Terms of Service

These Terms of Service (these "Terms") are a binding agreement between you ("you" or “Provider”) and 34 Gigs, Inc. ("34 Gigs" or “us”). These Terms govern your access to, and use of, the 34 Gigs platform (the "Platform") and the 34 Gigs Services made available by 34 Gigs through the Platform. You must be a licensed clinician, qualified mental health provider, or an authorized representative of a healthcare organization to access and use the 34 Gigs Services. The Platform is licensed, not sold, to you.

BY CLICKING THE "AGREE" BUTTON, ACCESSING, OR USING THE PLATFORM OR SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE A LICENSED CLINICIAN, QUALIFIED MENTAL HEALTH PROVIDER, OR AUTHORIZED REPRESENTATIVE OF A HEALTHCARE ORGANIZATION; (C) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS; AND (D) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS, DO NOT ACCESS OR USE THE PLATFORM OR THE 34 Gigs SERVICES. 34 Gigs and you may be referred to herein collectively as the "Parties" or individually as a "Party."

1. Definitions

Capitalized terms not otherwise defined herein shall have the following meanings:

“34 Gigs Services” means the Platform and Services, but does not include Third Party Materials.

“Access Credentials” means the user identification name and password and/or other access keys or controls for the Services.

“Affiliates” means any current or future company that controls, is controlled by, or is under common control with a Party or any Party’s parent company, where ownership and control means the right to direct the affairs of the company by means of voting control.

“Authorized User” means any individual who is authorized by you to access and use the 34 Gigs Services on your behalf, including your employees, contractors, and agents who are appropriately credentialed and supervised.

“BAA” or “Business Associate Agreement” means the business associate agreement entered into between you and 34 Gigs pursuant to the requirements of HIPAA.“Documentation” means user manuals, online help files, technical manuals, and other materials published by 34 Gigs which describe the Platform and Services and their uses, features, specifications, and/or technical requirements.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, including the Privacy Rule, Security Rule, Breach Notification Rule, and all implementing regulations at 45 C.F.R. Parts 160 and 164, as amended from time to time.

“Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through Third Party Materials.

“Plan Subscription” or “Plan” means a subscription plan you select on our website or Platform to access the 34 Gigs Services.

“Platform” means the 34 Gigs web-based platform and any related software or technology through which the Services are made available.

“Protected Health Information” or “PHI” has the meaning set forth in HIPAA.

“Services” means the AI-powered clinical support platform designed for use by licensed clinicians and qualified mental health providers in connection with the treatment of their patients, and all other software features, content, and functionalities provided by 34 Gigs to you through the Platform.

“Term” means the period of authorized access and use of the 34 Gigs Services in accordance with the selected Plan Subscription.

“Usage Data” means data and information related to your use, configuration and deployment of the 34 Gigs Services that is used by 34 Gigs and/or its Affiliates for its business purposes, including but not limited to (a) patterns identified through the use of algorithms regarding credentialing and access requests, log data and data regarding the performance, availability and operation of the Services; and (b) personal data that has been de-identified in accordance with HIPAA such that it is not, alone or in combination with other data, reasonably identifiable to you or any individual patient and is aggregated with other data in 34 Gigs’s custody and control.

2. Right to Access and Use of Services

2.1 License Grant

Subject to your compliance with these Terms and the Business Associate Agreement entered into between the Parties (the “BAA”), 34 Gigs hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform and Services solely for your internal business purposes in connection with the provision of clinical services to your patients, and subject to the terms, limitations, features, and functionality set forth in your Plan Subscription and these Terms. All rights not expressly granted to you are reserved by 34 Gigs. Each Authorized User’s Access Credentials may be signed in on only one device at a time.

2.2 Usage Restrictions

In addition to any other limitations set forth in these Terms and any Plan Subscription, you agree not to (a) copy, download, modify or translate any part of the Services or Platform in any manner not authorized by these Terms; (b) reverse engineer, decompile, or disassemble any part of the Services or Platform, or otherwise attempt to discover the underlying source code of the Services or Platform; (c) tamper with, bypass or alter the security features of the Services or Platform or any of the hosted infrastructure, (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the 34 Gigs Services or any features or functionality of the 34 Gigs Services to any person or entity; (e) use the 34 Gigs Services in a manner inconsistent with these Terms; (f) use the 34 Gigs Services in any manner that violates applicable law, regulation, or rule, including but not limited to using the 34 Gigs Services for any illegal, obscene or threatening purpose; and (g) use the 34 Gigs Services or its contents for purposes of competitive analysis, the development of a competing product or service, or any purpose that is detrimental to 34 Gigs.

2.3 Reservation of Rights

You acknowledge and agree that the Platform and Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform or Services under these Terms, or any other rights thereto other than to use the Platform and Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. 34 Gigs and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

2.4 Eligibility

In order to use the 34 Gigs Services, you must be (a) a licensed clinician or qualified mental health provider in good standing with all applicable licensing authorities, or (b) an authorized representative of a healthcare organization that employs or contracts with such licensed professionals. By agreeing to these Terms, you represent and warrant to us that: (i) you meet the eligibility requirements set forth herein; (ii) you hold all licenses, certifications, and credentials required by applicable law to provide mental health services to patients; (iii) you have not previously been suspended or removed from the 34 Gigs Services; (iv) you have executed a Business Associate Agreement with 34 Gigs; and (v) your registration and your use of the 34 Gigs Services is in compliance with any and all applicable laws and regulations, including but not limited to HIPAA.

2.5 Updates to the Platform and Services

34 Gigs may, from time to time and in its sole discretion, develop and provide updates to the Platform and/or Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features and related documentation (collectively, “Updates”). Updates may modify or delete certain features or functionality in their entirety. You agree to promptly implement all Updates and acknowledge and agree that the Platform, Services, or portions thereof may not properly operate should you fail to do so. All Updates are deemed part of the Platform and/or Services, respectively, and subject to these Terms. 34 Gigs has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

2.6 Service Changes

34 Gigs may modify or discontinue the 34 Gigs Services or any features at any time, temporarily or permanently, without notice or liability. 34 Gigs will have no liability for any change to the 34 Gigs Services or any suspension or termination of access.

4. Provider Content

4.1 Acceptable Use Policy

The 34 Gigs Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set out in our acceptable use policy ("AUP") located at [Acceptable Use Policy] as may be amended from time to time, which is hereby incorporated herein by reference. You shall comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, requirements, and policies that may be posted on 34gigs.com from time to time, which are hereby incorporated herein by reference, including the AUP. Only you may use the 34 Gigs Services and your use of the 34 Gigs Services must comply with these Terms. You shall implement appropriate security measures to safeguard your Access Credentials, if any, and you are solely responsible for any and all activity that occurs in connection with your Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the 34 Gigs Services.

4.2 Provider Content

Certain features may permit you to upload or transmit content, including patient information, clinical notes, data and other materials (“Provider Content”). You retain ownership of Provider Content. You grant 34 Gigs a worldwide, nonexclusive, royaltyfree license (with the right to sublicense to service providers acting on 34 Gigs’s behalf) to host, store, display, reproduce, modify for formatting, and distribute Provider Content as reasonably necessary to operate and improve the 34 Gigs Services. You acknowledge and agree that you are solely responsible for ensuring that Provider Content is transmitted and stored in compliance with HIPAA and all other applicable laws. For the avoidance of doubt, Provider Content excludes any Documentation, 34 Gigs Services or Usage Data.

4.3 Provider Content Representations and Warranties

34 Gigs disclaims any and all liability in connection with Provider Content. You are solely responsible for Provider Content and agree to indemnify 34 Gigs and its Affiliates for all claims arising from or in connection with any claims to any rights in Provider Content or any damages arising from Provider Content, including any claims by patients whose information is included in Provider Content. By submitting or transmitting Provider Content to the 34 Gigs Services, you represent and warrant that: (a) you are the owner of, and have all necessary rights and permissions in, Provider Content, including all required patient authorizations and consents (including consents for session recording and use of AI Services), to permit 34 Gigs to use and distribute it as necessary to exercise the license granted by you in these Terms without violating the rights of any third party or applicable law, including HIPAA; (b) you will not use the 34 Gigs Services: (i) in violation of the AUP; or (ii) to cause 34 Gigs to violate any applicable laws or regulations, including HIPAA; (c) you have implemented appropriate administrative, physical, and technical safeguards to protect the privacy and security of all Protected Health Information (as defined under HIPAA) in accordance with applicable law; and (d) all patient information included in Provider Content was obtained in compliance with applicable law and with all necessary patient consents and authorizations.

4.4 Monitoring and Privacy

Provider Content containing Protected Health Information shall be treated as confidential in accordance with the BAA and applicable law. 34 Gigs is under no obligation to edit or control Provider Content and will not be responsible or liable for any Provider Content. However, 34 Gigs may, at any time and without prior notice, screen, remove, edit, or block any Provider Content that 34 Gigs determines in its sole discretion violates these Terms, the BAA, HIPAA, or is otherwise objectionable. 34 Gigs may also notify your organization’s administrators of Provider Content or usage that may indicate a risk of harm. 34 Gigs may from time to time monitor any and all information transmitted or received through the Platform or in connection with the 34 Gigs Services, for operational and other purposes, in accordance with 34 Gigs’s Privacy Policy available at 34gigs.com (our “Privacy Policy”) and the BAA.

4.5 Collection and Use of Device/App Information

By downloading, installing, accessing, or using the Platform, you acknowledge and agree that 34 Gigs may collect information about your device and your use of the Platform and Services through automatic means (for example, cookies, web beacons, and similar technologies), that you may be required to provide certain information as a condition to accessing certain features or functionality, and that the Platform and Services may provide you opportunities to share information about yourself with others. All information collected through or in connection with the 34 Gigs Services is subject to our Privacy Policy. By downloading, installing, accessing, or using the Platform or Services, and by providing information to or through them, you consent to all actions taken by 34 Gigs with respect to your information in compliance with the BAA.

6. Subscription; Payment; Renewals

6.1 Subscriptions and Payment

You shall pay 34 Gigs the fees set forth in your selected Plan Subscription and for any additional ad hoc services you select ("Fee(s)"), (as well as any applicable taxes), which shall be paid in accordance with the applicable Plan and these Terms. To use the 34 Gigs Services, you must provide us with one or more Payment Methods upon registering for a Plan Subscription. You represent and warrant to us that such information provided to us is true and authorize us to charge any Payment Method associated to your 34 Gigs account for payment of your Subscription Fee, or any other amounts owed, until you terminate your Plan Subscription in accordance with these Terms, and you further agree to pay any charges so incurred. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the 34 Gigs Services until we have successfully charged a valid Payment Method. If you dispute any charges, you must provide written notice to 34 Gigs within fourteen (14) days after the date that 34 Gigs charges you. The Fees for the 34 Gigs Services and any other charges you may incur in connection with your use of the 34 Gigs Services, such as taxes and possible transaction fees, will be charged to your Payment Method upon enrolling in a Plan Subscription or on the specific payment date(s) indicated by your Plan Subscription. The length of your billing cycle will depend on the type of Plan Subscription and the 34 Gigs Services that you choose.

6.2 Price Changes

34 Gigs reserves the right to change our plan subscriptions and the price for our services at any time upon thirty (30) days’ notice to you. If you disagree with the change in price or change to your Plan Subscription, then you may terminate your Plan Subscription by providing 34 Gigs written notice at any time prior to the change in price becoming effective. Your continued use of the 34 Gigs Services after the price change becomes effective constitutes your agreement to pay the changed amount. If your Plan Subscription is annual, the price change will become effective upon renewal.

6.3 Automatically-Renewing Subscriptions; Cancellations

Where you select a Plan Subscription that automatically renews on a recurring basis, your subscription will automatically renew according to the Plan Subscription (e.g., monthly or annually) unless you cancel your Plan Subscription as set forth in Section 7 of these Terms. You authorize 34 Gigs to maintain your account information and charge that account automatically upon the renewal of the Plan Subscription you choose with no further action required by you. In the event that 34 Gigs is unable to charge your account as authorized by you when you enrolled in the Services, 34 Gigs, may, in its sole discretion: (a) bill you for the 34 Gigs Services and suspend your access to the 34 Gigs Services until payment is received, and/or (b) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. You must cancel your Plan Subscription before it renews in order to avoid billing of the Subscription Fees for the next billing cycle to your Payment Method.

6.5 No Refunds

The Fees are nonrefundable and there are no credits for partially used periods.

6.6 Taxes and Other Charges

All amounts payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify 34 Gigs from any liability thereon. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing 34 Gigs with legally sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify 34 Gigs and will pay 34 Gigs any additional amounts necessary to ensure that the net amount of payment that 34 Gigs receives, after any deduction and withholding, equals the amount of payment 34 Gigs would have received if no deduction or withholding had been required. Additionally, you will provide 34 Gigs with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. In no event shall you be responsible for any state or federal income tax incurred by 34 Gigs, due to our relationship with you.

7. Term & Termination; Cancellation Rights; Suspension

7.1 Term

Unless earlier terminated pursuant to Section 6.2, 6.3 or this Section 7, each Plan Subscription will remain in effect for the duration of the Term specified for the selected Plan Subscription for the 34 Gigs Services, including any renewals.

7.2 Cancelation

You may cancel your Plan Subscription in accordance with our Cancellation Policy available at 34gigs.com (the “Cancellation Policy”), which is incorporated into these Terms by reference. Upon timely cancellation, you will not be obligated to pay Fees for any upcoming renewal Term; however, you will remain responsible for the Fees and may continue to access the 34 Gigs Services through the end of the then-current Term.

7.3 Termination or Suspension by 34 Gigs

34 Gigs may, at its option, immediately terminate your Plan Subscription for cause or suspend the 34 Gigs Services without prior notice if: (a) 34 Gigs reasonably believes that the 34 Gigs Services are being used in a manner inconsistent with and/or in violation of law, regulation, rule, the BAA, HIPAA, or the terms of these Terms; (b) your use of the 34 Gigs Services interferes with the normal operations of the Services or other customer’s use of the same; (c) there is an attack on the Services or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which 34 Gigs reasonably believes suspension of the 34 Gigs Services is necessary to protect the 34 Gigs network, patient data, or 34 Gigs's other customers; (d) your payment of any amount is overdue and you fail to pay the overdue amount within ten (10) days of 34 Gigs' written notice; (e) you breach any obligation relating to 34 Gigs's (or its suppliers’) intellectual property rights; (f) the 34 Gigs Services are being used in material violation of Section 4.1 or the AUP; (g) you breach any provision of the BAA or HIPAA; (h) your license to practice is suspended, revoked, or otherwise restricted; or (i) you materially fail to comply with any other provision of these Terms and do not remedy that failure within fifteen (15) days of 34 Gigs's notice to you describing the failure in reasonable detail. 34 Gigs will endeavor to give you advance notice of pending suspension or termination, unless 34 Gigs determines, in 34 Gigs's reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect 34 Gigs, its customers, patient data, or others. 34 Gigs may contact emergency services or appropriate authorities if it reasonably believes that a patient or other person is in imminent danger.

7.4 Effect of Termination

Upon termination of your Plan Subscription, all rights granted to you with respect to the Platform will terminate, and you will cease using the 34 Gigs Services and your license. Termination will not relieve you from any accrued payment obligations. After termination, 34 Gigs will return or destroy Provider Content as set out in the BAA and the DPA. 34 Gigs will not be liable to you for any claims or damages of any kind arising out of termination of these Terms or suspension of 34 Gigs Services in accordance with this Section 7. Termination will not limit any of 34 Gigs’s rights or remedies at law or in equity.

8. Intellectual Property Rights

8.1 The 34 Gigs Services are owned by 34 Gigs (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, 34 Gigs retains all right, title and interest in and to the 34 Gigs Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the 34 Gigs Services. Nothing herein shall operate to transfer or convey to you any rights in any 34 Gigs Services. You agree to promptly notify 34 Gigs if you become aware of, or suspect any unauthorized, access, use or misuse of the 34 Gigs Services. Any reports or analysis provided through or generated by your use of the Services or the Platform, including the AI Services, shall be owned by us; provided however, subject to these Terms, we grant you a non-transferable, non-sublicensable license during the Term of your subscription to use such reports and analysis within the Platform and through the Services, solely for your internal clinical purposes. Similarly, you retain all right, title and interest in and to Provider Content, subject to the license granted herein and the terms of the BAA. To the extent you provide 34 Gigs with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the 34 Gigs Services (“Feedback”), you acknowledge and agree that 34 Gigs will be the owner of all such Feedback and may use and incorporate the Feedback into the 34 Gigs Services without compensation or attribution to you. As between 34 Gigs and you, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by 34 Gigs. You acknowledge and agree that 34 Gigs may compile Usage Data based on Provider Content input into the 34 Gigs Services, provided such Usage Data has been de-identified in accordance with HIPAA. You agree that 34 Gigs may (a) make Usage Data publicly available in compliance with applicable law, and (b) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data does not identify you or your patients.

8.2 All trademarks on or related to the 34 Gigs Services are the sole and exclusive property of 34 Gigs and are protected by US and international trademark laws. Nothing in these Terms shall give you any right, title, or interest in or to 34 Gigs’s trademarks, nor give you any right to use 34 Gigs’s trademarks for any purpose without the prior written approval of 34 Gigs. You agree that you will do nothing inconsistent with 34 Gigs’s ownership of its trademarks and will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any of 34 Gigs’s trademarks.

9. Representations and Warranties; Disclaimers; Reliance on Information

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 34 Gigs DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. 34 Gigs DOES NOT REPRESENT THAT THE 34 Gigs SERVICES WILL BE COMPLETELY SECURE, HIPAA-COMPLIANT FOR YOUR SPECIFIC USE CASE, OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE 34 Gigs SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE 34 Gigs SERVICES WILL BE CORRECTED. 34 Gigs MAKES NO WARRANTY THAT THE 34 Gigs SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT YOU WILL OBTAIN ANY SPECIFIC CLINICAL OUTCOMES, RESULTS, OR PERFORMANCE. 34 Gigs MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE 34 Gigs SERVICES FOR ANY PARTICULAR PATIENT, PATIENT POPULATION, CLINICAL CONDITION, OR TREATMENT PROTOCOL. YOU ARE SOLELY RESPONSIBLE FOR (A) ENSURING YOUR OWN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS, REGULATIONS OR RULES RELATED TO YOUR USE OF THE 34 Gigs SERVICES AND ANY CONTENT PROVIDED BY THE SERVICES, INCLUDING BUT NOT LIMITED TO HIPAA, STATE PRIVACY LAWS, AND ANY LAWS, RULES, OR REGULATIONS REGARDING THE USE OF AI SERVICES; (B) ALL CLINICAL DECISIONS AND PATIENT CARE; (C) OBTAINING ALL NECESSARY PATIENT CONSENTS AND AUTHORIZATIONS; (D) DETERMINING WHETHER THE 34 Gigs SERVICES ARE APPROPRIATE FOR USE WITH ANY PARTICULAR PATIENT; AND (E) ANY AND ALL COMMUNICATIONS WITH, AND TREATMENT OF, YOUR PATIENTS.

9.2 The 34 Gigs Services may include certain artificial intelligence features (collectively referred to as “AI Services”). AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing clinical judgment and professional review of such output. AI Services are intended to support, not replace, the clinical judgment of licensed healthcare providers. AI SERVICES OUTPUT IS NOT A SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGMENT AND SHOULD NEVER BE USED AS THE SOLE BASIS FOR ANY CLINICAL DECISION OR PATIENT TREATMENT. While we make commercially reasonable efforts to ensure accuracy and reliability of the information provided by the AI Services, we do not guarantee or warrant the absolute accuracy, completeness, or usefulness of information provided by AI Services, nor do we guarantee that AI Services output will be appropriate for any particular patient, clinical situation, diagnosis, or treatment plan. 34 Gigs disclaims all liability and responsibility arising from any reliance placed on such results by you, your patients, or by anyone who may be informed of such results, including any claims arising from clinical decisions made using AI Services output. You agree that we may use and store Provider Content processed by an AI Service to maintain and provide the applicable AI Service, subject to the terms of the BAA.

9.3 Clinical Support Tool; No Medical Advice; No Provider-Patient Relationship

34 Gigs is not a health care provider and does not provide medical, psychiatric, psychological, therapeutic, diagnostic, or treatment services. The 34 Gigs Services are clinical support tools intended to assist licensed clinicians and qualified mental health providers in their delivery of patient care. THE 34 Gigs SERVICES DO NOT PROVIDE CLINICAL DIAGNOSES, TREATMENT RECOMMENDATIONS, OR MEDICAL ADVICE. ALL CLINICAL DECISIONS REMAIN THE SOLE RESPONSIBILITY OF THE LICENSED CLINICIAN OR HEALTHCARE PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL EXERCISE INDEPENDENT PROFESSIONAL JUDGMENT IN ALL PATIENT CARE DECISIONS AND WILL NOT RELY SOLELY ON information or outputs provided by the 34 Gigs Services. 34 Gigs HAS NO DIRECT RELATIONSHIP WITH YOUR PATIENTS AND ASSUMES NO DUTY OF CARE, RESPONSIBILITY, OR LIABILITY TO ANY PATIENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR PROVIDER-PATIENT RELATIONSHIP AND ALL OBLIGATIONS ARISING THEREFROM.

9.4 No Emergency or Crisis Support

The 34 Gigs Services are not designed for use in medical or psychiatric emergencies or crisis situations. You are solely responsible for implementing appropriate emergency protocols for your patients. If a patient is in crisis, feels they may harm themselves or others, or is otherwise in danger, you must follow your standard clinical emergency procedures and contact appropriate emergency services. Do not rely on the 34 Gigs Services for urgent clinical support or crisis intervention. 34 Gigs SHALL HAVE NO LIABILITY FOR ANY HARM ARISING FROM RELIANCE ON THE 34 Gigs SERVICES IN AN EMERGENCY OR CRISIS SITUATION.

9.5 HIPAA Compliance

You acknowledge and agree that the 34 Gigs Services are designed to assist licensed clinicians and qualified mental health providers in their provision of patient care. Your use of the 34 Gigs Services is subject to the Business Associate Agreement between you and 34 Gigs. You are solely responsible for (a) determining whether your use of the 34 Gigs Services is appropriate for your clinical practice and compliant with applicable laws, including HIPAA; (b) implementing appropriate administrative, physical, and technical safeguards to protect the privacy and security of Protected Health Information; (c) obtaining all necessary patient authorizations and consents required under HIPAA and applicable state law, including any authorizations required for the recording of patient sessions; (d) complying with all notification and reporting requirements under HIPAA and applicable state law in the event of a breach; and (e) providing all required notices to patients regarding the use of the 34 Gigs Services in connection with their care. 34 Gigs’s obligations with respect to Protected Health Information are set forth exclusively in the BAA. 34 Gigs MAKES NO REPRESENTATION THAT YOUR SPECIFIC USE OF THE 34 Gigs SERVICES WILL BE COMPLIANT WITH HIPAA OR ANY OTHER APPLICABLE LAW.

9.6 Patient Acknowledgment

You represent and warrant that, prior to using the 34 Gigs Services in connection with any patient, you will (a) inform the patient that the 34 Gigs Services, including session recording functionality, will be used in connection with their care; (b) obtain and document all necessary consents and authorizations from the patient for such use, including the patient’s consent to the recording or transcription of sessions and any authorization required under 45 C.F.R. § 164.508 before you submit psychotherapy notes to the 34 Gigs Services; (c) inform the patient that 34 Gigs is a technology provider and not a healthcare provider; and (d) inform the patient that 34 Gigs has no direct relationship with the patient and assumes no responsibility or liability to the patient. YOU SHALL INDEMNIFY AND HOLD 34 Gigs HARMLESS FROM ANY CLAIMS BY YOUR PATIENTS ARISING FROM YOUR FAILURE TO OBTAIN PROPER CONSENTS OR PROVIDE REQUIRED DISCLOSURES.

10. Limited Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 34 Gigs BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, PATIENT INJURIES, PATIENT DEATHS, PATIENT CLAIMS, MALPRACTICE CLAIMS, CLAIMS BY THIRD PARTIES (INCLUDING PATIENTS), REGULATORY FINES OR PENALTIES, OR DAMAGES ARISING FROM ANY CLINICAL DECISIONS, TREATMENT RECOMMENDATIONS, DIAGNOSES, OR PATIENT CARE, RELATING TO THE 34 Gigs SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE 34 Gigs SERVICES OR SUPPORT THEREFOR, WHETHER OR NOT DUE TO 34 Gigs’S NEGLIGENCE. YOU EXPRESSLY AGREE THAT 34 Gigs SHALL NOT BE LIABLE FOR (A) ANY VIOLATION OF OR NON-COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS THROUGH YOUR USE OF THE 34 Gigs SERVICES, INCLUDING BUT NOT LIMITED TO HIPAA, STATE PRIVACY LAWS, AND ANY LAWS, RULES OR REGULATIONS REGARDING THE USE OF AI SERVICES; (B) ANY ACT OR OMISSION OF YOU OR YOUR AUTHORIZED USERS; (C) ANY CLAIM ARISING FROM YOUR RELATIONSHIP WITH YOUR PATIENTS OR THE CARE PROVIDED TO YOUR PATIENTS; (D) ANY CLAIM BY A PATIENT OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE 34 Gigs SERVICES; OR (E) ANY CLINICAL OUTCOME, TREATMENT RESULT, OR PATIENT HARM. 34 Gigs’S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR RELATED TO THE 34 Gigs SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR ACCESS TO THE 34 Gigs SERVICES IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), PROFESSIONAL NEGLIGENCE, MEDICAL MALPRACTICE, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You will indemnify, defend and hold 34 Gigs, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns harmless against any and all losses, damages, expenses, liabilities, claims, actions, and proceedings (including reasonable attorneys’ fees and costs) arising from: (a) your unauthorized use of, or misuse of, the 34 Gigs Services; (b) your violation of any portion of these Terms, the BAA, or any representation, warranty, or agreement referenced in these Terms; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party, including your patients; (e) any misappropriation or infringement of intellectual property rights arising from Provider Content; (f) your violation of HIPAA, state privacy laws, or any other applicable law, rule, or regulation; (g) any claim arising from your clinical decisions, treatment recommendations, diagnoses, or patient care; (h) any claim arising from your failure to obtain proper patient consents or authorizations, including consents for session recording; (i) any malpractice claim or claim of professional negligence; (j) any claim by a patient or other third party arising from your use of the 34 Gigs Services or your relationship with such patient; (k) any claim arising from Provider Content; or (l) any claim arising from your failure to provide required notices or disclosures to patients regarding your use of the 34 Gigs Services. 34 Gigs reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

12. Third Party Materials

12.1 Third Party Materials Displayed, Included, or Linked in the Platform. The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). 34 Gigs is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof, and assumes no liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

12.2 Nothing in these Terms is intended to limit your rights, if any, under applicable third‑party open‑source software licenses for components included in the 34 Gigs Services.

12.3 Connected Third-Party Services

If you connect third-party services to the 34 Gigs Services, such as Zoom, Microsoft Teams, Google Meet or Microsoft Outlook, your use of those services is governed by their own terms. 34 Gigs receives from those services only the information needed to provide the Services. From Zoom, 34 Gigs receives meeting transcripts, not video or audio recordings.

13. Export Regulation

You agree to abide by and to conform to any and all export regulations in force during these Terms that are applicable to you or the Services provided, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Services. The Services and the underlying information and technology may not be accessed, downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

14. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through direct email communication from us. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

15. Miscellaneous

15.1 Notices

Each Party consents to receive all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically. 34 Gigs may provide such notices by posting them on the Services or at the email address you provided to 34 Gigs. Notices to 34 Gigs should be emailed to support@34gigs.com. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the 34 Gigs Services.

15.2 Entire Agreement

The Plan Subscription, together with these Terms, the Business Associate Agreement, the Data Processing Addendum attached as Exhibit 1, and any other terms and conditions incorporated into these Terms by reference constitutes the complete agreement between 34 Gigs and you regarding the 34 Gigs Services and supersedes all previous communications between the parties relating to the subject matter herein. In the event of a conflict between these Terms and the BAA, the terms of the BAA shall control with respect to Protected Health Information.

15.3 Assignment

You may not assign these Terms or the rights granted hereunder without 34 Gigs’s prior written consent, and any such assignment without consent is void. 34 Gigs’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.

15.4 Governing Law and Venue

These Terms shall be governed by the laws of the State of Delaware without reference to its conflicts of law principles or your state or country of residence. Each Party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in the State of Delaware, United States of America, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree you may only bring claims against 34 Gigs related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The Parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Terms. You agree that any claim arising out of or related to these Terms must be brought within one (1) year after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to these Terms, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.

15.5 Injunctive Relief

You acknowledge that a breach by you of Section 8 (Intellectual Property Rights), may cause 34 Gigs irreparable damages, for which an award of damages would not be adequate compensation. You agree that, in the event of such breach or threatened breach, 34 Gigs will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity.

15.6 General

If any part of these Terms is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Terms will remain in full force and effect. The waiver by a Party of any breach of any provision of these Terms will not operate or be construed as a waiver of any subsequent breach. The Parties' relationship is that of independent contractors. Neither Party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. Portions of the Services may utilize or include third party software, open-source software, and other copyrighted material. Use of such third party or open-source software is governed exclusively by their respective terms and not by these Terms. Except for payment obligations, neither Party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by any cause or event beyond its reasonable control. The captions used in these Terms are for convenience only and are not binding.

Exhibit 1: Data Processing Addendum

This Data Processing Addendum (“DPA”) applies to the extent that 34 Gigs Processes Personal Data for, or on behalf of licensed clinicians and health care providers (“You”). This DPA is supplemental to the Business Associate Agreement between the Parties, and in the event of a conflict between this DPA and the BAA with respect to Protected Health Information, the terms of the BAA shall control. In the event of a conflict between this DPA and these Terms the terms and conditions set forth in this DPA shall supersede and control with respect the processing of Personal Data. For the avoidance of doubt, the terms or conditions set forth in the Terms that are not otherwise addressed herein shall remain in full force and effect. All capitalized terms that are used, but not defined in this DPA, shall be ascribed the meaning set forth in the Terms.

1. Definitions

For purposes of this DPA, the following terms shall apply:

2. Processing Rights and Obligations

2.1 Roles and Responsibilities

The nature and scope of processing of Patient Personal Data pursuant to this DPA is set forth in Annex I. For purposes of this DPA, you shall be considered a data controller (or a “business” within the meaning of the CCPA), and 34 Gigs shall be considered a data processor (or a “service provider” within the meaning of the CCPA). With respect to Protected Health Information, the roles of the Parties are set forth in the BAA. 34 Gigs shall process Patient Personal Data only in accordance with the Documented Instructions, except to the extent otherwise required by law. In the event 34 Gigs is compelled by law to Process Patient Personal Data other than in accordance with the terms and conditions set forth in the Documented Instructions, 34 Gigs shall notify you of that legal requirement prior to Processing, unless such notification is expressly prohibited by law.

2.2 Data Ownership

As between you and 34 Gigs, you own Patient Personal Data, and all Patient Personal Data shall remain your property. You hereby grant to 34 Gigs and its affiliates a worldwide, non-exclusive, sublicensable, royalty-free right and license to Process Patient Personal Data to the extent reasonably necessary to provide, monitor, and modify the Services or as otherwise set forth herein, subject to the terms of the BAA with respect to any Protected Health Information. 34 Gigs may collect and retain Usage Data, during and after the term of the agreement, provided such Usage Data has been de-identified in accordance with HIPAA.

2.3 Your Obligations

You acknowledge and agree that you shall be responsible for the following: (i) the accuracy, quality, and legality of Patient Personal Data submitted and transmitted to the Services, or otherwise provided to 34 Gigs, (ii) complying with all necessary transparency and lawfulness requirements for the collection and use of Patient Personal Data, including obtaining any necessary consents and authorizations from patients, (iii) ensuring you and each Authorized User has the right to transfer Patient Personal Data to 34 Gigs or submit or input Patient Personal Data into the Services, and (iv) compliance with HIPAA and all other applicable healthcare privacy laws with respect to Protected Health Information. You acknowledge that the Services are designed for use by licensed clinicians and qualified mental health providers and that you are solely responsible for all clinical decisions and patient care.

2.4 CCPA/CPRA Disclaimer

Each party acknowledges and agrees that the disclosure of Patient Personal Data to the other does not constitute, and is not the intent of either party for such disclosure to constitute, a Sale or Sharing of Patient Personal Data, and if valuable consideration, monetary or otherwise, is being provided by either party, such valuable consideration, monetary or otherwise, is being provided for the rendering of Services and not for the disclosure of Patient Personal Data. 34 Gigs (i) shall not collect, retain, use, or disclose Patient Personal Data for any purpose (including for any commercial purpose) other than for the specific purpose of performing the Services, unless otherwise required by law, (ii) shall not Sell or Share Patient Personal Data, except as necessary to satisfy its obligations under the Agreement, (iii) shall not collect, retain, use, or disclose Patient Personal Data outside the direct business relationship between 34 Gigs and you, unless expressly permitted by law, (iv) shall not combine Patient Personal Data that 34 Gigs receives from, or on your behalf, with Personal Data that 34 Gigs receives from, or on behalf of, another party, or collects from its own interaction with a Data Subject, except to the extent reasonably necessary to provide the Services and as expressly permitted by law, and (v) shall, at your reasonable request, cease any unauthorized Processing of and grant you authorization to assess and remediate any such unauthorized Processing. This DPA is 34 Gigs’s certification, to the extent the CCPA or any other applicable Data Protection Law requires such a certification, that 34 Gigs understands and will comply with the Processing limitations with respect to Patient Personal Data that are set forth in the Documented Instructions. The parties acknowledge and agree that 34 Gigs shall Process Patient Personal Data only for the specific “business purpose” of performing the Services set forth in the Terms.

3. Confidentiality and Information Security

3.1 Confidentiality

34 Gigs shall implement commercially reasonable measures designed to (i) maintain the confidentiality of Your Personal Data, (ii) ensure that all individuals who are authorized to Process Your Personal Data on its behalf have committed themselves to confidentiality, and (iii) limit access to Your Personal Data to only those individuals who have a business need for such access.

3.2 Information Security

34 Gigs shall (i) maintain the confidentiality of all Your Personal Data, (ii) implement measures designed to limit access to Your Personal Data to only those individuals who have a business need for such access, and (iii) take reasonable steps to ensure the reliability of all individuals who have access to Your Personal Data. 34 Gigs shall implement and maintain commercially reasonable technical and organizational security controls to protect and safeguard Your Personal Data from a Security Event.

4. Cooperation and Assistance; Return of Patient Personal Data

4.1 Cooperation and Assistance

34 Gigs shall provide commercially reasonable assistance to you to enable you to comply with its obligations and responsibilities under any applicable Data Protection Law, including with respect to providing access to, correcting, and deleting Patient Personal Data in response to Data Subjects exercising their rights and privileges under applicable Data Protection Laws. 34 Gigs shall, to the extent legally permitted, promptly notify you if 34 Gigs receives a correspondence, inquiry, complaint, request, or demand (collectively or individually, a “Data Notice”) concerning the Processing of Your Personal Data. Notwithstanding the foregoing, in response to any such Data Notice, 34 Gigs may furnish your email contact information and request the Data Notice be submitted directly to you

4.2 Return or Destruction of Patient Personal Data

Upon termination of the Services, 34 Gigs shall, within sixty (60) days, delete or return all Patient Personal Data in accordance with applicable Data Protection Law, provided 34 Gigs shall not be required to delete or return to you any Patient Personal Data that 34 Gigs is required by applicable law or order of a governmental or regulatory body to retain, or is required for 34 Gigs to enforce or defend its legal rights or interests under this DPA. Notwithstanding the foregoing, 34 Gigs shall not be required to delete or return to you any Patient Personal Data archived on backup systems if 34 Gigs securely isolates such Patient Personal Data and protects it from any further Processing and such Patient Personal Data is deleted in accordance with 34 Gigs’s standard overwriting and deletion policies.

5. Security Event Procedures

34 Gigs shall, where legally required, undertake the following: (i) notify you of a Security Event when it discovers the same and in accordance with notification timeframes set forth in applicable Data Protection Law, (ii) provide timely information to you relating to the Security Event as it becomes known or as is reasonably requested by you, and (iii) promptly take reasonable steps to contain, investigate, and mitigate any Security Event. Any action taken by 34 Gigs in accordance with this section shall not be interpreted or construed as an admission of liability, wrongdoing, or fault.

6. Audits

34 Gigs shall (i) upon request (but not more frequently than annually) respond to questionnaires and similar requests for information provided by you to demonstrate 34 Gigs’s compliance with 34 Gigs’s obligations under this DPA, and (ii) periodically use independent external auditors to verify the adequacy of its security controls. If the information and reports described in the foregoing (i) and (ii) do not demonstrate 34 Gigs’s compliance with its obligations and responsibilities set forth in this DPA, you may conduct an inspection or audit of 34 Gigs’s business operations, or have the same conducted by a qualified third party subject to a nondisclosure agreement, provided (i) you furnish 34 Gigs at least thirty (30) days’ advanced written notice, (ii) the inspection or audit is conducted during 34 Gigs’s regular business hours and does not involve penetration testing, vulnerability scanning, or other technical security testing, and (iii) the inspection or audit is conducted in a manner that does not materially interrupt 34 Gigs’s business operations. You shall be solely responsible for all reasonable costs and fees associated with the inspection or audit described herein, unless the results demonstrate 34 Gigs’s non-compliance with this DPA. You shall immediately provide the results or conclusions of any inspection, test, or audit conducted to 34 Gigs, and 34 Gigs shall promptly remediate or resolve any significant or material vulnerability or deficiency identified therein.

7. Subcontracting

7.1 Subcontractors

You hereby acknowledge and agree that 34 Gigs may authorize the use of Subcontractors to assist with its provision of Services to You, provided 34 Gigs executes with any such Subcontractor a written agreement that contains terms and conditions that are substantially the same as, and in any event no less stringent than, the terms and conditions set forth in this DPA. 34 Gigs shall undertake all reasonable efforts to ensure that any such Subcontractor can comply, and is in compliance, with the terms and conditions set forth in this DPA. 34 Gigs shall, at any and all times, remain liable to You for any and all acts or omissions of a Subcontractor. For the avoidance of doubt, 34 Gigs shall ensure that any and all obligations and responsibilities applicable to 34 Gigs pursuant to this DPA shall apply to any and all Subcontractors.

8. Miscellaneous

This DPA is hereby incorporated into, and forms an integral part of, the Terms. Each party’s acceptance of the Terms shall be deemed acceptance of, and agreement to, this DPA. This DPA will be governed by and construed in accordance with governing law provisions set forth in the Terms, and in the event no such provisions exist, then this DPA shall be governed by and construed in accordance with the laws of the State of Ohio. References in this DPA to “writing” or “written” include e-mail communications and certified mail.

Annex I: Nature and Scope of Processing