Universal Terms of Service

2.1  Type 1 (Pay-in-Arrears)

Services rendered to a Type 1 (Pay-in-Arrears) account are billed weekly in arrears. All services rendered Monday through Sunday are invoiced the following Monday. A valid Credit Card or ACH payment method must be on file at all times — no exceptions — outside of insurance carriers who are billed weekly via CMS-1500. Accounts without a valid payment method on file are subject to suspension per Section 9.

2.2  Type 2 (Pre-Funded)

A Type 2 (Pre-Funded) account requires the Customer to pre-fund an account balance. Services are drawn against that balance as rendered. No weekly invoice is generated while the Current Balance is sufficient. The account becomes active upon HealthcareLive's receipt of the Customer's first deposit (the Account Active Date). Pre-funded account terms are governed by Sections 7 and 8.

2.3  Weekly Billing

All accounts are billed on a weekly cycle, no exceptions. Customers who do not wish to receive a weekly invoice must elect a Type 2 (Pre-Funded) account.

2.4  Account Authorization Required

A Health Services Account Authorization is required for all accounts and all agreement types, including Fee-for-Service, Flat Fee Per Episode, Benefits Program, On-Site Services, and Insurance Carrier arrangements. The Account Authorization establishes the Customer's account, payment method, and acceptance of these Universal Terms of Service, regardless of the billing arrangement in effect under any separately executed agreement.

The Account Authorization may be executed via DocuSign or other written agreement acceptable to HealthcareLive. Once available, click-through execution within the HealthcareLive EHR Platform will also be supported. Either party may cancel this Agreement with 30 days' written notice.

3.1  Fee-for-Service (FFS)

Fee-for-Service is the standard billing method available to all accounts. Services are billed per service at the applicable rate set out in the Service Rate Schedule at the time of service. The current Service Rate Schedule is accessible within the Billing Section of the EHR Platform by the Customer's designated Account Administrator.

3.2  Flat Fee Per Episode (FFPE)

A flat fee per clinical episode arrangement is available to Type 2 (Pre-Funded) accounts only and requires an executed Flat Fee Per Episode (FFPE) Agreement. FFPE billing covers Tier 1, Tier 2, Care Navigation, and Data Entry products and services within a defined clinical episode. The following are excluded from FFPE billing and always billed at the FFS rate:

• Tier 3 products and services (billed as additional charges);
• Special products and services, including Report Only and laboratory services.

3.3  Benefits Programs

Per Employee Per Month (PEPM), Per Engaged Employee Per Month (PEEPM), and Per Member Per Month (PMPM) arrangements are available for Benefits program accounts. Each requires a separately executed Benefits Agreement. Contact your HealthcareLive sales representative for details.

3.4  On-Site Services

On-site service arrangements require a separately executed On-Site Services Agreement. Contact your HealthcareLive sales representative for details.

3.5  Special Products and Services

Certain products and services are excluded from all bundled billing arrangements and are always billed at the applicable FFS rate, including without limitation Report Only services, laboratory services, durable medical equipment, and drug testing services. The Service Rate Schedule identifies all such items.

4.1  Type 1 Accounts

Type 1 (Pay-in-Arrears) accounts must maintain a valid Credit Card or ACH payment method on file at all times. No other payment method is accepted. CMS-1500 carrier billing is available for insurance carrier customers — see Section 4.4.

4.2  Type 2 Accounts

Type 2 (Pre-Funded) accounts may use any of the following payment methods for deposits and replenishment:

• Credit Card or ACH (recommended — enables automatic replenishment);
• Check (allow 3–5 business days for processing);
• Wire transfer (allow 3–5 business days for processing).

Credit Card or ACH on file is strongly recommended to ensure uninterrupted service through automatic replenishment.

4.3  Stripe Payment Processing

Credit Card and ACH payment information is processed and stored exclusively by Stripe, Inc. via encrypted vault. HealthcareLive does not store or retain Customer card numbers or ACH credentials. The Customer's designated Account Administrator may securely store payment credentials within the Billing Section of the HealthcareLive platform.

4.4  CMS-1500 Carrier Billing

Insurance carrier and workers' compensation customers may elect CMS-1500 billing, available on Type 1 (Pay-in-Arrears) accounts only. CMS-1500 billing operates on a two-tier basis:

• Tier 1 services are billed to and paid by the Employer (Customer) at the applicable FFS rate;
• Tier 2 services are billed to and paid by the Carrier or third-party administrator via CMS-1500.

HealthcareLive will bill the applicable party directly for each tier. Customer guarantees payment of any Tier 1 amounts and any Tier 2 amounts not paid by the carrier within the applicable payment terms. A Credit Card or ACH payment method is required on file as backup.

4.5  Credit Card Processing Fee

HealthcareLive does not currently charge a processing fee for Credit Card payments. HealthcareLive expressly reserves the right to implement a Credit Card processing fee in the future. Any such fee will be communicated to Customer in writing no fewer than 30 days prior to taking effect. Customer may cancel this Agreement with 30 days' written notice at no penalty if Customer objects to the implementation of a processing fee. No processing fee applies to ACH, check, or wire transfer payments.

5.1  Standard Payment Terms

Payment is due within Net 30 days of the invoice date or service date, as applicable. Customers may negotiate alternative payment terms in writing. Any such alternative terms must be documented in writing to be enforceable.

5.2  Late Payment Interest

Invoices not paid in full by their due date accrue interest at 1.5% per month (18% per annum), from the due date until payment is received in full. Interest on services rendered to a Type 2 (Pre-Funded) account with a zero or negative balance accrues after standard Net 30 payment terms have been exceeded, and continues until paid in full.

5.3  No Standard Discounts

HealthcareLive does not offer standard discounts for pre-funding an account, maintaining a Credit Card or ACH payment method on file, or for high service volume. Any custom pricing arrangement must be negotiated separately and documented in writing.

5.4  Collections and Attorneys' Fees

If HealthcareLive is required to pursue collection of any unpaid amounts due under this Agreement, Customer shall be liable for all reasonable costs of collection, including reasonable attorneys' fees and court costs, in addition to the outstanding balance and any accrued interest. HealthcareLive may refer overdue accounts to a collections agency or initiate legal proceedings after providing Customer with written notice and a 10-business-day opportunity to cure.

6.1  Rate Schedule and Execution Date Effect

Each HealthcareLive agreement becomes effective and binding upon execution (the "Execution Date"). The Service Rate Schedule takes effect immediately upon the Execution Date and is accessible at all times within the Billing Section of the HealthcareLive EHR Platform. The Service Rate Schedule is not distributed externally.

All services rendered shall be billed at the then-current Service Rate Schedule, which may be updated from time to time in accordance with these Universal Terms of Service. Customers with active written contracted rate agreements within a specified term are not subject to rate changes until their contract renewal date.

6.2  Rate Update Notice

HealthcareLive may update the Service Rate Schedule at any time at its sole discretion. HealthcareLive will provide Customer with advance written notice of any rate change, published within the EHR Platform Billing Section and delivered to Customer's primary account email address. Updated rates apply to services rendered on or after the effective date of the update. Customer may cancel this Agreement with 30 days' written notice if Customer disagrees with a rate change.

6.3  Locked and Contracted Rates

Standard account authorizations do not lock service rates. Rate locks are available only through a separately executed agreement such as a Flat Fee Per Episode Agreement, or through pre-funding an account at the current rate schedule and utilizing those pre-funded funds until the balance is depleted. Pre-existing locked or contracted rate agreements are honored through their contracted term. Upon expiration, rates revert to the then-current Service Rate Schedule and prior rates may not be renewed.

6.4  Billing Audit Rights

Customer has the right, upon reasonable written notice and no more than once per calendar year, to request a review of billing records for services rendered under this Agreement during the preceding 12-month period. HealthcareLive will make relevant billing records available within 15 business days of a written request. Billing disputes must be raised in writing within 90 days of the invoice date; disputes raised after this period are waived.

7.1  Opening Deposit

A Type 2 (Pre-Funded) account requires a minimum opening deposit of $2,500. The account becomes active for service utilization upon HealthcareLive's receipt of the opening deposit (the Account Active Date). Services are billed at the rate in effect at the time funds are deposited; pre-funded balances serve as a de facto rate lock for the deposited amount until the balance is depleted, consistent with Section 6.3.

7.2  Replenishment Level and Trigger

Customer designates a Replenishment Level in the Account Authorization. Minimum Replenishment Level: $2,500 for FFS accounts; $10,000 for FFPE accounts. The Replenishment Trigger fires automatically when the Current Balance falls below 20% of the Replenishment Level — no exceptions. When the trigger fires:

• If a Credit Card or ACH is on file, replenishment occurs automatically with no action required from Customer;
• If paying by check or wire, Customer must remit payment promptly upon notification (allow 3–5 business days for processing).

7.3  Negative Balance

7.4  Balance Expiry

Unused pre-funded balances expire 365 days from the date of each individual deposit. HealthcareLive will make best commercial efforts to provide Customer with a written reminder at 30 days before a deposit is scheduled to expire. Upon expiry, unused funds are forfeited. Deposits are non-refundable once applied to the account, except upon termination for cause due to HealthcareLive's breach of its service delivery obligations under Section 8.

8.1  HealthcareLive's Obligation

So long as a Type 2 (Pre-Funded) account maintains a positive, unexpired Current Balance, HealthcareLive is obligated to make contracted services available to Customer and to process eligible service requests against that balance in accordance with the service standards set out in this Agreement. This obligation continues until the earlier of: the Current Balance is fully consumed through service delivery; the balance expires pursuant to Section 7.4; or this Agreement is terminated pursuant to Section 23.

8.2  Permitted Service Interruptions

HealthcareLive shall not suspend, reduce, or materially impair service delivery to a Type 2 (Pre-Funded) account while that account maintains a positive, unexpired Current Balance, except: due to a Force Majeure Event (Section 25); as required by applicable law or regulation; for documented misuse or material breach of this Agreement by Customer; or during a scheduled maintenance window communicated to Customer in advance with reasonable notice.

8.3  Customer Remedies for Service Failure

If HealthcareLive fails to deliver services against a valid, positive, unexpired Current Balance in material breach of Section 8.1, and such breach is not cured within 10 business days of written notice from Customer, Customer's remedies shall include a credit equal to the value of services not delivered, the right to terminate this Agreement with immediate effect and receive a refund of the unused pre-funded balance, and any other remedies available at law or equity subject to Section 24.

8.4  Balance Expiry During Breach

HealthcareLive shall not permit pre-funded balances to expire during any period in which HealthcareLive is in material breach of its service delivery obligations under Section 8.1.

9.1  Grounds for Suspension

HealthcareLive reserves the right to suspend a Customer account under any of the following circumstances:

• A Type 1 account does not have a valid Credit Card or ACH payment method on file;
• A Customer's account balance remains negative beyond the agreed payment terms;
• An invoice remains unpaid beyond the applicable due date and Customer has not made satisfactory arrangements for payment; or
• Customer is in material breach of any other provision of this Agreement.

9.2  Reinstatement

A suspended account will be reinstated upon payment in full of all outstanding balances, including accrued interest, and restoration of a valid payment method where required. HealthcareLive reserves the right to require a deposit or advance payment before reinstating services.

10.1  Access

Subject to Customer's compliance with this Agreement and timely payment of all amounts due, HealthcareLive grants Customer a non-exclusive, non-transferable right to access and use the EHR Platform for the purpose of managing its HealthcareLive health services account.

10.2  Account Administrator

Customer shall designate at least one Account Administrator responsible for managing billing, payment credentials, and platform access within the Billing Section of the EHR Platform. Customer is responsible for all actions taken by its Account Administrator within the platform.

10.3  Intellectual Property

The EHR Platform, all software, algorithms, content, trademarks, and HealthcareLive brand elements are the exclusive intellectual property of HealthcareLive. Customer receives no ownership interest in the platform or any associated intellectual property. Customer may not copy, reverse engineer, modify, or create derivative works of the EHR Platform or any HealthcareLive technology.

10.4  Platform Terms of Use

Use of the HealthcareLive EHR Platform is additionally governed by the Platform Terms of Use, available at www.HealthcareLive.com/terms-of-service. In the event of a conflict, these Universal Terms of Service prevail with respect to billing, payment, and account matters.

11.1  Three-Party Structure

HealthcareLive services are delivered through three entities, each with a distinct and defined role:

• HealthcareLive, Inc. (Manager) — provides platform operations, administration, scheduling, care coordination, credentialing administration, and all customer-facing management services. Manager does not practice medicine and has no clinical authority.
• HealthcareLive Medical Group (Provider) — the physician-led medical entity responsible for all clinical determinations, medical oversight, utilization management, and physician services. Provider is the entity through which clinical services are rendered.
• Clinically Integrated Network (Network) — a network of independently contracted licensed healthcare providers who deliver care to patients. Network providers make independent clinical judgments and are not employees of Manager or Provider.

11.2  Single Payment Obligation

Customer's payment obligation is satisfied by a single payment to the HealthcareLive Medical Group (Provider). No separate payment by Customer to Manager or any Network provider is required or expected. The allocation of payments among Manager, Provider, and Network is governed exclusively by separate inter-party agreements to which Customer is not a party.

11.3  No Manager Clinical Authority

HealthcareLive (Manager) has no authority to direct, override, or influence the clinical decisions of the Medical Group (Provider) or any Network provider. All clinical determinations are made exclusively by Provider and Network providers acting within their independent licensed capacity.

11.4  Credentialing and Network Composition

HealthcareLive strives to contract with the highest level of providers (e.g., board certified, fellowship-trained), but will only contract with independently qualified providers who meet applicable licensing and credentialing requirements. Network composition may vary by geography and service type.

12.1  Independent Contractors

All clinical services are delivered by independent contractors — CIN providers, Medical Group physicians, and other licensed professionals — and not by HealthcareLive employees. HealthcareLive coordinates, schedules, and facilitates care but is not the clinical provider of record.

12.2  Subcontractors

HealthcareLive may engage subcontractors to support platform operations, administrative functions, and technology services. HealthcareLive remains responsible for ensuring that any subcontractor handling Customer data does so in compliance with the confidentiality and data security provisions of this Agreement.

12.3  Network Changes

HealthcareLive reserves the right to modify the composition of its provider network and subcontractor relationships at any time. Material changes to the network that would significantly affect service delivery to Customer will be communicated with reasonable advance notice.

13.1  Service Rate Confidentiality

The Service Rate Schedule is proprietary and confidential to HealthcareLive. Customer agrees not to disclose rate information to any third party without HealthcareLive's prior written consent. Access is limited to Customer's designated Account Administrator through the Billing Section of the EHR Platform.

13.2  Mutual Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by applicable law or legal process. This obligation survives termination of this Agreement for a period of three (3) years.

13.3  Marketing and Case Study Consent

HealthcareLive may request Customer's consent to reference Customer's name, logo, or aggregate outcome data in marketing materials, case studies, or public communications. Such consent is voluntary, opt-in, and may be withdrawn by Customer at any time in writing. HealthcareLive will not identify Customer by name without prior written consent.

14.1  Security Standards

HealthcareLive maintains administrative, physical, and technical safeguards designed to protect Customer data and patient health information against unauthorized access, disclosure, alteration, or destruction, in accordance with applicable law including the HIPAA Security Rule and applicable state data security laws.

14.2  Breach Notification

In the event of a confirmed data breach involving Customer's data or patient health information, HealthcareLive will notify Customer in writing as soon as reasonably practicable, or within such timeframe as required by applicable law, including: a description of the nature of the breach; the categories and approximate number of individuals and records affected; the likely consequences of the breach; and the measures taken or proposed to address the breach.

14.3  Data Retention

As a standard practice, HealthcareLive retains patient and clinical records for a minimum of ten (10) years from the date of service or last treatment. Records relating to minor patients are retained until the minor reaches the age of majority in the applicable state plus the standard ten-year retention period. This Section 14.3 shall survive termination of this Agreement.

14.4  Customer Responsibilities

Customer is responsible for maintaining the security of its account credentials, Account Administrator access, and any data that Customer uploads to or transmits through the EHR Platform. Customer shall promptly notify HealthcareLive of any suspected unauthorized access to its account.

15.1  HIPAA Compliance

The collection, use, storage, and disclosure of patient health information in connection with services delivered under this Agreement is governed by HealthcareLive's Privacy Policy and applicable law, including HIPAA where applicable.

15.2  Business Associate Agreement

Where Customer qualifies as a Covered Entity under HIPAA and requests a Business Associate Agreement, HealthcareLive will execute a BAA with Customer upon written request. Under any such BAA: Customer acts as the Covered Entity; HealthcareLive acts as the Business Associate; and the BAA governs HealthcareLive's use and disclosure of Protected Health Information on Customer's behalf.

A BAA is executed only upon Customer's written request and is not automatically included in this Agreement.

16.1  Multi-State Operations

HealthcareLive delivers telehealth and health services across multiple states. Services are subject to applicable state and federal telehealth laws, which vary by jurisdiction and may change over time. HealthcareLive monitors regulatory requirements and updates its service delivery model accordingly.

16.2  Provider Licensure

Clinical services are delivered by providers who are independently licensed in the applicable state(s). HealthcareLive coordinates care delivery but does not guarantee that services are available in all jurisdictions at all times.

16.3  Customer Compliance Responsibility

Customer is responsible for ensuring that its use of HealthcareLive services complies with applicable law in its jurisdiction, including workers' compensation regulations, state telehealth requirements, and applicable fee schedule regulations.

16.4  Workers' Compensation

HealthcareLive services are designed to support workers' compensation injury triage and management. Customer is responsible for ensuring compliance with applicable workers' compensation laws in its state(s) of operation. HealthcareLive will cooperate reasonably with Customer's compliance obligations upon request.

17.1  Mutual Representations

Each party represents and warrants that: it has full legal authority to enter into this Agreement; this Agreement constitutes a valid and binding obligation; its execution does not violate any applicable law or other agreement; and it is in compliance with all applicable laws and regulations governing its operations.

17.2  HealthcareLive Warranties

HealthcareLive additionally represents and warrants that services will be delivered with reasonable professional skill and care; the EHR Platform will be maintained with reasonable uptime; HealthcareLive will maintain appropriate credentials and licenses; and HealthcareLive will maintain qualification and credentialing standards for Network providers.

17.3  Customer Warranties

Customer additionally represents and warrants that all information provided in the Account Authorization is accurate and complete; Customer will use HealthcareLive services only for lawful purposes; and Customer has obtained all necessary authorizations to share any employee or patient information with HealthcareLive.

17.4  Disclaimer

18.1  Indemnification by HealthcareLive

HealthcareLive agrees to defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims arising out of or related to: HealthcareLive's material breach of this Agreement; HealthcareLive's gross negligence or willful misconduct; or HealthcareLive's infringement of any third-party intellectual property right in connection with the EHR Platform.

18.2  Indemnification by Customer

Customer agrees to defend, indemnify, and hold harmless HealthcareLive, the HealthcareLive Medical Group, CIN providers, and their respective officers, directors, employees, and agents from and against any third-party claims arising out of or related to: Customer's material breach of this Agreement; Customer's misuse of the EHR Platform or HealthcareLive services; Customer's violation of applicable law; or any claim by Customer's employees arising from Customer's failure to properly administer its workers' compensation program.

18.3  Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

19.1  No Practice of Medicine

19.2  Clinical Responsibility

The HealthcareLive Medical Group (Provider) is responsible for clinical oversight and all clinical determinations made by its employed or contracted physicians. Network providers (CIN) are responsible for the independent clinical judgments made in the course of delivering care to patients. HealthcareLive (Manager) bears no clinical responsibility and is not liable for the clinical decisions, diagnoses, or treatment recommendations of the Medical Group or Network providers, except to the extent of HealthcareLive's own gross negligence or willful misconduct.

19.3  Emergency Services

20.1  HealthcareLive Insurance

HealthcareLive shall maintain, at its own expense, the following insurance coverages throughout the term of this Agreement:

• Commercial General Liability: minimum $1,000,000 per occurrence / $3,000,000 aggregate;
• Professional Liability / Errors & Omissions: minimum $1,000,000 per claim;
• Cyber Liability / Data Breach: minimum $1,000,000 per occurrence; and
• Workers' Compensation as required by applicable law.

20.2  Customer Insurance

Customer shall maintain appropriate insurance coverages for its operations, including workers' compensation coverage as required by applicable law. Upon request, each party shall provide the other with certificates of insurance evidencing the coverages required under this Agreement.

21.1  Non-Solicitation of Providers and Staff

During the term of this Agreement and for a period of twelve (12) months following termination or expiration, Customer agrees not to directly solicit, recruit, or hire any HealthcareLive employee, Account Manager, or CIN provider who was introduced to Customer through the HealthcareLive platform or relationship, without HealthcareLive's prior written consent.

21.2  Remedy

Customer acknowledges that a breach of this Section 21 would cause HealthcareLive irreparable harm for which monetary damages would be an inadequate remedy, and that HealthcareLive shall be entitled to seek equitable relief, including injunction, in addition to any other remedies available at law.

22.1  OFAC Compliance

Each party represents and warrants that it is not on the U.S. Treasury Department's OFAC Specially Designated Nationals list or any other applicable sanctions list; not located in or organized under the laws of a country subject to U.S. sanctions; and not owned or controlled by any person or entity on any such list. Each party agrees to notify the other promptly if it becomes aware of any change in these representations.

22.2  Healthcare Regulatory Compliance

Both parties agree to comply with all applicable federal and state healthcare laws and regulations, including but not limited to the Anti-Kickback Statute, the Stark Law (physician self-referral), and applicable state fee-splitting prohibitions, in connection with their respective activities under this Agreement.

23.1  Term and Auto-Renewal

This Agreement commences on the Execution Date and continues for an initial term of one (1) year. Unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term, this Agreement will automatically renew for successive one-year terms. These Universal Terms of Service remain in effect for so long as any HealthcareLive agreement incorporating them is in force.

23.2  Termination for Convenience

Either party may terminate this Agreement at any time with 30 days' written notice. Services rendered prior to the effective termination date remain billable and payable in full. Termination for convenience does not entitle Customer to a refund of any pre-funded balance; Customer may continue to draw down the pre-funded balance for eligible services until depleted or expired per Section 7.4.

23.3  Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 10 business days of written notice identifying the breach.

23.4  Effect of Termination on Pre-Funded Balances

• Termination for Convenience: Customer may continue drawing down the pre-funded balance until depleted or expired. No refund is owed.
• Termination for Cause — Customer Breach: HealthcareLive may apply the pre-funded balance to any outstanding amounts owed. Any remaining balance is non-refundable.
• Termination for Cause — HealthcareLive Breach: Customer is entitled to a refund of the unused pre-funded balance after settlement of any amounts owed by Customer, payable within 30 days of the termination effective date.

23.5  Survival

Sections 5, 6, 13, 14.3, 14, 18, 21, 24, and any payment obligations accrued prior to termination survive the termination or expiration of this Agreement.

24.1  Mutual Limitation

24.2  Cap on Liability

HealthcareLive's total aggregate liability to Customer under this Agreement shall not exceed the total amount paid by Customer to HealthcareLive in the 12 months immediately preceding the event giving rise to the claim.

24.3  Exceptions

The limitations in Sections 24.1 and 24.2 do not apply to: (a) Customer's obligation to pay amounts owed for services rendered; (b) HealthcareLive's obligation to refund unused pre-funded balances pursuant to Section 23.4; (c) either party's indemnification obligations under Section 18; or (d) damages arising from a party's gross negligence or willful misconduct.

26.1  Governing Law

This Agreement is governed by the laws of the State of Ohio, without regard to its conflict of law principles.

26.2  Dispute Resolution and Arbitration

The parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiation for a period of 30 days following written notice of the dispute. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as the exclusive means of resolving such dispute. The arbitration shall be conducted by a single arbitrator in Cincinnati, Ohio, and the arbitrator's decision shall be final and binding on both parties.

Notwithstanding the foregoing, either party may seek emergency or injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration. Each party bears its own costs of arbitration unless the arbitrator determines otherwise.

26.3  Entire Agreement and Order of Precedence

These Universal Terms of Service, together with the Account Authorization and all separately executed agreements, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to the same subject matter. In the event of a conflict:

26.4  Amendment

HealthcareLive may amend these Universal Terms of Service at any time by posting the updated version at www.HealthcareLive.com/terms-of-service and notifying Customer via the EHR Platform or primary account email. Customer's continued use of HealthcareLive services following notice of any amendment constitutes acceptance. Customer may terminate with 30 days' written notice if Customer does not agree to an amendment.

26.5  Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

26.6  Waiver

No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach.

26.7  Assignment

Customer may not assign or transfer any rights or obligations under this Agreement without HealthcareLive's prior written consent. HealthcareLive may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

26.8  Notices

All notices required under this Agreement must be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses set out in the Account Authorization. Notices to HealthcareLive should be directed to: legal@HealthcareLive.com  |  1311 Vine Street, Cincinnati OH 45202.

26.9  Electronic Execution

This Agreement may be executed electronically, including by click-through consent within the HealthcareLive platform or via DocuSign, with the same legal effect as a handwritten signature.