These Terms of Service and Use (“Terms”) govern your (“End User”) access to and use of the Patient Reach 360 ("PR360") scheduling, marketing, lead generation, self-booking, and customer engagement services. By accessing, using, enrolling in, or participating in any PR360 services, platform, website, questionnaire, scheduling tool, self-booking system, or related technology, you agree to be bound by these Terms.

1. RECITALS

a. PR360 operates a proprietary patient acquisition and appointment generation platform through which qualified prospective leads are matched with participating End Users and Providers.

b. End User desires to participate in PR360's patient acquisition, lead generation, qualification, customer engagement, and appointment scheduling services.

c. End User desires to use the PR360 Platform and Services in accordance with the terms and conditions set forth in these Terms; and

d. PR360 owns and controls one or more websites and offers a suite of Services to help End User generate customer PR Leads; and

e. End User desires to use certain Services, in addition to the PR360 Platform and Services offered by PR360 to help generate customer PR Leads for their business.

f. PR360 provides marketing and customer engagement services for healthcare providers and facilities, including but not limited to: (a) Spinal Cord Stimulation ("SCS") services; (b) Embolization services; (c) Other healthcare service lines supported by PR360 from time to time.

g. Nothing contained in these Terms shall be construed as creating a fiduciary relationship, partnership, agency, franchise, joint venture, employment relationship, or other special relationship between PR360 and End User.

2. MEDICAL DISCLAIMER

a. PR360 is a marketing, lead generation, customer engagement, scheduling, and technology services company. PR360 does not practice medicine, provide healthcare services, diagnose medical conditions, recommend treatment, prescribe medications, provide medical advice, or make clinical decisions.

b. All medical services are provided solely by the healthcare provider, physician, medical practice, or facility utilizing PR360's services ("Provider"). Any communications, information, questionnaires, appointment requests, scheduling assistance, or customer engagement services provided by PR360 are administrative and non-clinical in nature.

c. Provider solely responsible for determining medical necessity, accepting or rejecting leads as patients, insurance verification and treatment decisions.

d. Nothing contained within PR360's services, software, websites, communications, advertisements, questionnaires, AI-enabled systems, scheduling platforms, or customer engagement tools shall be construed as establishing a physician-patient relationship between PR360 and any individual. Any physician-patient relationship exists solely between the Provider and the patient.

3. PLATFORM PRODUCTS AND SERVICES.

a. Definitions.

1. "Initial Credit" means the prepaid amount deposited by End User to purchase PR360's marketing, advertising, campaign management, customer engagement, lead generation, qualification, scheduling support, and related Services. The Initial Credit shall be reduced as qualifying lead generation services are performed by PR360.

2. “Initial Credit Program” means PR360's prepaid lead generation and feasibility assessment program under which End User prepays an Initial Credit that is depleted through the delivery of qualifying leads rather than through recurring monthly invoices.

3. “Qualifying Lead” means a prospective patient who satisfies PR360's then-current qualification criteria, including questionnaire completion, geographic eligibility, desired service line, and any other qualification standards established by PR360 in its sole discretion. A Qualifying Lead does not guarantee appointment scheduling, insurance eligibility, medical necessity, treatment candidacy, procedure completion, patient acceptance, or revenue generation.

4. “Remaining Credit Balance” means the portion of the Initial Credit that has not yet been applied toward qualifying lead generation services.

5. “Commercially Reasonable Efforts” means the level of effort and business judgment that a reasonably prudent provider of comparable marketing and lead generation services would exercise under similar circumstances, taking into account market conditions, advertising performance, available technology, costs, regulatory requirements, and operational considerations.

b. Platform Evolution.

1. End User acknowledges that PR360 continuously develops, improves, modifies, replaces, expands, discontinues, and enhances its software, artificial intelligence systems, questionnaires, workflows, dashboards, reporting tools, lead qualification methodologies, marketing strategies, advertising campaigns, customer engagement processes, service lines, participation models, pricing structures, operational processes, and other aspects of the Services in the ordinary course of business. Such changes shall not constitute a material modification of these Terms or a reduction in Services, provided PR360 continues to provide substantially similar lead generation and marketing services.

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c. Access to PR360 Platform and Services.

1. Access to PR360 Platform and Dashboard. PR360 grants End User a limited, non-exclusive, non-transferable, revocable right during the Term of these Terms to access and use the PR360 Dashboard, reporting tools, patient assessment questionnaires, scheduling systems, customer engagement tools, lead management systems, artificial intelligence-enabled technologies, and related platforms and technology (collectively, the "PR360 Platform") solely for purposes of participating in PR360's lead generation, patient acquisition, qualification, customer engagement, and appointment scheduling services.

2. End User shall use the PR360 Platform only for its internal business purposes and only in connection with the Services provided by PR360. End User shall not lease, sublicense, distribute, sell, assign, transfer, share, provide access to, copy, modify, reverse engineer, decompile, disassemble, reproduce, create derivative works from, or otherwise attempt to exploit the PR360 Platform or any portion thereof except as expressly authorized by PR360 in writing.

3. End User acknowledges and agrees that the PR360 Platform, including all software, source code, object code, questionnaires, workflows, reports, dashboards, databases, algorithms, artificial intelligence systems, automation tools, business methods, marketing systems, content, designs, documentation, and related intellectual property, are proprietary to and exclusively owned by PR360.

4. Nothing contained in these Terms shall be construed as transferring any ownership rights to End User. End User receives only the limited right to access and use the PR360 Platform as expressly provided herein. All rights not expressly granted are reserved by PR360.

5. PR360 may modify, update, suspend, replace, enhance, or discontinue any aspect of the PR360 Platform at any time in its sole discretion, provided that such changes do not materially impair End User's ability to participate in the Services.

d. PR Lead Dashboard.

1. The PR Lead Dashboard (“Dashboard”) is a centralized, proprietary backend platform provided to the End User for efficient management of lead information gathered through patient assessment surveys. This Dashboard securely houses and maintains the unique, proprietary code to the patient assessment software, a digital questionnaire designed to evaluate and determine the position of potential patients within the service line funnel and their readiness for treatment. The Dashboard provides the End User with unlimited embedding capabilities, allowing for the integration of customized questionnaires across multiple platforms as needed. Additionally, End User may create and deploy various versions of the questionnaire, facilitating granular tracking and analysis of patient responses. End User acknowledges and agrees that all information and code contained within the Dashboard are proprietary to PR360 and are provided solely for the licensed use under these Terms. End User shall not, without the express written permission of PR360, share, transfer, delete, or alter any information, code, or content housed within the Dashboard, nor allow any unauthorized access to third parties. PR360 grants End User access to the Dashboard and related reporting tools solely for participation in PR360 Services.

2. The PR360 Dashboard shall serve as the official and controlling record for all Leads, prospective patients, appointments, communications, scheduling activity, reporting, billing, reconciliation, and fee calculations under these Terms. Any information recorded within the PR360 Dashboard shall be presumed accurate unless disputed by End User in writing within fifteen (15) days of notice, report, or invoice referencing such information.

e. PR Lead Generation Services.

PR360’s proprietary program is designed to connect highly vetted PR Leads directly to End User’s business operations. The program employs proprietary algorithms, targeted social media advertising, and real-time data analytics to identify, qualify, and source PR Leads. PR360 shall make commercially reasonable efforts to provide Leads of a high quality to assist End User in improving marketing efficiency, operational effectiveness, and customer acquisition. PR360 agrees to utilize its experience, proprietary systems, technology, marketing expertise, artificial intelligence-enabled tools, and commercially reasonable efforts to identify, qualify, and deliver prospective patients interested in the End User's selected service lines. PR360 shall determine, in its sole discretion, the marketing strategies, advertising methods, lead qualification criteria, questionnaires, campaign pacing, customer engagement processes, scheduling methodologies, and operational workflows utilized in providing the Services. The commercial structure under which such Services are provided shall be governed by the applicable participation model selected by the parties pursuant to Section 7 of these Terms. Services may be provided under (i) an Initial Credit Program, (ii) an Ongoing Scheduled Appointment Program, or (iii) such other pricing or participation model as the parties may mutually agree in writing. PR360 does not guarantee any minimum advertising expenditure, lead volume, appointment volume, campaign duration, monthly delivery schedule, patient conversions, procedures performed, revenue generated, return on investment, or other business outcome.

f. National Pipeline Access.

End User shall also benefit from PR360’s ongoing national and regional marketing initiatives, through which additional Leads may be sourced both in End User’s designated local markets and across the United States. Access to such broader marketing efforts is included as part of the program participation, without additional fees beyond those outlined in these Terms. PR360 makes no representations, warranties, or guarantees, express or implied, regarding the number, quality, accuracy, or conversion potential of any Leads provided. All Leads are provided “as is” without warranty of any kind. End User acknowledges and agrees that the use of any Lead is at End User’s sole risk, and that PR360 shall have no liability for any business outcomes, customer interactions, or financial results arising from or related to the Leads. PR360 reserves the right, in its sole discretion, to modify, update, or discontinue aspects of the Lead sourcing methods or marketing campaigns at any time, provided that such modifications do not materially breach the terms of these Terms.

g. PR Lead Notifications.

The PR360 will provide the End User with qualified PR Leads specifically seeking treatment and potential procedures. These PR Leads are vetted through the PR360's proprietary software, which identifies customers as qualified PR Leads seeking the specified procedures. PR Lead notifications may be sent to the End User either manually, through a weekly email, or via the PR360's automated software integration, which delivers real-time PR Leads directly to the End User. Each End User will be provided with an account that enables access to these PR Leads.

h. Platform Landing Page and SEO.

The End User will be granted an optional custom webpage hosted on the PR360's website platform. This page will contain information on the End User's location and services, as well as a link to the End User's practice website or specific service landing page. The webpage will include landing page search engine optimization (SEO), optimized for search engines to improve visibility within the End User’s local area, aiding the service-specific landing page to rank higher in relevant search results. Additionally, the End User has the option to purchase platform advertisements to gain increased exposure by being featured on PR360’s platform, which will drive traffic to the End User's landing page and enhance local and geographic authority. This webpage may serve as a stand-alone site for the End User, thereby eliminating the need for the End User to invest in a separate service-specific website. Furthermore, the End User’s webpage will also benefit from the enhanced Google ranking of the PR360's parent website, thereby improving its search engine visibility and authority by association with a well-ranked platform.

i.Digital Advertising Campaigns.

As part of the Services, PR360 may develop, implement, manage, and optimize digital advertising, lead generation, customer engagement, and patient acquisition campaigns designed to generate qualified prospective patients and Scheduled Appointments for End User. Such campaigns may utilize search engines, social media platforms, display networks, video platforms, websites, landing pages, email communications, text messaging, artificial intelligence-enabled systems, and other marketing channels selected by PR360 in its sole discretion. PR360 shall determine the strategy, creative content, messaging, targeting criteria, budget allocation, campaign structure, advertising channels, advertising expenditures, budget pacing, algorithm adjustments, qualification methodologies, questionnaire modifications, campaign pauses, scaling decisions, media buying discretion, and optimization methods used in connection with such campaigns. PR360 may modify, pause, expand, reduce, or discontinue any campaign, marketing initiative, advertising channel, or lead generation strategy at any time in its sole discretion to improve performance, efficiency, appointment generation, or overall program effectiveness. PR360 may conduct such marketing and advertising activities at its own expense and risk. End User acknowledges that PR360 makes no representation, warranty, or guarantee regarding the number of leads, inquiries, consultations, Scheduled Appointments, procedures, patients, revenue, profitability, conversion rates, or return on investment that may result from any campaign or marketing activity. Marketing and Advertising Discretion. End User acknowledges and agrees that PR360 shall have sole discretion regarding the design, implementation, management, modification, and operation of all marketing, advertising, lead generation, scheduling, and patient acquisition activities conducted in connection with the Services. PR360 shall not be obligated to maintain any minimum advertising spend, marketing budget, campaign duration, appointment volume, lead volume, or level of marketing activity. The timing, scope, and extent of all marketing efforts shall be determined solely by PR360 based upon business considerations, market conditions, campaign performance, operational requirements, and other factors deemed relevant by PR360. All advertising accounts, campaign data, audience data, creatives, landing pages, marketing assets, call tracking numbers, domains, websites, questionnaires, and related campaign materials developed, utilized, or maintained by PR360 shall remain the exclusive property of PR360.

j. Participation in Models.

PR360 offers multiple participation models designed to accommodate varying business objectives and market conditions. End User acknowledges that participation in one pricing model shall not alter PR360's operational discretion or create any guarantee regarding campaign duration, advertising expenditures, qualifying lead volume, appointment volume, or business results. The specific commercial terms applicable to the End User's participation shall be governed by Section 7 of these Terms.

4. SCHEDULING SERVICE AND AI TECHNOLOGY

a. PR360 may provide appointment scheduling, customer engagement, lead qualification, appointment reminders, follow-up communications, self-booking functionality, and related administrative services through software, automated systems, artificial intelligence-enabled agents ("AI Agents"), customer service representatives, or other technologies.

b. AI Agents and automated systems may communicate with prospective customers or patients for administrative purposes, including responding to general inquiries, collecting information, facilitating appointment requests, scheduling consultations, providing reminders, and following up regarding expressed interest.

c. AI Agents are not healthcare providers and shall not provide medical advice, diagnose conditions, recommend treatment, prescribe medications, or make clinical decisions. End User acknowledges that all clinical communications, treatment decisions, patient acceptance determinations, and medical services remain solely the responsibility of End User.

d. For purposes of these Terms, a "Scheduled Appointment" means a qualified prospective patient who agrees to and is assigned a specific appointment date and time with End User, whether scheduled by PR360, End User, End User's staff, call center personnel, scheduling representatives, self-booking tools, online scheduling systems, AI agents, or any other scheduling method. A Scheduled Appointment shall be deemed generated and billable immediately upon confirmation of the appointment date and time.

5. END USER RESPONSIBLITES

a. End User shall remain solely responsible for responding to leads, appointment requests, customer inquiries, prospective patients, and communications transmitted by PR360.

b. PR360 shall not be responsible for any lost opportunity, reduced conversion rate, missed appointment, lost revenue, or other outcome resulting from End User's failure to timely respond to leads, inquiries, appointment requests, or customer communications.

c. End User shall maintain accurate scheduling availability and promptly notify PR360 of provider schedule changes, provider departures, office closures, holidays, staffing shortages, scheduling restrictions, or other circumstances that may impact appointment availability or patient access.

d. End User shall accurately report to PR360 all appointment outcomes, including completed appointments, cancellations, reschedules, no-shows, and patient dispositions. Such reporting shall be provided upon request and during any reconciliation process required by PR360.

6. NON-CIRCUMVENTION, APPOINTMENT REPORTING, AND AUDIT RIGHTS

a. End User acknowledges that PR360 has invested substantial time, effort, and resources in developing its proprietary marketing systems, lead generation methodologies, patient acquisition processes, customer engagement systems, scheduling workflows, qualification methodologies, questionnaires, software platforms, automation systems, reporting tools, business methods, and AI-enabled technologies (collectively, the "PR360 Systems").

b. During the Term of these Terms and for twelve (12) months thereafter, End User shall not, directly or indirectly, copy, replicate, reverse engineer, reproduce, develop, engage a third party to develop, or otherwise attempt to recreate any material portion of the PR360 Systems, including PR360's workflows, questionnaires, qualification methodologies, marketing processes, scheduling systems, automation tools, reporting systems, business methods, or AI-enabled technologies. End User shall not directly or indirectly circumvent, bypass, avoid, interfere with, or otherwise attempt to deprive PR360 of fees owed in connection with any prospective patient, lead, inquiry, consultation, or Scheduled Appointment generated through PR360's Services. End User shall not engage in any activity designed to divert, conceal, reclassify, delay, manipulate, or otherwise prevent the proper reporting, reconciliation, or billing of Scheduled Appointments.

c. Any prospective patient, lead, inquiry, or other individual initially generated, identified, qualified, contacted, engaged, referred, or otherwise originating through PR360's Services shall be deemed a "PR360-Generated Prospect." Any PR360- Generated Prospect who schedules an appointment with End User within twelve (12) months following such individual's initial interaction with PR360 shall remain subject to the applicable Scheduled Appointment fee, regardless of whether the appointment is scheduled through PR360, End User's staff, a third party, an online scheduling system, or any method outside of the PR360 Dashboard.

d. End User acknowledges that the restrictions contained in this Section are reasonable and necessary to protect PR360's legitimate business interests, proprietary systems, confidential information, goodwill, marketing investments, patient acquisition activities, and appointment generation efforts.

e. End User shall participate in monthly reconciliation of all Scheduled Appointments generated through PR360. The parties shall review Dashboard records, appointment records, scheduling activity, and related information for accuracy. If End User fails to participate in reconciliation or fails to provide requested information within fifteen (15) days of request, the PR360 Dashboard and related PR360 records shall be deemed accurate and accepted for billing purposes.

f. End User shall maintain complete and accurate records relating to all PR360- Generated Prospects, leads, inquiries, consultations, communications, and Scheduled Appointments for a minimum period of three (3) years. Upon reasonable notice, PR360 may review and audit records reasonably necessary to verify Scheduled Appointments, reconcile invoices, investigate circumvention, validate fees owed, and enforce these Terms, including appointment logs, scheduling reports, CRM records, call logs, consultation records, intake records, and related business records.

g. End User shall not remove, alter, reclassify, conceal, delay entry of, delete, cancel and recreate, modify, fail to record, or otherwise manipulate any Lead, prospect, consultation, or Scheduled Appointment record for the purpose of reducing, avoiding, delaying, disputing, or eliminating fees owed to PR360.

h. If an audit reveals intentionally concealed, omitted, manipulated, misclassified, or unreported Scheduled Appointments, End User shall immediately pay all outstanding Scheduled Appointment fees together with interest, audit costs, attorneys' fees, and liquidated damages equal Three (3) times the applicable Scheduled Appointment fees together with all audit costs, collection costs, attorneys' fees, interest, and enforcement expenses. The parties acknowledge that actual damages would be difficult to determine and agree that such amount represents a reasonable estimate of damages.

i. End User shall not deny PR360 access to records on the basis of patient confidentiality, HIPAA, or privacy concerns, provided PR360's review is limited to information reasonably necessary to verify Scheduled Appointments and fees owed.

j. End User acknowledges that accurate recordkeeping is essential to the administration of the Services and the calculation of Scheduled Appointment fees. End User shall maintain complete and accurate records relating to all PR360- generated Leads, prospective patients, inquiries, consultations, Scheduled Appointments, cancellations, reschedules, no-shows, and related communications. If End User fails to maintain such records, refuses to provide such records, destroys records, alters records, withholds records, delays production of records, or otherwise impedes PR360's ability to verify Scheduled Appointments, then the records maintained by PR360, including but not limited to Dashboard records, scheduling records, communication records, call logs, reports, invoices, and reconciliation reports, shall be presumed accurate and controlling for all billing, reconciliation, collection, and enforcement purposes. The burden of disproving the accuracy of such records shall rest solely upon End User.

k. End User shall not avoid, reduce, delay, or circumvent Scheduled Appointment fees by directing, transferring, referring, scheduling, reassigning, or otherwise routing PR360-generated prospects to any affiliated practice, related entity, physician group, management company, hospital, surgery center, partner organization, subsidiary, parent company, employee, contractor, or third party.

l. Any appointment scheduled by a PR360-generated prospect with End User or any affiliated entity, related entity, commonly controlled entity, successor entity, or associated provider within twelve (12) months of the prospect's initial interaction with PR360 shall remain subject to the applicable Scheduled Appointment fee.

m. For purposes of this Section, affiliated entities shall include any entity that directly or indirectly owns, controls, is controlled by, or is under common control with End User.

n. Obligations contained in this Section shall survive the expiration or termination of these Terms.

7. PROGRAM PARTICIPATION, INVOICING, AND PAYMENT TERMS.

a. Participation Models

1. PR360 offers multiple participation models designed to accommodate the needs of different providers, practices, and marketing objectives.

2. Participation models may include, without limitation:

   1. an Initial Credit (Feasibility Study) Program; or

   2. an Ongoing Scheduled Appointment Program.

3. End User may participate in only one participation model at a time unless PR360 expressly agrees otherwise in writing.

4. Unless otherwise expressly stated in writing, the provisions applicable to one participation model shall not automatically apply to the other.

b. Initial Credit Program.

1. The Initial Credit shall remain in effect until the available balance has been fully exhausted through the delivery of qualifying leads. The Initial Credit does not expire based upon the passage of time, and no minimum monthly lead volume or delivery schedule is guaranteed.

2. Upon depletion of the Initial Credit, the parties may review campaign performance, lead quality, market conditions, and business results. Client may, at its sole discretion, elect to deposit an additional lead credit to continue services under mutually agreed terms, or may conclude the feasibility assessment without further obligation.

3. PR360 shall retain sole discretion regarding advertising expenditures, campaign strategy, media placement, audience targeting, questionnaires, qualification methodologies, scheduling workflows, and all other operational decisions associated with lead generation.

4. Client acknowledges that advertising costs, platform policies, algorithm changes, competitive conditions, geographic demand, and other third-party factors may affect lead volume, timing, cost, and overall campaign performance. PR360 makes no guarantee regarding the number of leads generated, the speed at which the Initial Credit will be utilized, or any particular business outcome.

5. The Initial Credit shall be deemed earned as qualifying leads are delivered and corresponding services are performed. Any unused Initial Credit remaining upon termination shall be reconciled in accordance with these Terms. PR360 may, in its sole discretion, apply any remaining balance toward future lead generation services, provide a credit for future campaigns, or issue a refund if PR360 determines that no further qualifying lead generation services will be provided. Except as expressly agreed in writing, Client shall have no automatic right to a refund of any unused Initial Credit.

6. Unless otherwise agreed in writing, PR360 shall have no obligation to continue providing lead generation services after the Initial Credit has been exhausted.

   
   

c. Ongoing Scheduled Appointment Program

1. Clients participating in the Ongoing Scheduled Appointment Program shall be billed in accordance with the Scheduled Appointment pricing.

2. Participation shall continue on a month-to-month basis unless terminated by either party upon thirty (30) days' prior written notice.

3. Scheduled Appointment fees shall be reconciled monthly and invoiced in accordance with these Terms.

d. Monthly Reconciliation and Invoicing.

Following the end of each calendar month, PR360 shall provide reconciliation reports and invoices, where applicable, for Scheduled Appointment Program participants. Initial Credit Program participants shall receive periodic reporting reflecting the remaining Initial Credit balance and qualifying lead activity, unless otherwise agreed by the parties.

e. Payment Due Date.

Invoices issued under the Scheduled Appointment Program shall be due on or before the fifteenth (15th) day of the month immediately following the month in which Scheduled Appointments were generated. Additional Initial Credit deposits, if elected by Client, shall be payable before additional lead generation services commence unless otherwise agreed in writing.

f. Pricing Modifications.

PR360 may modify pricing, participation models, lead qualification standards, advertising methodologies, or Scheduled Appointment fees upon thirty (30) days' prior written notice. Continued participation following the effective date of such modifications shall constitute acceptance of the revised terms.

g. Post-Termination Appointment Fees.

Termination shall not affect any payment obligations, Scheduled Appointment fees, or other amounts earned by PR360 prior to the effective date of termination. Initial Credit balances shall be reconciled pursuant to these Terms.

h. Survival of Payment Obligations.

End User's obligation to pay Scheduled Appointment fees, late fees, interest, collection costs, attorneys' fees, audit costs, and all other amounts arising under these Terms shall survive expiration or termination until paid in full.

8. SCHEDULED APPOINTMENT DEFINITIONS AND BILLING RULES

a. Scheduled Appointment Definition.

A "Scheduled Appointment" means a prospective patient who has completed PR360's qualification process and has been scheduled for an appointment with End User through PR360, End User's staff, scheduling personnel, call center representatives, online scheduling systems, or any other scheduling method. A Scheduled Appointment shall be deemed generated and billable once the appointment has been scheduled and recorded within the PR360 Dashboard or otherwise documented by PR360.

b. Dashboard Controls.

The PR360 Dashboard and associated PR360 records shall serve as the official and controlling source for tracking, reporting, validating, reconciling, and invoicing Scheduled Appointments generated through PR360's Services unless End User provides written evidence establishing a material error.

c. Appointment Fees.

End User shall pay the applicable Scheduled Appointment fee for each Scheduled Appointment generated through PR360's Services.

d. Billable Appointment Events.

A Scheduled Appointment shall remain billable regardless of whether the prospective patient subsequently cancels, reschedules, fails to appear, elects not to proceed with treatment, is determined to be unsuitable for treatment, does not qualify for insurance coverage, does not attend the consultation, or does not ultimately proceed to treatment or a revenue-generating encounter.

e. Existing Patient Exclusion.

A prospective patient shall not be considered an Existing Patient unless End User can demonstrate through contemporaneous business records that the individual was an established patient of End User prior to the individual's first interaction with PR360. The burden of proof shall rest solely upon End User.

f. Twelve-Month Attribution Period.

Any prospective patient initially generated, identified, contacted, qualified, engaged, or referred through PR360 shall remain attributable to PR360 for a period of twelve (12) months following such patient's first interaction with PR360. Any appointment scheduled during such period shall remain subject to the applicable Scheduled Appointment fee.

g. Multiple Appointments.

Rescheduling of the same appointment by the same prospective patient shall not create an additional Scheduled Appointment fee unless the appointment was previously completed or a new consultation is separately scheduled for a different service line.

h. Disputed Appointment Procedure.

Any dispute concerning a Scheduled Appointment must be submitted in writing within fifteen (15) days of the applicable invoice and must include supporting documentation. Failure to timely dispute an appointment shall constitute acceptance of the appointment and waiver of any objection thereto.

i. Change of Ownership.

In the event End User is sold, merged, acquired, reorganized, consolidated, or experiences a change in ownership or control, End User and its successors shall remain jointly and severally responsible for all amounts owed to PR360. End User shall provide PR360 at least thirty (30) days' prior written notice of any such transaction.

j. Existing Patient Clarification.

1. A prospective patient shall not be considered an Existing Patient solely because the individual:

   1. previously visited End User's website;

   2. submitted an online inquiry;

   3. appeared within End User's CRM, marketing database, mailing list, or contact list;

   4. attended a prior seminar, webinar, educational event, or marketing event; 5. communicated with End User's office without establishing an active provider-patient relationship; or 6. was previously referred to End User but did not schedule or complete a consultation.

2. To qualify as an Existing Patient, End User must demonstrate through contemporaneous business records that the individual maintained an active provider-patient relationship with End User prior to the individual's first interaction with PR360.

3. The burden of proving Existing Patient status shall rest solely upon End User

k. Successors and Assigns.

These Terms shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, purchasers, parent entities, affiliated entities, and acquiring entities.

l. Provider Departure, Practice Closure, or Service Line Discontinuation.

End User acknowledges that Scheduled Appointment fees are earned upon generation of the Scheduled Appointment and are not dependent upon the continued employment, participation, availability, licensure, retirement, disability status, departure, or affiliation of any physician, provider, practice owner, or healthcare professional.

1. End User shall remain responsible for all Scheduled Appointment fees generated prior to:

   1. a provider's departure;

   2. retirement;

   3. disability;

   4. termination of employment;

   5. sale of the practice;

   6. closure of a location;

   7. discontinuation of a service line; or

   8. any other operational change affecting End User's ability or decision to provide services.

2. Such events shall not relieve End User of any obligation to pay fees otherwise owed to PR360.

9. CUSTOMER ORIGINATION

a. All prospective patients, leads, inquiries, and customers generated through PR360 originate from PR360's proprietary marketing campaigns, technology platforms, websites, advertising systems, and customer engagement processes.

b. PR360 retains all ownership rights in its marketing systems, campaigns, processes, questionnaires, surveys, customer engagement workflows, and technology.

c. All goodwill associated with PR360-generated prospects remains attributable to PR360 for fee determination purposes.

10. ASSIGNMENT AN TRANSFER RESTRICTIONS

a. End User shall not assign, transfer, delegate, sell, sublicense, convey, or otherwise transfer any rights, obligations, or interests arising under these Terms without the prior written consent of PR360.

b. Any attempted assignment or transfer in violation of this Section shall be null and void.

c. PR360 may assign these Terms to any successor, purchaser, affiliate, parent company, subsidiary, or acquiring entity without End User's consent.

d. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

11. NO MODIFICATION, REVERSE ENGINEERING, OR DERIVATIVE WORKS

a. End User shall not, and shall not permit, encourage, or assist any third party to: (a) modify, adapt, alter, translate, or create derivative works based upon the PR360 Platform and Services, Services, or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, file formats, or programming interfaces of the PR360 Platform and Services or Services by any means whatsoever, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (c) access or use the PR360 Platform and Services or Services in order to build a competitive product or service, or copy any ideas, features, functions, or graphics of the PR360 Platform and Services or Services; (d) remove, alter, obscure, or otherwise modify any proprietary notices, labels, or marks on or in the PR360 Platform and Services or Services; or (e) use the PR360 Platform and Services or Services in any manner not expressly authorized by these Terms .

b. Any attempt to perform any of the foregoing prohibited acts shall constitute a material breach of these Terms and shall result in the immediate termination of End User’s rights to access and use the PR360 Platform and Services and Services, in addition to any other legal remedies available to PR360 at law or in equity.

12. INTELLECTUAL PROPERTY OWNERSHIP

a. End User agrees that PR360 owns and holds all right, title, and interest in and to the Services, the PR360 Platform and Services, any related Documentation, and all prior and subsequent copies thereof, in any form or media. This includes all associated materials, developments, updates, corrections, enhancements, or other modifications, whether made by PR360, End User, or any third party.

b. Intellectual Property includes, and not limited to, advertising accounts, meta business manager, google ads accounts, pixels, conversion APIs, audience data, campaign history, AI prompts, AI training, automation workflows, CRM automations, and reporting methodologies.

c. All title, ownership rights, and intellectual property rights in the Services, the PR360 Platform and Services, and any Documentation shall remain exclusively with PR360. The Services, the PR360 Platform and Services, and any Documentation are protected by applicable copyright, trade secret, trademark, and other intellectual property laws, as well as international treaties.

d. End User acknowledges and agrees that it is granted only a limited right to access and use the PR360 Platform and Services. All rights not expressly granted to End User under these Terms are reserved by PR360. e. End User shall not claim or assert any ownership or other proprietary interest in the PR360 Platform and Services, Services, or Documentation.

13. LATE PAYMENT FEES AND COLLECTION TERMS

a. Initial Credit deposits shall be applied against qualifying lead delivery until exhausted and shall not be subject to monthly invoice requirements unless otherwise agreed.

b. End User agrees to timely pay all invoices issued by PR360 for Scheduled Appointments and any other fees due under these Terms. Invoices shall be issued monthly in arrears and shall be due and payable on or before the fifteenth (15th) day of the month following the month in which the Scheduled Appointments were generated.

c. Any invoice balance not paid within ten (10) calendar days after the due date shall be subject to a late fee of Two Hundred Dollars ($200.00). Any invoice balance remaining unpaid twenty-five (25) calendar days after the due date shall be subject to an additional late fee of Three Hundred Dollars ($300.00). In addition to such late fees, PR360 may assess interest on all past-due balances at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, beginning on the original due date and continuing until paid in full.

d. End User shall maintain a valid ACH authorization, credit card authorization, or other approved payment method on file with PR360 at all times during participation in the Services. End User expressly authorizes PR360 to charge all undisputed invoices, late fees, interest, and other amounts due under these Terms using such authorized payment method on or after the applicable due date.

e. If any balance remains unpaid more than fifteen (15) days after the due date, PR360 may, without further notice and in addition to all other rights and remedies available under these Terms or applicable law, immediately suspend or cease the delivery of new leads, Scheduled Appointments, scheduling services, marketing activities, Dashboard access, reporting services, customer engagement services, and any other Services provided to End User until all outstanding amounts have been paid in full.

f. End User acknowledges and agrees that PR360 shall have no obligation to continue generating, delivering, qualifying, scheduling, or supporting prospective patients or appointments while any past-due balance remains outstanding. Any suspension or reduction of Services resulting from non-payment shall not relieve End User of any payment obligations and PR360 shall not be liable for any resulting loss of revenue, business interruption, patient opportunities, scheduling delays, or other damages.

g. If any balance remains unpaid for forty-five (45) days after the due date, PR360 may declare all accrued but unpaid amounts immediately due and payable and may refer the matter to a collections agency or initiate legal proceedings. End User shall be responsible for all costs incurred by PR360 in collecting any unpaid amounts, including reasonable attorneys' fees, court costs, expert fees, collection agency fees, audit expenses, and all other costs of enforcement.

h. End User shall pay all amounts due in United States Dollars. If payment is made by check, wire transfer, or any other manual payment method, End User shall remain solely responsible for ensuring timely receipt of payment by PR360.

i. No dispute regarding any individual Scheduled Appointment shall excuse payment of any undisputed portion of an invoice. End User shall timely pay all undisputed amounts while any disputed items are being reviewed and reconciled by the parties.

j. Failure to maintain a valid ACH authorization or approved payment method on file shall constitute a material breach of these Terms and may result in immediate suspension of Services.

k. In any litigation, arbitration, mediation, collection proceeding, audit enforcement action, or other dispute arising out of or relating to these Terms, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys' fees, expert witness fees, consultant fees, court costs, collection costs, audit costs, investigation expenses, and all other costs incurred in connection with enforcing or defending its rights under these Terms.

l. Notwithstanding any other provision contained herein, PR360 may, in its sole discretion, require additional credit support, including a personal guaranty, from any End User as a condition of participation in the Services. If PR360 designates an End User as requiring additional credit support, the individual executing these Terms on behalf of End User represents and warrants that he or she possesses authority to bind End User and further agrees to personally guarantee the full and timely payment of all amounts owed to PR360 under these Terms.

m. Such personal guaranty shall include, without limitation:

1. Scheduled Appointment fees;

2. invoices;

3. late fees;

4. interest;

5. collection costs;

6. audit costs;

7. attorneys' fees;

8. expert witness fees;

9. court costs; and

10. all other amounts arising under these Terms.

n. The obligations of the guarantor shall be joint and several with those of End User. PR360 may pursue payment directly from either End User or the guarantor without first exhausting remedies against the other.

o. The guaranty obligations contained in this Section shall survive termination, expiration, dissolution, bankruptcy, merger, acquisition, sale, reorganization, transfer of ownership, or cessation of business operations by End User and shall remain in effect until all obligations owed to PR360 have been paid in full.

p. The individual executing these Terms acknowledges that PR360 is extending services in reliance upon both End User's obligations and the personal guaranty contained herein.

q. The rights contained in this Section shall survive termination or expiration of these Terms.

14. TERM AND TERMINATION

a. These Terms shall remain in effect unless and until terminated by either party upon thirty (30) days' prior written notice to the other party.

b. Upon termination, any unused Initial Credit balance shall be handled pursuant to Section 7, and PR360 shall have no obligation to refund unused balances except in its sole discretion.

c. Termination of these Terms shall not relieve End User of any obligation to pay fees associated with Scheduled Appointments, prospective patients, leads, inquiries, or other opportunities generated, identified, qualified, engaged, referred, or scheduled through PR360's Services prior to the effective date of termination.

d. Any prospective patient, lead, inquiry, or other individual initially generated, identified, qualified, contacted, engaged, or referred through PR360's Services prior to the effective date of termination who schedules an appointment with End User within twelve (12) months following such individual's initial interaction with PR360 shall remain subject to the applicable Scheduled Appointment fee, regardless of whether the appointment occurs before or after termination and regardless of the method through which the appointment is scheduled.

e. Initial Credit Reconciliation Upon Termination. If End User is participating under an Initial Credit Program, termination of these Terms shall not automatically entitle End User to a refund of any unused Initial Credit. Upon termination, PR360 shall reconcile all qualifying leads delivered, services performed, advertising activities undertaken, campaign management services rendered, and any remaining Initial Credit balance. Any remaining unused Initial Credit may, at PR360's sole discretion:

(i) remain available for future lead generation services;

(ii) be applied as a credit toward future campaigns;

(iii) be refunded in whole or in part; or (iv) be otherwise resolved pursuant to a separate written agreement between the parties.

Nothing contained herein shall obligate PR360 to issue a refund except where expressly agreed in writing.

f. Upon termination, End User shall immediately cease use of any PR360 software, systems, platforms, proprietary materials, questionnaires, workflows, reports, marketing assets, and confidential information, except as otherwise expressly authorized in writing by PR360.

g. PR360 may terminate these Terms immediately upon written notice in the event of: (i) non-payment of amounts due under these Terms; (ii) breach of any confidentiality, intellectual property, non-circumvention, or payment provision; (iii) misuse of PR360's Services, systems, or proprietary information; or (iv) any activity that PR360 reasonably believes may expose PR360 to legal, financial, regulatory, or reputational risk.

h. Termination shall not affect any rights, remedies, claims, payment obligations, audit rights, collection rights, indemnification obligations, or other obligations that accrued prior to the effective date of termination.

i. Sections relating to payment obligations, Scheduled Appointment fees, audit rights, confidentiality, intellectual property, data security, non-circumvention, limitation of liability, indemnification, collection rights, and any other provisions which by their nature are intended to survive termination shall survive the expiration or termination of these Terms.

j. End User shall participate in a final reconciliation of all PR360-generated prospects within fifteen (15) days following termination and shall provide reasonable documentation requested by PR360 to verify Scheduled Appointments and amounts owed.

k. Survival of Scheduled Appointment Fees. Notwithstanding the expiration or termination of these Terms for any reason, End User shall remain fully liable for all Scheduled Appointment fees, invoices, late fees, interest, collection costs, attorneys' fees, and other amounts arising from or relating to any prospective patient, lead, inquiry, appointment, or Scheduled Appointment generated, identified, qualified, engaged, referred, contacted, or scheduled through PR360's Services prior to the effective date of termination. Such payment obligations shall survive termination until paid in full.

l. Post-Termination Appointment Fees. Any prospective patient, lead, inquiry, or other individual who first interacted with PR360 or was generated through PR360's Services prior to termination shall remain a PR360-generated prospect for a period of twelve (12) months following such individual's initial interaction with PR360. Any appointment scheduled by such individual during that period, whether before or after termination, shall remain subject to the applicable Scheduled Appointment fee.

m. No Avoidance Through Termination. End User acknowledges that termination of these Terms shall not be used to avoid, reduce, delay, circumvent, or otherwise eliminate fees owed to PR360 for appointments, leads, inquiries, or prospective patients generated through PR360's Services. Any attempt to do so shall constitute a material breach of these Terms and a violation of the non-circumvention provisions contained herein.

15. SUSPENSION OF SERVCIES

a. PR360 reserves the right to suspend or terminate access to any service, platform, software, scheduling system, communication tool, or account immediately upon notice for non-payment, misuse of services, legal concerns, regulatory concerns, compliance concerns, security concerns, violation of these Terms, or any activity reasonably believed to expose PR360 to risk or liability.

16. NO EXCLUSIVITY

a. Participation in PR360's Services does not create any exclusive geographic territory, exclusive referral relationship, exclusive service line, or exclusive provider status unless expressly agreed in a separate written agreement signed by both parties.

17. WORK PRODUCT AND WORK CREDIT

a. The End User acknowledges and agrees that all work performed, services provided, deliverables created, and any and all intellectual property, including but not limited to software, designs, documents, content, and materials (collectively, the "Work Product") developed, created, or provided by PR360 in connection with these Terms shall be the exclusive property of the PR360. The End User shall not claim any credit, ownership, or proprietary rights in any such Work Product. Furthermore, the End User shall not, directly or indirectly, use, reproduce, distribute, or disclose any Work Product without the prior written consent of PR360. All Work Product, regardless of form or medium, shall be considered "work for hire" under applicable law, and PR360 shall retain full and exclusive ownership rights to all Work Product. The End User shall not, in any manner, represent or assert any ownership rights, authorship, or credit regarding any of the Work Product, nor shall the End User take any actions that could interfere with PR360’s ownership rights.

18. HIPAA AND HEALTH INFORMATION

a. End User agrees to comply with all applicable Medicare and Medicaid laws, rules and regulations, reporting requirements, CMS instructions, and applicable requirements and with all other applicable state and federal laws and regulations, as may be amended from time to time, including, without limitation: (1) Federal laws and regulations designed to prevent or ameliorate fraud, waste, and abuse, including, but not limited to, applicable provisions of Federal criminal law, the False Claims Act (31 U.S.C. 3729 et. seq.), and the anti-kickback statute (section 1128B(b)) of the Act); and (2) the Health Insurance Portability Act of 1996 (“HIPAA”) administration simplification rules at 45 CFR parts 160, 162, and 164. [42 C.F.R. § 422.504(h), (3) CAN-SPAM Act.

b. PR360 is not a Covered Entity or Business Associate unless otherwise expressly agreed in writing.

c. To the extent users voluntarily disclose health-related information, such information is provided voluntarily and solely for the purpose of facilitating communication with participating providers.

d. Healthcare providers remain solely responsible for HIPAA compliance and BAA requirements if needed, patient intake, treatment decisions, eligibility determinations, and handling Protected Health Information.

19. DISCLAIMER OF WARRANTIES

a. PR360's services, software, websites, platforms, scheduling tools, AI-enabled technologies, communications systems, and related services are provided on an "AS IS" and "AS AVAILABLE" basis.

b. PR360 makes no representation or warranty regarding the number of leads, appointments, consultations, procedures, patients, customers, revenue, profitability, return on investment, advertising performance, search engine rankings, conversion rates, or business results that may be generated through use of the services.

c. Advertising and Campaign Variables. End User acknowledges that advertising performance, lead generation, campaign duration, lead volume, lead quality, advertising costs, and campaign results are affected by numerous factors beyond PR360's reasonable control, including without limitation:

1. advertising platform policies;

2. search engine and social media algorithm changes;

3. competitive advertising activity;

4. geographic demand;

5. seasonal fluctuations;

6. physician availability;

7. insurance participation;

8. economic conditions;

9. consumer behavior;

10. regulatory changes; and

11. other third-party factors;

Accordingly, PR360 makes no representation or warranty regarding the number of qualifying leads generated, the timing of lead delivery, the rate at which any Initial Credit will be utilized, advertising expenditures, campaign duration, or any particular business outcome.

20. LIMITATION OF REMEDIES

a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL PR360, ITS AFFILIATES, OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, VENDORS, SUPPLIERS, TECHNOLOGY PROVIDERS, OR LICENSORS BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR ENHANCED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST PATIENTS, LOST PROCEDURES, LOST GOODWILL, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OPERATIONAL DELAYS, COST OF SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED BY PR360, EVEN IF PR360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.

b. PR360 MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE NUMBER OF LEADS, APPOINTMENTS, CONSULTATIONS, PROCEDURES, PATIENTS, REVENUE, PROFITABILITY, CONVERSION RATES, INSURANCE APPROVALS, TREATMENT OUTCOMES, RETURN ON INVESTMENT, OR BUSINESS RESULTS THAT MAY BE GENERATED THROUGH THE SERVICES. END USER ACKNOWLEDGES THAT ALL MARKETING, LEAD GENERATION, PATIENT ACQUISITION, AND APPOINTMENT GENERATION RESULTS ARE INHERENTLY UNCERTAIN AND SUBJECT TO FACTORS OUTSIDE OF PR360'S CONTROL.

c. END USER ACKNOWLEDGES THAT FLUCTUATIONS IN ADVERTISING PERFORMANCE, CAMPAIGN PACING, QUALIFYING LEAD VOLUME, LEAD TIMING, ADVERTISING EXPENDITURES, CAMPAIGN DURATION, OR THE RATE AT WHICH ANY INITIAL CREDIT IS UTILIZED ARE NORMAL CHARACTERISTICS OF DIGITAL MARKETING AND SHALL NOT, STANDING ALONE, CONSTITUTE A BREACH OF THESE TERMS, A FAILURE OF PERFORMANCE BY PR360, OR GROUNDS FOR TERMINATION, DAMAGES, OFFSETS, CHARGEBACKS, OR REFUNDS. PR360'S OBLIGATION IS TO USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE LEAD GENERATION SERVICES UTILIZING ITS PROPRIETARY SYSTEMS, METHODOLOGIES, AND BUSINESS JUDGMENT. PR360 DOES NOT GUARANTEE THAT ANY INITIAL CREDIT WILL BE DEPLETED WITHIN A PARTICULAR TIMEFRAME OR THAT ANY MINIMUM NUMBER OF QUALIFYING LEADS WILL BE GENERATED DURING ANY SPECIFIED PERIOD.

d. PR360 SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING FROM OR RELATED TO: (i) PATIENT NOSHOWS, CANCELLATIONS, RESCHEDULES, OR FAILURE TO PROCEED WITH TREATMENT; (ii) INSURANCE DENIALS OR COVERAGE DETERMINATIONS; (iii) MEDICAL NECESSITY DETERMINATIONS; (iv) CLINICAL DECISIONS OR TREATMENT OUTCOMES; (v) THE ACTS OR OMISSIONS OF END USER OR ITS EMPLOYEES, AGENTS, CONTRACTORS, BILLING COMPANIES, OR AFFILIATES; (vi) REGULATORY, LICENSING, COMPLIANCE, OR LEGAL ISSUES AFFECTING END USER; OR (vii) THE ACTIONS OR DECISIONS OF ANY PATIENT, PROSPECTIVE PATIENT, INSURANCE COMPANY, GOVERNMENT AGENCY, OR THIRD PARTY.

e. IN NO EVENT SHALL PR360'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY CLAIM OF ANY KIND EXCEED THE TOTAL FEES ACTUALLY PAID TO PR360 BY END USER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

f. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, EQUITY, OR OTHERWISE, AND SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THESE TERMS.

g. NOTHING IN THESE TERMS SHALL LIMIT LIABILITY TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW, INCLUDING LIABILITY ARISING FROM PR360'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT WHERE SUCH LIMITATION IS NOT PERMITTED BY LAW.

h. END USER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES SHALL BE LIMITED TO DIRECT DAMAGES SUBJECT TO THE LIABILITY CAP SET FORTH IN THIS SECTION.

21. CONFIDENTIAL INFORMATION

a. Each Party (the “Recipient”) acknowledges that, in connection with these Terms, the Recipient might be making use of or acquiring the Confidential Information of the other party (the “Discloser”). For purposes of these Terms, “Confidential Information” shall mean (i) the confidential and proprietary information of the Discloser which is of a special and confidential nature and has tangible or intangible value; and/or (ii) the confidential and proprietary information of any other person or entity that the Discloser is obligated to maintain or hold as confidential. Notwithstanding the foregoing, Confidential Information shall exclude any information that: (i) is required by any court or government authority with competent jurisdiction; (ii) is generally and freely publicly available through no fault of the Recipient; or (iii) can be shown to have been independently originated by the Recipient. The Recipient acknowledges that the Confidential Information has been and shall continue to be of central importance to the business of the Discloser, and that disclosure of it to, or its use by, others could cause substantial loss to the Discloser. Except as otherwise expressly permitted by these Terms , the Recipient agrees that at all times during and after the Term that the Recipient shall not, directly or indirectly, use, divulge or disclose to any person or entity, other than those persons or entities employed or engaged by the Recipient who or which are authorized to receive such information, any of the Confidential Information which was obtained by the Recipient as a result of the performance of these Terms , and the Recipient shall hold all of the Confidential Information confidential and inviolate and shall not use the Confidential Information for any purpose other than performing its obligations under these Terms.

22. END USER DATA SECURITY AND CUSTOMER INFORMATION

a. Confidentiality and Use of Customer Information.

End User acknowledges that prospective patient information, lead information, appointment information, and other customer-related data generated through PR360's Services ("Customer Information") may contain confidential and proprietary information. End User shall maintain the confidentiality of Customer Information and shall use such information solely for the purpose of contacting, scheduling, evaluating, and providing services to prospective patients generated through PR360's Services.

b. Security Responsibilities.

End User shall be solely responsible for implementing and maintaining appropriate administrative, technical, and physical safeguards to protect Customer Information and shall comply with all applicable federal, state, local, privacy, healthcare, and data security laws and regulations. End User acknowledges that PR360 does not control End User's internal systems, personnel, security practices, or data handling procedures.

c. Limited Access and Third-Party Disclosure.

End User shall limit access to Customer Information to personnel, contractors, and service providers who have a legitimate business need to access such information and who are bound by confidentiality obligations. End User shall not sell, distribute, disclose, transfer, license, or otherwise make Customer Information available to any unauthorized third party.

d. HIPAA and Healthcare Compliance.

End User acknowledges that PR360 is a marketing, lead generation, scheduling, and technology services company and is not a healthcare provider. Unless expressly agreed otherwise in a separate written agreement, PR360 is not acting as a Covered Entity or Business Associate under HIPAA. End User shall be solely responsible for compliance with HIPAA, state privacy laws, patient confidentiality requirements, Protected Health Information ("PHI"), medical records, patient communications, treatment decisions, and all healthcare-related legal and regulatory obligations.

e. No Unauthorized PHI.

End User shall not knowingly input, transmit, store, or disclose Protected Health Information within any PR360 system except as expressly authorized by PR360 in writing. End User assumes full responsibility for any unauthorized disclosure, transmission, storage, or misuse of PHI and shall indemnify, defend, and hold harmless PR360 from any claims, damages, fines, penalties, investigations, or liabilities arising therefrom.

f. Security Incidents.

End User shall promptly notify PR360 of any actual or suspected unauthorized access, disclosure, misuse, breach, or security incident involving Customer Information obtained through PR360's Services and shall cooperate reasonably in any resulting investigation.

g. Record Retention and Audit Rights.

End User shall maintain appointment, scheduling, communication, and related records associated with PR360-generated Leads and Scheduled Appointments for a minimum of three (3) years following creation. Upon reasonable notice, End User shall make such records available to PR360 solely for purposes of appointment verification, reconciliation, audit, fee validation, and enforcement of these Terms.

h. Survival.

The obligations contained in this Section shall survive the expiration or termination of these Terms.

23. PUBLICITY

a. Unless otherwise agreed in writing, End User grants PR360 the right to identify End User as a customer and to use End User's name, logo, trademarks, testimonials, publicly available information, and non-confidential results for marketing, promotional, educational, advertising, and business development purposes.

b. End User may revoke such authorization by providing written notice to PR360, after which PR360 shall discontinue future use within a commercially reasonable period.

24. NON-HIRING OF EMPLOYEES/CONTRACTORS

a. During the Term of these Terms and for a period of twelve (12) months following its expiration or termination, neither party shall, directly or indirectly, solicit for employment, hire, engage, contract with, recruit, induce, attempt to induce, or otherwise retain any employee, independent contractor, consultant, virtual assistant, appointment setter, scheduler, call center representative, marketing professional, agent, representative, vendor, or other personnel of the other party who became known to such party through the relationship established under these Terms, without the prior written consent of the other party.

b. The foregoing restriction shall apply whether such engagement occurs directly or indirectly, including through a third party, staffing agency, referral source, affiliated entity, independent contractor arrangement, consulting relationship, ownership interest, partnership, or any similar arrangement designed to circumvent the intent of this provision.

c. End User specifically acknowledges that PR360 invests substantial time, expense, training, management resources, and proprietary know-how in developing its personnel, contractors, scheduling teams, virtual assistants, customer engagement representatives, and operational support staff, and that unauthorized solicitation or hiring of such individuals would cause substantial harm to PR360.

d. In the event of a breach of this Section, the non-breaching party shall be entitled to recover liquidated damages equal to the greater of: (i) Two (2) times the annualized compensation paid or payable to the solicited individual or entity; or (ii) TwentyFive Thousand Dollars ($25,000.00) per violation. The parties acknowledge and agree that actual damages would be difficult to ascertain and that such amount represents a reasonable estimate of the damages likely to be incurred.

e. In addition to any monetary damages, the non-breaching party shall be entitled to seek injunctive relief, specific performance, temporary restraining orders, and other equitable remedies to prevent or remedy any actual or threatened violation of this Section, without the necessity of proving actual damages.

f. The obligations contained in this Section shall survive the expiration or termination of these Terms.

25. INDEMNIFICATION

a. End User agrees to defend, indemnify, and hold harmless PR360, its officers, directors, employees, agents, suppliers, resellers, affiliates, and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, damages, losses, costs, expenses, fines, penalties, and all other obligations, including without limitation reasonable attorneys' fees, expert fees, and costs of investigation and litigation (collectively, "Claims"), arising out of or related to:

1. End User’s Use or Misuse of Services or PR360 Platform and Services: Any use, reproduction, modification, distribution, or exploitation of the Services, PR360 Platform and Services, Documentation, or any materials associated therewith, whether authorized or unauthorized, by End User or any third party acting on its behalf or with its consent.

2. End User's Breach of Terms: Any breach or alleged breach of any representation, warranty, covenant, or obligation by End User under these Terms, including but not limited to non-compliance with the PR360's intellectual property rights, confidentiality obligations, or any laws or regulations applicable to the End User’s business.

3. Third-Party Claims: Any claim by a third party alleging that the End User’s use of the Services, PR360 Platform and Services, or Documentation infringes, misappropriates, or otherwise violates any intellectual property, proprietary rights, or other rights of such third party.

4. Unauthorized Access or Data Security Violations: Any claims arising out of End User's failure to comply with data security and confidentiality obligations, including any data breaches or security incidents caused by End User or its representatives, or any failure to protect customer or End User data as required by applicable privacy and data protection laws (e.g., GDPR, CCPA, HIPAA).

5. End User’s Marketing, Advertising, and Other Actions: Any claims, losses, or damages arising out of End User's marketing, advertising, promotion, or solicitation activities related to the Services or PR360 Platform and Services, or the actions of any third party in connection with End User’s activities.

6. End User’s Compliance with Laws: Any claims arising from End User’s failure to comply with applicable local, state, or federal laws, regulations, or industry standards, including those relating to advertising, marketing, consumer protection, privacy, data security, and intellectual property rights.

b. End User agrees to promptly notify PR360 in writing of any such Claims. PR360 reserves the right to assume the exclusive defense of any matter for which it is entitled to indemnification, in which case End User agrees to cooperate fully with PR360 in the defense of such Claims. End User acknowledges that this indemnification obligation shall survive the termination or expiration of these Terms, and shall extend to any claims arising out of or relating to End User’s use of the Services, PR360 Platform and Services, or Documentation, even after such termination.

c. End User acknowledges that PR360 provides marketing and appointment generation services only. End User remains solely responsible for compliance with all federal, state, local, licensing, professional, reimbursement, fraud and abuse, Medicare, Medicaid, Stark Law, Anti-Kickback Statute, and healthcare regulatory requirements applicable to End User's practice.

d. End User acknowledges that PR360 makes no guarantee regarding patient suitability, medical appropriateness, insurance eligibility, procedure candidacy, treatment acceptance, or ultimate conversion of any prospective patient. End User assumes sole responsibility for evaluating each patient and determining whether treatment is appropriate.

26. PROVIDER LISTING, PROMOTION AND MEDIA RIGHTS

a. End User grants PR360 a non-exclusive, royalty-free, worldwide license during the Term of these Terms to use, reproduce, display, publish, distribute, and otherwise utilize End User's name, practice name, logo, trademarks, service marks, professional biography, photographs, practice information, contact information, publicly available information, and other materials provided by End User (collectively, the "Provider Materials") for purposes of marketing, advertising, lead generation, appointment generation, provider directory listings, landing pages, case studies, educational materials, social media content, websites, and the promotion of PR360's Services.

b. PR360 may create, publish, host, maintain, and promote provider profiles, landing pages, directory listings, questionnaires, advertisements, digital content, videos, social media content, and other marketing materials relating to End User and End User's services. End User grants PR360 the right to display and distribute Provider Materials in connection with such activities.

c. End User acknowledges and agrees that all websites, landing pages, questionnaires, advertising campaigns, marketing assets, creative content, call tracking numbers, campaign data, lead generation systems, software, workflows, reporting systems, and related materials developed, created, maintained, or utilized by PR360 shall remain the sole and exclusive property of PR360. Nothing contained in these Terms shall grant End User any ownership interest in PR360's intellectual property, marketing assets, technology, or business systems.

d. End User represents and warrants that it possesses all rights necessary to grant the licenses and permissions contained in this Section and that PR360's authorized use of the Provider Materials will not infringe upon the rights of any third party.

e. End User shall indemnify, defend, and hold harmless PR360 and its affiliates, officers, directors, employees, contractors, agents, successors, and assigns from and against any claims, damages, liabilities, costs, expenses, or attorneys' fees arising out of or relating to PR360's authorized use of the Provider Materials supplied by or on behalf of End User.

f. Upon written request, PR360 shall remove End User from active provider directories and marketing materials within a commercially reasonable period following termination; however, PR360 may retain and continue to display previously created materials, archived content, historical campaign materials, portfolio examples, analytics, case studies, and business records for archival, compliance, evidentiary, and historical reference purposes.

g. End User shall not register, acquire, use, or attempt to use any domain name, landing page, advertising account, call tracking number, marketing asset, creative content, questionnaire, workflow, campaign structure, or substantially similar marketing asset developed by PR360 for the purpose of competing with, replicating, or circumventing PR360's Services.

h. The rights, licenses, ownership provisions, indemnification obligations, and archival rights contained in this Section shall survive the expiration or termination of these Terms.

27. INDEPENDENT CONTRACTOR

a. Each party shall act as an independent contractor with respect to these Terms, and not as an employee, agent, or representative of the other party. Nothing in these Terms shall be construed to create a partnership, joint venture, or employment relationship between the parties. Neither party has the authority to bind or obligate the other party in any manner, except as expressly set forth in these Terms. Each party shall be solely responsible for the payment of its own taxes, insurance, and any other expenses incurred in the course of performing its obligations under these Terms.

28. SEVERABILITY

a. In the event any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from these Terms and the remainder of the Terms shall remain in full force and effect. The parties agree that any invalid, illegal, or unenforceable provision shall be replaced with a provision that is valid and enforceable and which reflects the original intent of the parties as closely as possible. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of these Terms, and all other provisions shall continue in full force and effect.

29. ENTIRE TERM

a. End User further agrees that these Terms are the complete and exclusive statement of the Terms between End User and PR360, and supersedes all proposals or prior Terms s, oral or written, and all other communications between End User and PR360 relating to the subject matter of these Terms. These Terms may only be modified by a written Terms signed by both End User and an authorized representative of PR360.

30. FORCE MAJEURE

a. PR360 shall not be liable hereunder for any failure or delay in the performance of its obligations under these Terms if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event PR360 shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

31. WAIVER

a. The failure or delay by PR360 to require performance of any provision of these Terms does not constitute a waiver. All waivers by PR360 must be provided in writing and signed by PR360 in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.

32. GOVERNING LAW and BINDING ARBITRATION; WAIVER OF JURY TRIAL

a. The laws of the State of Ohio shall govern the construction of these Terms and End User agrees to be subject to personal jurisdiction in the state and federal courts located in Montgomery County, Ohio for the purposes of enforcing the provisions of these Terms.

b. Except for actions seeking injunctive relief, temporary restraining orders, specific performance, collection of undisputed amounts owed, enforcement of intellectual property rights, enforcement of confidentiality obligations, enforcement of noncircumvention obligations, or enforcement of audit rights, any dispute, claim, controversy, or cause of action arising out of or relating to these Terms, the Services, the PR360 Platform, Scheduled Appointment fees, invoices, audits, collections, or the relationship between the parties shall be resolved exclusively through final and binding arbitration.

c. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator experienced in commercial contract disputes.

d. The arbitration shall take place in Montgomery County, Ohio. The arbitrator shall have authority to award all remedies available at law or in equity, including monetary damages, injunctive relief, specific performance, attorneys' fees, costs, audit expenses, collection costs, and other relief expressly permitted under these Terms.

e. The arbitrator's decision shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

f. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.

g. The parties further agree that arbitration shall be conducted solely on an individual basis and not as a class action, collective action, representative action, consolidated proceeding, or private attorney general action. The arbitrator shall have no authority to hear or adjudicate any class, collective, representative, or consolidated claims.

h. Nothing contained herein shall prevent PR360 from seeking immediate injunctive relief, temporary restraining orders, equitable relief, collection remedies, or enforcement of intellectual property, confidentiality, non-circumvention, audit, or payment obligations in any court of competent jurisdiction.

i. The obligations contained in this Section shall survive termination or expiration of these Terms.

33. HEADING AND PRESUMPTIONS

a. The headings contained in these Terms are for reference and explanatory purposes only and will not affect in any way the meaning or interpretation of these Terms.

34. ACCEPTANCE OF TERMS

a. By enrolling in services, creating an account, clicking "I Agree," submitting information through a PR360 platform, or otherwise utilizing PR360's services, End User acknowledges that it has read, understood, and agrees to be bound by these Terms.

b. By downloading, installing, or using any part of the PR360 Platform and Services and the materials related to all Services, End User indicates that End User has read these Terms, understands it, and agrees to be bound by its terms and conditions. End User acknowledges that the PR360 Platform and Services and the Services are meant to supplement communications with the customer of End User and the PR360 Platform and Services and the Services are not meant to prevent, diagnose or treat any medical condition. All Services and PR360 Platform and Services are marketing tools to educate and guide PR Lead generation with customers and not meant to offer medical advice, diagnose and/or treat any medical condition.

c. End User agrees that electronic acceptance of these Terms, including but not limited to clicking an "I Agree" button, creating an account, submitting information through a PR360 platform, paying an invoice, utilizing the Services, accessing the Dashboard, or otherwise receiving the benefits of the Services, shall constitute acceptance of these Terms and shall have the same force and effect as a handwritten signature.

d. End User agrees that electronic records, electronic communications, electronic invoices, electronic reports, and electronic signatures shall be admissible as evidence in any legal proceeding arising from or relating to these Terms.

Updated: June 15th, 2026