Master Services Agreement

This Master Services Agreement (the “Agreement”) is entered into by and between Alpyne Labs, Inc., a Delaware corporation (“Alpyne Labs” or “Company”), and the customer identified in the applicable acceptance process or Order Form (“Customer”). Alpyne Labs and Customer are each referred to herein as a “Party” and collectively as the “Parties.”

1. Definitions

“Account” means the user account created by or for Customer to access and use the Service.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

“Aggregated Data” means data derived from Customer Data that has been combined with data from other sources such that the resulting data does not identify Customer, its Authorized Users, or any individual.

“Agreement” means this Master Services Agreement together with any applicable Order Forms, the Privacy Policy, the Business Associate Agreement, and any exhibits, appendices, schedules, or attachments, and any amendments attached hereto or hereafter attached by mutual written agreement of the Parties.

“Anonymized Data” means data derived from Customer Data that has been de-identified in accordance with applicable standards such that the data does not reasonably identify Customer, its Authorized Users, or any individual, taking into account reasonably available means of re-identification.

“Authorized Users” means Customer's Affiliates, employees, vendors, partners, consultants, contractors, agents, or other third parties whom Customer has authorized to access and use the Service on Customer's behalf.

“Business Associate Agreement” or “BAA” means the business associate agreement between Alpyne Labs and Customer governing the handling of Protected Health Information, which is incorporated into this Agreement by reference and available at alpynelabs.com/legal/baa.

“Confidential Information” means non-public information disclosed under this Agreement or an Order Form designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary by the disclosing party. Confidential Information of Alpyne Labs includes the terms and conditions of this Agreement (but not the existence thereof), all trade secrets, software, source code, object code, specifications, documentation, business plans, customer lists and other customer-related information, financial information, proposals, product roadmaps, and the results of testing and benchmarking of the Service. Information will not be considered Confidential Information to the extent that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; or (iv) has been independently developed by one party without reference to any Confidential Information of the other.

“Customer Data” means electronic data, information, or content (including Protected Health Information) that is collected, processed, submitted, or stored by Customer or its Authorized Users through Customer's use of the Service.

“Documentation” means the applicable Service documentation and usage guidelines, as updated by Alpyne Labs from time to time.

“Feedback” means suggestions, ideas, enhancement requests, recommendations, or other information provided by Customer relating to the Service. Feedback does not include any pre-existing intellectual property of Customer.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act), and the related regulations promulgated by the U.S. Department of Health and Human Services.

“Order Form” means the document or online order executed by the Parties which incorporates by reference the terms of this Agreement and describes order-specific information, including a description of Services ordered, fees, subscription term, and any additional or modified terms applicable to such Services.

“Output” means the results produced by the Service in response to inputs, including results generated through artificial intelligence models or by personnel of Alpyne Labs or its contractors.

“Privacy Policy” means Alpyne Labs' privacy policy governing the collection and use of information in connection with the Service, available at alpynelabs.com/legal/privacy-policy and incorporated herein by reference.

“Protected Health Information” or “PHI” has the meaning given to the term “protected health information” in 45 C.F.R. Sections 164.501 and 160.103, limited to the information created, received, or processed by Alpyne Labs from or on behalf of Customer.

“Service” means the software-as-a-service administrative assistance platform provided by Alpyne Labs, including the web application, Chrome extension, and related services, which may encompass insurance credentialing and attestations, eligibility verification and benefits checks, prior authorization management, claims submission and billing support, denial management and appeals, scheduling and intake coordination, clinical documentation assistance, and other practice management services, as made available to Customer and described in the Documentation.

“Subscription” means a limited right to access and use the Service for the duration and up to the usage capacity purchased by Customer under an Order Form.

2. Purpose and Scope

2.1 Purpose

This Agreement establishes the general terms and conditions governing Alpyne Labs' provision of the Service to Customer. Additional terms applicable to specific Services or pricing may be set forth in an Order Form executed by the Parties.

2.2 Incorporation of Order Forms

Customer may purchase Services or expand the scope of Services granted under an Order Form upon the mutual execution of a new or amended Order Form. Each Order Form shall be deemed incorporated into and governed by the terms of this Agreement.

2.3 Order of Precedence

To the extent any terms and conditions of this Agreement conflict with the terms of an Order Form, the Business Associate Agreement, the Privacy Policy, or any other document incorporated herein, the documents shall control in the following order: (i) Order Forms bearing the most recent execution date; (ii) the Business Associate Agreement with respect to matters concerning Protected Health Information; (iii) this Master Services Agreement; and (iv) the Privacy Policy and any other documents expressly incorporated herein by reference.

3. Business Associate Agreement; Protected Health Information

3.1 Incorporation and Mandatory Acceptance

The Business Associate Agreement is incorporated into this Agreement by reference and constitutes an integral component of this Agreement. By accepting this Agreement, whether through electronic acceptance, execution of an Order Form, or use of the Service, Customer simultaneously accepts and agrees to be bound by the Business Associate Agreement.

3.2 HIPAA Compliance

The Service is designed to facilitate Customer's compliance with HIPAA when used in accordance with this Agreement, the Business Associate Agreement, and applicable law. Alpyne Labs maintains administrative, technical, and physical safeguards designed to protect Protected Health Information in accordance with the requirements of the HIPAA Security Rule and the terms of the Business Associate Agreement.

3.3 Handling of Protected Health Information

All Protected Health Information submitted to or processed through the Service shall be handled in accordance with the Business Associate Agreement. Alpyne Labs personnel, including certified medical billing professionals and other trained staff, may access Protected Health Information to the extent necessary to perform the Service, provide support, and fulfill Alpyne Labs' obligations under this Agreement. All such personnel are subject to confidentiality obligations and training regarding the handling of Protected Health Information under HIPAA and the Business Associate Agreement.

3.4 Conflicts Regarding Protected Health Information

In the event of any conflict between the terms of this Agreement and the Business Associate Agreement with respect to the collection, use, disclosure, storage, security, or other handling of Protected Health Information, the terms of the Business Associate Agreement shall control.

4. Service Access and Use

4.1 Service Access

Subject to Customer's compliance with this Agreement and the Business Associate Agreement, and upon Customer's purchase of a Subscription under an Order Form, Alpyne Labs will provide Customer with access to the Service for the duration of the Subscription and in accordance with the terms set forth herein. Customer is responsible for implementing the Service within its systems and environment, including technical integration with Customer's electronic health record systems and other third-party platforms.

4.2 Eligibility and Account Registration

Customer must be a licensed or pre-licensed mental health professional, practice manager, or authorized representative of a mental health practice to use the Service. Customer agrees to provide accurate, complete, and current information when creating an Account and to promptly update such information as necessary to maintain its accuracy. Customer represents and warrants that it has the authority to bind the entity on whose behalf it is accepting this Agreement.

4.3 Account Security and Authorized Users

Customer is solely responsible for maintaining the confidentiality of its Account credentials and for all activities that occur under its Account. Customer shall ensure that access to the Service is limited to Authorized Users and shall implement reasonable measures to prevent unauthorized access. Customer shall promptly notify Alpyne Labs in writing of any suspected or actual unauthorized use of its Account or any other breach of security. Alpyne Labs has no obligation to verify the identity of any person who gains access to the Service by means of Customer's Account credentials. Customer shall be solely responsible for the acts and omissions of its Authorized Users, and any breach of this Agreement by an Authorized User shall be deemed a breach by Customer.

4.4 License Grant

Subject to the terms and conditions of this Agreement, Alpyne Labs grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription term solely for Customer's internal business purposes. The rights granted hereunder extend to Authorized Users who access and use the Service on behalf of Customer, and Customer shall remain liable for all acts and omissions of such Authorized Users.

4.5 Use Restrictions

Customer agrees to use the Service exclusively for lawful purposes and in accordance with this Agreement, the Documentation, and all applicable laws, regulations, and professional standards. Customer shall not, and shall not permit any Authorized User or third party to: (a) make the functionality of the Service available to any third party through any means; (b) use any automated tool to access, monitor, or copy any portion of the Service; (c) rent, lease, or sublicense access to the Service; (d) circumvent, disable, or otherwise interfere with security-related features of the Service; (e) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service, except to the extent such restriction is prohibited by applicable law; (f) modify, adapt, translate, or create derivative works based on the Service; (g) remove, alter, or obscure any proprietary notices on the Service; (h) use the Service in any manner that could damage, disable, overburden, or impair Alpyne Labs' servers or networks; (i) attempt to gain unauthorized access to any portion of the Service; (j) use the Service to transmit any content that is unlawful, harmful, threatening, abusive, or otherwise objectionable; (k) use the Service to transmit any malicious code; (l) use the Service in violation of any professional licensing requirements; or (m) use the Service to engage in any fraudulent activity.

4.6 Responsibility for Customer Data

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations to provide Customer Data to Alpyne Labs for processing in accordance with this Agreement and the Business Associate Agreement.

4.7 Third-Party Dependencies

The Service integrates with and relies upon third-party systems, including electronic health record platforms, insurance payor portals, and other external services. Alpyne Labs does not control such third-party systems and makes no representations or warranties regarding their availability, functionality, accuracy, or performance.

5. Proprietary Rights and Data Use

5.1 Alpyne Labs Intellectual Property

As between the Parties, Alpyne Labs and its licensors retain all right, title, and interest in and to the Service and all intellectual property rights therein. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

5.2 Customer Data Ownership

As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants to Alpyne Labs a limited, non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and otherwise process Customer Data solely to the extent necessary to provide the Service, fulfill Alpyne Labs' obligations under this Agreement and the Business Associate Agreement, prevent or address technical or security issues, and comply with applicable law.

5.3 Aggregated and Anonymized Data

Alpyne Labs may create Aggregated Data and Anonymized Data from Customer Data and may use such data during and after the term of this Agreement for its own business purposes, including operating, analyzing, improving, and marketing the Service, developing new products and services, and conducting research, provided that such data does not identify Customer, its Authorized Users, or any individual. Customer may opt out of Alpyne Labs' use of Anonymized Data derived from Customer Data for purposes of improving artificial intelligence models and algorithms by providing written notice to Alpyne Labs at info@alpynelabs.com.

5.4 Feedback

Customer may from time to time provide Feedback to Alpyne Labs. Customer hereby grants to Alpyne Labs a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback in any manner and for any purpose, without any obligation to provide attribution or compensation to Customer.

5.5 Confidential Information

Each Party agrees that it shall not use the Confidential Information of the other Party except as permitted under this Agreement and shall not disclose such Confidential Information to any third party except to its Affiliates, employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or expiration of this Agreement, or upon the disclosing party's written request, the receiving party shall return or destroy all Confidential Information of the disclosing party in its possession.

6. Data Privacy and Security

6.1 Privacy Policy

Alpyne Labs' collection, use, and disclosure of information in connection with the Service is governed by the Privacy Policy, which is incorporated into this Agreement by reference.

6.2 Security Measures

Alpyne Labs shall implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction. Such safeguards shall comply with the requirements of the HIPAA Security Rule with respect to Protected Health Information.

6.3 Data Retention and Deletion

Alpyne Labs shall retain Customer Data for the duration of the Subscription term and thereafter as necessary to fulfill its obligations under this Agreement and the Business Associate Agreement, comply with legal and regulatory requirements (including medical billing records retention requirements that may extend up to seven years or longer), resolve disputes, enforce this Agreement, and maintain reasonable backup and archival copies.

7. Fees and Payment

7.1 Fees

Customer shall pay to Alpyne Labs all fees specified in the applicable Order Form or as otherwise agreed in writing between the Parties.

7.2 Payment Terms

Unless otherwise specified in an Order Form, fees for Subscriptions are payable in advance on a monthly or annual basis as selected by Customer. Payment shall be due within thirty (30) days of the invoice date.

7.3 Subscription Fees and Auto-Renewal

Subscriptions shall automatically renew for successive terms equal to the initial Subscription term (or one year, if shorter) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.4 Non-Refundable Fees

Except as expressly provided in this Agreement or as required by applicable law, all fees paid are non-refundable.

7.5 Free Trial

Alpyne Labs may make the Service available on a trial basis at no charge for a limited period. The trial period shall automatically convert to a paid Subscription at the end of the trial period unless Customer cancels prior to such conversion.

7.6 Taxes

All fees are exclusive of any taxes, duties, levies, tariffs, or other governmental charges. Customer is responsible for payment of all such taxes, excluding only taxes based on Alpyne Labs' net income.

7.7 Late Payment

If Customer fails to make any payment when due, Alpyne Labs may charge interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, and may suspend Customer's access to the Service.

7.8 Disputed Invoices

Customer shall notify Alpyne Labs of any disputed charges within thirty (30) days of the invoice date. The Parties shall work together in good faith to resolve any invoice disputes.

7.9 Changes to Fees

Alpyne Labs may change the fees for the Service upon thirty (30) days' prior written notice to Customer.

8. Representations and Warranties

8.1 Mutual Representations

Each Party represents and warrants that it is duly organized, validly existing, and in good standing, and has the full right, power, and authority to enter into this Agreement.

8.2 Alpyne Labs Warranties

Alpyne Labs represents and warrants that the Service, when used in accordance with this Agreement and the Documentation, will perform materially in accordance with the Documentation, and that Alpyne Labs will perform the Service in a professional and workmanlike manner consistent with industry standards.

8.3 Customer Warranties

Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations to provide Customer Data to Alpyne Labs, and that Customer's use of the Service complies with all applicable laws, regulations, and professional standards.

8.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ALPYNE LABS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALPYNE LABS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALPYNE LABS DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE SERVICE DOES NOT PROVIDE MEDICAL, CLINICAL, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.

9. Indemnification

9.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Alpyne Labs from any third-party claims arising out of or relating to Customer Data, Customer's use of the Service in violation of this Agreement, or Customer's violation of any law or third-party rights.

9.2 Alpyne Labs Indemnification

Alpyne Labs shall defend, indemnify, and hold harmless Customer from any third-party claim that the Service infringes such third party's United States patent, copyright, or trademark rights.

9.3 Remedies for Infringement Claims

If the Service becomes the subject of an infringement claim, Alpyne Labs may procure the right to continue using the Service, replace or modify the Service, or terminate this Agreement and refund prepaid fees on a pro rata basis.

9.4 Indemnification Procedures

Indemnification obligations are contingent upon prompt written notice, sole control over defense and settlement, and reasonable cooperation.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION.

10.2 Cap on Liability

ALPYNE LABS' TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.3 Exceptions to Limitations

These limitations shall not apply to indemnification obligations, Customer's payment obligations, breach of confidentiality, gross negligence or willful misconduct, or liabilities that cannot be limited by applicable law.

10.4 Basis of the Bargain

Customer acknowledges that the fees reflect the allocation of risk set forth in this Agreement and that Alpyne Labs would not enter into this Agreement in the absence of such limitations.

11. Term and Termination

11.1 Term of Agreement

This Agreement shall commence on the date Customer first accepts this Agreement and shall continue until all Subscriptions have expired or been terminated.

11.2 Subscription Term

Each Subscription shall commence and continue for the term specified in the applicable Order Form, with automatic renewal unless either Party provides thirty (30) days' written notice of non-renewal.

11.3 Suspension

Alpyne Labs may suspend Customer's access to the Service upon written notice if Customer breaches use restrictions or confidentiality obligations, fails to pay fees, or if Alpyne Labs reasonably believes Customer's use violates applicable law.

11.4 Termination for Cause

Either Party may terminate this Agreement if the other Party materially breaches and fails to cure within thirty (30) days following written notice, or upon insolvency of the other Party.

11.5 Effect of Termination

Upon termination, all rights and licenses granted to Customer cease, Customer shall cease all use of the Service, and all fees owed become immediately due and payable. Alpyne Labs shall handle Protected Health Information in accordance with the Business Associate Agreement. Sections 5, 6.3, 7, 8.4, 9, 10, 11, and 12 shall survive termination.

12. General Provisions

12.1 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Washington, without giving effect to its conflict of laws principles.

12.2 Dispute Resolution

Disputes shall first be subject to good faith negotiation. Unresolved disputes shall be resolved by binding arbitration administered by the American Arbitration Association in King County, Washington.

12.3 Class Action Waiver

EACH PARTY AGREES THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.

12.4 Entire Agreement

This Agreement, together with the Business Associate Agreement, the Privacy Policy, and any Order Forms, constitutes the entire agreement between the Parties and supersedes all prior agreements.

12.5 Order Forms and Precedence

In the event of any conflict between this Agreement and an Order Form, the Order Form shall control solely with respect to the specific Services addressed therein.

12.6 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.7 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship.

12.8 Notices

All notices shall be in writing and shall be deemed given when delivered by hand, by overnight courier, by email, or on the third day after mailing by certified mail. Notices to Alpyne Labs shall be sent to info@alpynelabs.com.

12.9 Waiver

No waiver by either Party of any breach shall be deemed a waiver of any preceding or subsequent breach.

12.10 Severability

If any provision is held invalid, the remaining provisions shall continue in full force and effect.

12.11 Force Majeure

Neither Party shall be liable for failures caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, governmental actions, utility failures, or failures of third-party service providers.

12.12 Export Compliance

Customer shall comply with all applicable export and import laws and regulations.

12.13 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures shall have the same force and effect as original signatures.

12.14 Third-Party Beneficiaries

This Agreement does not confer any rights upon any person or entity other than the Parties.

12.15 Interpretation

Headings are for convenience only. The terms “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.”

13. Acceptance

For Electronic Acceptance (Clickthrough)

By clicking “I Accept,” checking the acceptance box, or otherwise indicating acceptance in the applicable interface, Customer acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Master Services Agreement, the Business Associate Agreement, and the Privacy Policy.