Sanasign Healthcare Provider User Agreement

Effective date: August 10, 2026

THIS IS A LEGALLY BINDING AGREEMENT between Sanasign, Inc., a Delaware corporation ("Sanasign," "we," "us," or "our"), and the Organization identified during account creation ("Organization," "you," or "your"). BY CLICKING "I AGREE," CREATING OR CLAIMING AN ORGANIZATION ACCOUNT, OR ACCESSING OR USING THE PRODUCTION SERVICES, YOU ARE ENTERING INTO THIS HEALTHCARE PROVIDER USER AGREEMENT (THIS "AGREEMENT"), WHICH INCLUDES THE BUSINESS ASSOCIATE AGREEMENT INCORPORATED AS EXHIBIT A (THE "BAA").

AUTHORITY. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND THE ORGANIZATION ON WHOSE BEHALF THEY ARE ACTING. IF THE INDIVIDUAL LACKS THAT AUTHORITY, THE INDIVIDUAL IS PERSONALLY BOUND BY THIS AGREEMENT AND PERSONALLY RESPONSIBLE UNDER IT UNTIL THE ORGANIZATION RATIFIES IT. THE ORGANIZATION'S USE OF THE SERVICES — INCLUDING SENDING, REVIEWING, OR SIGNING ANY DOCUMENT, OR INVITING OR AUTHORIZING ANY OTHER USER UNDER THE ORGANIZATION'S ACCOUNT — CONSTITUTES RATIFICATION.

ARBITRATION NOTICE. SECTION 14 REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT WITHIN 30 DAYS — SEE SECTION 14.9.

1. Definitions

Terms not defined in this Agreement (whether or not capitalized) have the meanings given in HIPAA.

"Authorized User" means an individual member of your Workforce whom you have authorized to access the Services under your Organization account and who has accepted the Authorized User Terms.

"Authorized User Terms" means the individual terms of use at www.sanasign.com/authorized-user-terms, accepted by each Authorized User at account activation.

"Completion Package" means the assembled record of a fully executed Document, including the signed Document and its associated audit trail.

"Credentials" means any identifier, password, token, secure link, one-time code, or other means used to authenticate access to the Services.

"Customer Data" means information that you or your Authorized Users enter, upload, or transmit through the Services, including Documents and Protected Health Information contained in them. Customer Data does not include De-Identified Data.

"De-Identified Data" means information de-identified in accordance with 45 C.F.R. § 164.514(a)–(b).

"Document" means a plan of care, certification, recertification, supplemental or change order, or other clinical document created, routed, reviewed, or signed through the Services.

"Guest Signer" means a Provider who reviews or signs a Document through a secure link without holding a Sanasign account, subject to the Signer Terms.

"HIPAA" means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, including the Privacy, Security, and Breach Notification Rules, as amended, and Subtitle D of the HITECH Act.

"Order Form" means a written order form, subscription schedule, or similar document signed by both parties that references this Agreement.

"Provider" has the meaning given to "health care provider" in 45 C.F.R. § 160.103.

"Sending Organization" means an Organization that prepares and routes Documents for signature, such as a home health agency or hospice.

"Services" means Sanasign's production clinical document workflow and electronic signature platform, together with its related applications and features. "Services" does not include the demonstration environment, which is governed by the Terms of Use.

"Signer Terms" means the terms at www.sanasign.com/signer-terms accepted by a Guest Signer at the time the Guest Signer signs, declines, or otherwise acts on a Document.

"Signing Practice" means an Organization whose Providers review and sign Documents, such as a medical practice.

"Workforce" means your employees, contractors, volunteers, and other persons whose conduct in the performance of work for you is under your direct control, whether or not paid by you.

"Include," "includes," and "including" mean "without limitation." "Will" and "shall" have the same meaning. Headings are for convenience only.

2. The Services; Grant of Rights

2.1 What Sanasign Is. Sanasign is a two-sided workflow and electronic signature platform for orders governing care delivered in the home. Sending Organizations prepare and route Documents; Signing Practices and their Providers review, sign, or decline them; both sides receive a Completion Package and audit trail. An Organization may act in either or both roles.

2.2 License. Subject to this Agreement, Sanasign grants you a limited, non-exclusive, non-transferable, non-sublicensable right, during the term, for your Authorized Users to access and use the Services for your internal business operations.

2.3 Restrictions. You will not, and will not permit anyone to: (a) sell, resell, rent, lease, sublicense, or provide service-bureau access to the Services; (b) copy, modify, create derivative works from, reverse engineer, decompile, or disassemble the Services or attempt to derive their source code, except to the extent applicable law prohibits this restriction; (c) access the Services by any means other than a commercial browser or an application or API we publish, or use any robot, scraper, or automated tool except as we expressly authorize in writing; (d) circumvent or interfere with any security or access control, or probe or test the vulnerability of the Services except as permitted by the security research provision of our Terms of Use; (e) use the Services to build a competing product, or access them for benchmarking or competitive analysis; (f) introduce malicious code; (g) use the Services in violation of law or of this Agreement; or (h) access, use, or disclose information in the Services that you are not authorized to access, use, or disclose.

2.4 Not an EHR; You Are the Record Custodian. The Services are not an electronic health record, are not certified health information technology under the ONC Health IT Certification Program, and are not your system of record. You are and remain the custodian of your medical and business records, and you are solely responsible for maintaining your records and responding to patient, payer, regulatory, judicial, and other demands for them, during and after the term. Maintain your own copies, including exported Completion Packages, in your designated record set.

2.5 Not for Emergencies. The Services are not designed for urgent or time-critical clinical communication. Delivery of Documents and notifications depends on networks and systems we do not control and may be delayed or fail. Do not use the Services to communicate anything requiring immediate attention, and do not treat the absence of a response as clinical acknowledgement. Anything urgent belongs on the phone.

2.6 Verification. Use of the Services is subject to verification of the identity, credentials, licensure, and enrollment status of your Organization, your Authorized Users, and your Providers, using sources including the National Plan and Provider Enumeration System, state licensing boards, and federal and state exclusion lists. You authorize us to make such inquiries, and you authorize those sources to respond. We may suspend or terminate access if we cannot verify, or cease to be able to verify, any of the foregoing.

2.7 Changes to the Services. We may modify the Services from time to time, provided that changes will not materially reduce the core functionality of the Services during a period for which you have paid. We may add, modify, or discontinue features of complimentary or free access at any time.

2.8 Usage Monitoring. We may electronically monitor use of the Services to administer accounts, enforce seat-based licensing, secure the platform, and enforce this Agreement.

3. Accounts and Access

3.1 Organization Account. The Organization identified at account creation or claim is the party to this Agreement and owns all Authorized User accounts associated with it. The individual who creates or claims the account makes the authority representation set forth above, and must provide accurate, complete registration information, including the Organization's legal name and identifiers, and keep it current. We are entitled to rely on information you submit.

3.2 Authorized Users. You may permit Authorized Users to use the Services on your behalf. You will: (a) ensure each Authorized User is identified by legal name and holds unique Credentials; (b) ensure each accepts the Authorized User Terms; (c) train your Workforce on this Agreement and applicable law and ensure their compliance; (d) promptly disable access for any person whose employment or authorization ends; and (e) take appropriate action against any member of your Workforce who violates this Agreement. You are responsible for all acts and omissions of your Authorized Users and for all activity under your Organization account and Credentials issued to your Workforce.

3.3 Multi-Factor Authentication. The Services support multi-factor authentication ("MFA"). Enabling MFA is at your discretion, and we strongly recommend requiring it for all Authorized Users. You agree to indemnify and hold Sanasign harmless from any unauthorized access to or use of the Services or Customer Data by any third party resulting directly or indirectly from — or which would have been prevented by — your or your Authorized Users' failure to enable and use MFA.

3.4 Credentials. Credentials are personal to the individual to whom they are issued, may not be shared, and may be reset or revoked at any time by us or by your account administrators. You will maintain reasonable safeguards for Credentials and will notify us immediately at [email protected] of any known or suspected compromise. You are responsible for activity under your Credentials until you notify us and we have a reasonable opportunity to act.

3.5 Guest Signers. A Sending Organization may route a Document to a Provider who does not hold an account, via a secure, personal, expiring link. Guest Signers accept the Signer Terms at the time they review and act on a Document. Guest Signers act in their own professional capacity and on behalf of their own organizations, not as your or our agents. If you are a Sending Organization, you are responsible for directing Documents to the correct recipient; we are not responsible for the acts or omissions of any Guest Signer or of any other Organization.

4. Professional Responsibilities

4.1 Clinical Responsibility. All clinical content in the Services is created and controlled by users, not by us. We do not practice medicine, exercise clinical judgment, or determine what care is appropriate, medically necessary, or covered. Templates, prompts, defaults, prior-document carryover, and any automated extraction or suggestion are conveniences to reduce transcription work; they are not a substitute for professional judgment and do not relieve any Provider of the obligation to read what they sign. The Services may also include rules-based or automated guidance — for example, flagging that a plan of care may lack a stated rationale for the services proposed, or noting that a proposed service frequency differs from typical patterns or published guidelines. Any such guidance is informational only; it may be incomplete, inaccurate, or inapplicable to a particular patient; it is not medical advice, a clinical recommendation, or a coverage or coding determination; and it does not establish or modify any standard of care. The decision to act on, modify, or disregard any such guidance rests solely with the Provider and the Organization, exercising their own professional judgment. You are solely responsible for the professional services you provide and for all reliance you place on information in the Services.

4.2 Signatures Are Personal. A signature applied through the Services is attributable to the individual identified as the signer. No one may sign on behalf of another person, and no one may permit another person to sign on their behalf. Delegating preparation or review to staff is expected; delegating the signature itself is prohibited.

4.3 Electronic Signatures. Signatures captured through the Services are electronic signatures within the meaning of the federal ESIGN Act and the Uniform Electronic Transactions Act as adopted in the applicable state, and you agree they have the same legal effect as handwritten signatures. We capture and retain the signer's identity, the date and time of signature, and an audit record of the actions leading to it. The Services are designed to support the signature and documentation requirements applicable to orders and certifications for care in the home, including 42 C.F.R. § 424.22 and applicable CMS program manuals; however, we do not warrant that any Document satisfies the requirements of any payer, regulator, accreditor, or surveyor, or that any claim will be paid. Responsibility for compliance with Medicare, Medicaid, state law, payer contracts, and your own policies remains solely yours.

4.4 Compliance with Law. You are solely responsible for ensuring that your use of the Services complies with applicable law, including laws governing the privacy and security of health information, record retention, and the conditions of participation and payment applicable to your programs. We offer no assurance that your use of the Services complies with any law applicable to you, and nothing in the Services is legal, regulatory, coding, or reimbursement advice.

4.5 If You Are a Sending Organization. You are responsible for: (a) the accuracy and completeness of Documents you prepare; (b) directing each Document to the correct Provider and practice, and confirming the recipient's identity and authority before sending; (c) obtaining all consents and authorizations required to disclose the information in a Document to its recipients; and (d) confirming that the person who signed had authority to do so before relying on the signature.

4.6 If You Are a Signing Practice. Your Providers are responsible for reviewing each Document before signing and are solely responsible for the content of Documents they sign. Signing through the Services is the same act as signing on paper: an attestation that the signer has reviewed the Document, that its content is accurate to the best of the signer's knowledge, and that the signer is the Provider ordering or certifying the care described. You and your Providers may use information received through the Services only for treatment, payment, and health care operations, and only for patients with whom a treatment relationship or other permitted basis exists.

4.7 Directory. The Services include a directory of Providers and practices, assembled from public registries and user-supplied information, so Documents reach the right recipient. A listing is not an endorsement or a representation about licensure, credentials, or willingness to sign. If you are listed and your information is inaccurate, you may correct it in the application or by writing to [email protected].

4.8 Specially Protected Information. Some information is subject to protections beyond HIPAA, including substance use disorder records under 42 C.F.R. Part 2, and state laws governing behavioral health, HIV, genetic, and reproductive health information. You are solely responsible for ensuring that any such information may lawfully be disclosed through the Services to the recipients you designate, and for obtaining any required consents.

5. Customer Data

5.1 Ownership. As between the parties, you own Customer Data. We claim no ownership of it.

5.2 License to Sanasign. You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, reformat, and process Customer Data as necessary to provide, secure, support, maintain, and improve the Services, to transmit Documents to the recipients you designate, and to comply with law. Our use and disclosure of Protected Health Information is further governed by the BAA, which controls as to that information. We will not sell identifiable Customer Data — including identifiable information about your Organization, your Workforce, or any patient — to any third party.

5.3 De-Identified Data. We may create De-Identified Data from Customer Data in accordance with the BAA and use and disclose it to operate, evaluate, and improve the Services (including developing and training the automated features of the Services) and to produce aggregated benchmarks and industry statistics that do not identify you or any patient. We will not attempt to re-identify De-Identified Data and will require the same of anyone who receives it.

5.4 Templates. If the Services permit you to create reusable templates or order sets and you elect to share a template with Sanasign, you grant us a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, modify, and distribute that template in connection with the Services, without attribution or compensation. Templates you do not elect to share remain Customer Data.

5.5 Feedback. If you provide suggestions or feedback about the Services, we may use them without restriction or obligation. Do not include Protected Health Information in feedback.

5.6 Aggregated Usage Data. We may collect and use aggregated and anonymized usage statistics (feature use, workflow timing, volumes) to operate, improve, and market the Services, provided they do not identify you, your Workforce, or any patient.

6. Fees

6.1 Fees. You will pay the fees set forth in Sanasign's published pricing terms as in effect at the time of your subscription or renewal, unless a signed Order Form or other written agreement between the parties provides otherwise, in which case that document controls. Fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes on our net income.

6.2 Complimentary Access. We may provide some or all of the Services without charge ("Complimentary Access"). We may convert Complimentary Access to paid access on at least thirty (30) days' written notice, and you may terminate rather than convert.

6.3 Invoicing; Disputes; Nonpayment. Unless an Order Form provides otherwise, recurring fees are billed in advance and due on receipt. You must raise any invoice dispute in writing within thirty (30) days of the invoice date; undisputed amounts remain payable. We may suspend access for nonpayment that continues ten (10) days after written notice.

7. Term and Termination

7.1 Term. This Agreement takes effect on acceptance and continues until terminated.

7.2 Termination for Convenience. Either party may terminate this Agreement on thirty (30) days' written notice.

7.3 Termination for Cause. Either party may terminate on written notice if the other materially breaches this Agreement and fails to cure within thirty (30) days of notice. We may suspend or terminate immediately, on notice, if: (a) you or any of your Providers or Authorized Users is excluded from participation in any federal or state health care program, or loses a license or credential necessary to their role; (b) we determine that continued access presents a risk to the security, integrity, or lawful operation of the Services or to any patient's information; (c) a finding or stipulation that you violated privacy or security laws is entered in any proceeding; (d) you become insolvent or subject to bankruptcy or receivership proceedings not dismissed within sixty (60) days; or (e) required by law. The BAA has its own cure and termination provisions, which control as to the BAA.

7.4 Effect of Termination; Data Export. On termination: (a) your right to access the Services ends and you will cease all use; (b) you will pay all accrued fees; and (c) for sixty (60) days following the effective date of termination, we will make Customer Data — including Completion Packages and Documents — available for export in a commercially reasonable electronic format at no charge. After that window, we will return or destroy Protected Health Information in accordance with the BAA and may delete remaining Customer Data, subject to retention required by law and to backup copies pending routine deletion. The Services are not your system of record; export continuously, not just at termination.

7.5 Survival. Sections 1, 2.4, 4, 5, 7.4, 7.5, 8, 9 (as to uses before opt-out), 11–15, and the BAA's surviving provisions survive termination.

8. Confidentiality

Each party will protect the other's non-public business, technical, and financial information disclosed under this Agreement with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisors bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was lawfully known without restriction, is independently developed, or is lawfully received from a third party, and disclosure may be made as required by law with prompt notice where lawful. Customer Data is your confidential information; the Services, their documentation, and non-public information about them are ours. Protected Health Information is governed by the BAA, not this Section.

9. Publicity

You grant us the right to identify your Organization by name and logo as a Sanasign customer on our website and in marketing materials. You may revoke this right at any time by written notice to [email protected], and we will discontinue new uses within thirty (30) days.

10. Insurance

You will maintain, with reputable insurers, the general liability, errors and omissions, and professional liability insurance customarily carried by organizations engaged in your business, covering the term of this Agreement.

11. Warranties; Disclaimers

11.1 Mutual. Each party represents that it has the power and authority to enter into and perform this Agreement, and that its performance will not violate any law or agreement binding on it.

11.2 Yours. You represent and warrant that: (a) you have the right to submit Customer Data to the Services and to direct its transmission to the recipients you designate, and that doing so does not violate HIPAA, any other law, or any third party's rights; (b) you have obtained all required consents and authorizations; (c) neither you nor any of your Workforce providing services in connection with the Services is excluded, debarred, or sanctioned under any federal or state health care or procurement program, and you will notify us within two (2) business days if that ceases to be true; and (d) all registration information you provide is accurate and current.

11.3 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SANASIGN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DOCUMENT OR NOTIFICATION WILL BE DELIVERED, OPENED, OR ACTED ON; THAT ANY PROVIDER WILL SIGN ANY DOCUMENT; OR THAT ANY DOCUMENT WILL BE ACCEPTED BY ANY PAYER, REGULATOR, ACCREDITOR, OR SURVEYOR. WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF ANY OTHER ORGANIZATION OR USER OF THE SERVICES, INCLUDING THE CONTENT THEY CREATE, THE DOCUMENTS THEY SEND, OR THE SIGNATURES THEY APPLY.

12. Indemnification

12.1 By You. You will defend, indemnify, and hold harmless Sanasign and its officers, directors, employees, and agents from any third-party claim, and resulting losses, penalties, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data, including any claim that it was submitted or disclosed without authority; (b) your or your Workforce's use of the Services in violation of this Agreement or law; (c) any clinical decision, order, certification, or signature made or applied by you or your Providers, and any claim relating to patient care or outcomes; (d) unauthorized access resulting from failure to enable MFA as described in Section 3.3; and (e) the actions of any person using Credentials issued to you or your Workforce.

12.2 By Sanasign. We will defend you against any third-party claim that the Services, as provided by us and used in accordance with this Agreement, infringe a U.S. copyright, trademark, or trade secret, and will pay resulting damages finally awarded or agreed in settlement. If such a claim is likely, we may modify the Services, procure the right to continue, or terminate the affected Services with a refund of prepaid, unused fees. We have no obligation for claims arising from Customer Data, combinations with items not provided by us, modifications not made by us, or use in violation of this Agreement. This Section states our entire liability and your exclusive remedy for infringement.

12.3 Procedure. The indemnified party must give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party, provided no settlement imposing non-monetary obligations on the indemnified party may be made without its consent.

13. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, DELAYED OR DENIED REIMBURSEMENT, CLAIM DENIALS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

SANASIGN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED: (A) FOR CLAIMS ARISING FROM PAID SERVICES, THE FEES ACTUALLY PAID BY YOU FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) FOR CLAIMS ARISING FROM COMPLIMENTARY ACCESS OR ANY OTHER SERVICES PROVIDED WITHOUT CHARGE, FIVE HUNDRED U.S. DOLLARS (US $500).

THE REIMBURSEMENT OBLIGATION IN SECTION 3 OF THE BAA IS SUBJECT TO THIS SECTION. THESE LIMITATIONS ALLOCATE RISK BETWEEN THE PARTIES AND ARE REFLECTED IN OUR PRICING; THEY APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

14. Dispute Resolution; Arbitration; Governing Law

14.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. This Section 14 is governed by the Federal Arbitration Act.

14.2 Informal Resolution First. Before filing an arbitration or lawsuit, the complaining party will send the other a written description of the dispute and the relief sought (to us: [email protected]; to you: your account email), and the parties will attempt in good faith to resolve it for sixty (60) days. This is a condition precedent to filing, and limitations periods are tolled while it runs.

14.3 Agreement to Arbitrate. Except as provided in Section 14.6, any dispute arising out of or relating to this Agreement, the Services, or the relationship between the parties — including formation, interpretation, breach, termination, and enforceability — will be resolved by final and binding arbitration, not in court. Each party gives up the right to sue in court and the right to a jury trial for covered claims.

14.4 Procedure. Arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or Streamlined Rules where JAMS determines they apply) in effect at filing. The number of arbitrators will be determined under the applicable JAMS rules, and the arbitrator(s) will be appointed under those rules; each arbitrator must be a retired judge or an attorney with substantial commercial or healthcare-technology experience. The seat is San Francisco, California; proceedings may be conducted remotely or on written submissions where reasonable. The arbitrator has exclusive authority over arbitrability, except that a court decides the enforceability of Section 14.5. The arbitrator may award only relief available to the individual party under law, in a written, reasoned award; judgment may be entered in any court of competent jurisdiction. Fees are governed by the JAMS rules and fee schedule; each party bears its own attorneys' fees unless applicable law provides otherwise. The parties will keep the arbitration confidential except as necessary to enforce or challenge the award, comply with law, or inform insurers and advisors.

14.5 Class Action Waiver. Arbitration is individual only. Each party waives any right to bring or participate in any class, collective, consolidated, or representative proceeding, in arbitration or court. This waiver does not sever: if it is found unenforceable as to a claim, Sections 14.3–14.4 and 14.7 do not apply to that claim, which will proceed in court under Section 14.8; under no circumstances will any arbitration proceed on a class or representative basis.

14.6 Claims Not Covered. Either party may bring in court: an individual small-claims action; a claim for temporary or preliminary equitable relief to protect intellectual property, Confidential Information, or the security or integrity of the Services (without posting a bond); a claim the claimant elects to bring in court under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act; and any claim law makes non-arbitrable.

14.7 Coordinated Filings. If twenty-five (25) or more demands raising substantially similar claims are filed against Sanasign by or with coordinated counsel, the parties will ask JAMS to administer them in batches of up to fifty (50), each before a single arbitrator with one set of fees per batch, cooperating in good faith on bellwether selection; limitations periods are tolled for demands awaiting a batch.

14.8 Court Claims; Jury Waiver. For any claim not subject to arbitration, the state and federal courts in the City and County of San Francisco, California have exclusive jurisdiction, and each party consents to their jurisdiction and waives objections to venue. To the fullest extent permitted by law, each party waives trial by jury. The prevailing party in any such proceeding may recover its reasonable attorneys' fees and costs where permitted by law.

14.9 Opt-Out. You may opt out of Sections 14.3–14.5 and 14.7 within thirty (30) days after first accepting this Agreement by emailing [email protected] with subject "Arbitration Opt-Out," identifying your Organization and the accepting individual, and stating that you decline to arbitrate. Opting out affects nothing else in this Agreement and will not affect your access to the Services.

14.10 Changes; Survival. Amendments to this Section 14 do not apply to disputes for which notice under Section 14.2 was given, or a proceeding filed, before the amendment's effective date. This Section survives termination.

15. General

15.1 Order of Precedence. In a conflict, the order of precedence is: (1) a signed Order Form; (2) the BAA, as to Protected Health Information; (3) this Agreement; (4) the Terms of Use; (5) the Privacy Policy.

15.2 Amendments. We may update this Agreement on written notice (email or in-application). For changes that materially affect your rights or obligations, we will give at least thirty (30) days' notice before the change takes effect, and you may terminate this Agreement before the effective date rather than accept. Continued use after the effective date constitutes acceptance. Changes necessary to comply with law may take effect as the law requires.

15.3 Notices. We may give notice by email to your account email, in the application, or by mail. You may give notice to [email protected] or by mail to Sanasign, Inc., Attn: Legal, at Sanasign's principal business address as published on the Site or on file with the California Secretary of State.

15.4 Assignment. You may not assign this Agreement without our written consent, except to a successor in connection with the sale, transfer, or reorganization of substantially all of the practice or business to which it relates, with written notice to us. We may assign this Agreement in connection with a merger, acquisition, financing, reorganization, or sale of assets, or by operation of law.

15.5 Miscellaneous. The parties are independent contractors. No waiver is effective unless in writing, and no waiver of one breach waives another. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder stands. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. Except as expressly stated (including Section 12), there are no third-party beneficiaries. Except for claims under the BAA, claims to collect unpaid fees, and claims for infringement of our intellectual property, no claim arising out of this Agreement may be brought more than one (1) year after it accrued. You consent to transact electronically, and electronic acceptance and records satisfy any writing requirement. This Agreement, with its Exhibits, any Order Form, the Authorized User Terms, the Signer Terms, the Terms of Use, and the Privacy Policy, is the entire agreement regarding the Services and supersedes prior understandings on the subject.

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Exhibit A: Business Associate Agreement — published at www.sanasign.com/baa and incorporated into this Agreement by reference. Your acceptance of this Agreement constitutes execution of the BAA.

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Sanasign, Inc. · [email protected]