

13. Electronic Signatures: The parties agree that this Agreement, and any other documents to be delivered in connection herewith, may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as a manual signature. Delivery of a copy of this Agreement bearing an executed signature by electronic means (including, without limitation, via PDF, DocuSign, or other secure electronic signature platform) shall be effective as delivery of a manually executed counterpart. Each party agrees that it will not contest the validity or enforceability of this Agreement solely because it was executed electronically.

By using the Software, End User acknowledges that they have read, understood, and agree to be bound by this EULA, the MSA, and the BAA.

MedCBO, Inc.                                              

Dr. Chris Poteet

MedCBO, Inc., President & CEO

Approved Date: 1/1/2025