Terms of Service

Effective Date: Nov 20, 2025

1. DEFINITIONS

• "Services" means Reap's proprietary healthcare SaaS platform and any associated applications, tools, or documentation made available by Reap to Customer.
• "Authorized Users" means individuals who are authorized by Customer to use the Services on Customer's behalf.
• "Customer Data" means any data, including Personal Health Information (PHI), submitted by or on behalf of Customer to the Services.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, including amendments and implementing regulations.
• "BAA" means the Business Associate Agreement attached as Exhibit A.

2. SERVICES AND ACCESS

• 2.1 Provision of Services. Subject to the terms of this Agreement, Reap will provide Customer and its Authorized Users access to the Services during the Term.
• 2.2 Usage Restrictions. Customer shall not, and shall not permit others to:
  • Reverse engineer or decompile the Services;
  • Use the Services for any purpose other than internal business operations;
  • Use the Services in violation of any applicable laws, including HIPAA; or
  • Use the Services to train, develop, or improve any competing software, product, or service.
• 2.3 Customer Responsibilities. Customer is responsible for:
  • Maintaining the confidentiality of access credentials;
  • Ensuring Authorized Users comply with this Agreement; and
  • Obtaining any necessary consents for processing Customer Data.

3. FEES AND PAYMENT

• 3.1 Fees. Customer shall pay Reap the fees as set forth in the applicable Order Form or Reap's standard pricing schedule referenced therein. Fees are based on the selected modules and are charged on a monthly or annual basis, unless otherwise specified.
• 3.2 Introductory Pricing. Reap may offer a discounted introductory pricing period ("Introductory Term") for a fixed duration (e.g., 30 or 90 days). The Introductory Term is available only to first-time customers and may not be combined with other offers. Upon expiration of the Introductory Term, pricing will automatically revert to Reap's then-current standard pricing for the selected modules unless otherwise agreed in writing.
• 3.3 Invoicing and Payment. Fees will be invoiced in advance and are due within thirty (30) days of the invoice date unless otherwise stated. All payments are non-refundable. Late fees may apply to any amounts not paid when due. Reap reserves the right to suspend access to the Services until all overdue amounts are paid in full.
• 3.4 Automatic Billing. Customer agrees to automatic monthly billing via the credit card on file unless alternative payment arrangements are specified in the Order Form.
• 3.5 Taxes. All fees are exclusive of taxes, which shall be the responsibility of Customer, other than taxes on Reap's income.

4. DATA RIGHTS AND PRIVACY

• 4.1 Customer Data Ownership. As between the parties, Customer owns all rights, title, and interest in Customer Data.
• 4.2 License to Use Data. Customer grants Reap a non-exclusive, worldwide license to use Customer Data solely to provide the Services. Customer further grants Reap a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and display Customer Data in an aggregated and de-identified form for product improvement, development, research, and benchmarking.
• 4.3 PHI and HIPAA Compliance. If Customer Data includes PHI, the parties agree to the Business Associate Agreement in Exhibit A.

5. TERM AND TERMINATION

• 5.1 Term. This Agreement begins on the Effective Date and continues until terminated by either party.
• 5.2 Termination. Either party may terminate this Agreement upon thirty (30) days' notice for any reason. Either party may terminate immediately for cause. Reap may terminate this Agreement for convenience upon sixty (60) days' written notice.
• 5.3 Effect of Termination. Upon termination:
  • Access to Services will cease;
  • All unpaid amounts shall become immediately due; and
  • Reap will delete or return Customer Data per the BAA and internal policies.
• 5.4 Trials. Any free or discounted trial period is provided as-is and may be terminated or modified at any time by Reap. Unless otherwise canceled in writing by Customer prior to the end of the Introductory Term, the Agreement shall continue under the standard fee schedule outlined in the Order Form.

6. CONFIDENTIALITY

• 6.1 Confidential Information. Each party agrees to protect the other's Confidential Information using the same degree of care it uses to protect its own.
• 6.2 Exclusions. Confidential Information does not include information that is publicly available, independently developed, or received lawfully from a third party.

7. WARRANTIES AND DISCLAIMERS

• 7.1 Reap Warranty. Reap warrants the Services will materially conform to documentation and be provided in a professional manner.
• 7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS." REAP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

• 8.1 Limitation. Reap's total liability arising out of or related to this Agreement shall not exceed the amount paid by Customer in US Dollars in the twelve (12) months prior to the claim.
• 8.2 Exclusion. Reap shall not be liable for indirect, consequential, incidental, special, or punitive damages.

9. INDEMNIFICATION

• 9.1 Customer. Customer shall indemnify and defend Reap against claims arising from:
  • Customer's use of the Services in violation of this Agreement;
  • The content, accuracy, or legality of Customer Data;
  • Any breach of HIPAA not attributable to Reap; or
  • Customer's negligent or willful acts or omissions regarding the security of their access credentials.
• 9.2 Reap. Reap shall indemnify Customer for claims that the Services infringe a third-party's intellectual property rights.

10. GENERAL

• 10.1 Assignment. Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger or sale of all or substantially all assets.
• 10.2 Governing Law and Judicial Venue. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any judicial proceeding related to the enforcement or confirmation of an arbitration award, or for any action seeking injunctive relief or equitable remedies (which are excluded from arbitration), shall be the state or federal courts located in Miami-Dade County, Florida, and each party hereby consents to the exclusive jurisdiction and venue of such courts.
• 10.3 Dispute Resolution and Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Miami-Dade County, Florida. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in any court having jurisdiction. The parties agree that all claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
• 10.4 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for payment obligations) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to, strikes, shortages, riots, acts of war, government action, natural disasters, or interruption of internet services or utility services.
• 10.5 Audit Rights. Customer agrees that Reap may, upon reasonable notice, audit Customer’s use of the Services to ensure compliance with this Agreement. Customer shall provide reasonable assistance in connection with any audit. If an audit reveals that Customer has underpaid fees to Reap by five percent (5%) or more, Customer shall pay Reap for the reasonable costs of the audit in addition to any underpaid fees.
• 10.6 Publicity. Customer grants Reap the right to use Customer’s name and logo on Reap’s website and in marketing materials to identify Customer as a customer of Reap, provided that Reap shall cease using such name and logo promptly upon Customer’s written request.
• 10.7 Entire Agreement. This Agreement (including any Order Forms and Exhibits) constitutes the entire agreement and supersedes all prior agreements.
• 10.8 Amendments. Reap may update these Terms from time to time. Continued use of the Services after any changes constitutes acceptance.

11. ACCEPTABLE USE

• 11.1 Compliance and Usage Restrictions. Customer agrees not to use the Services for any purpose that is prohibited by law or this Agreement. Without limiting the generality of the foregoing, Customer shall not, and shall not permit any Authorized User or third party to:
  • Attempt to access or search the Services using any engine, software, tool, or agent (e.g., bots, spiders) other than those provided or authorized by Reap;
  • Transmit or upload any data that infringes the intellectual property or privacy rights of any individual or third party;
  • Introduce malicious software, code, or any material intended to damage or interfere with the Services;
  • Use the Services in any way that could disrupt, disable, or interfere with the functioning of the platform;
  • Use the Services to transmit unsolicited or unauthorized advertising or promotional materials; or
  • Misrepresent your identity or affiliation when using the Services.
• 11.2 Investigations and Enforcement. Reap reserves the right to investigate and take appropriate legal action against any user who, in Reap's sole discretion, violates this Acceptable Use Policy, including suspension or termination of access to the Services.

Exhibit A – Business Associate Agreement (BAA)

HIPAA BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement ("BA Agreement") is entered into as of May 19, 2025 (the "Effective Date") by and between the undersigned customer ("Customer") and Reap Tech, Inc. ("Business Associate"), a Florida corporation. This BA Agreement governs the handling of Protected Health Information ("PHI") under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the HITECH Act and related regulations.

1. DEFINITIONS

Capitalized terms not defined in this BA Agreement shall have the meanings set forth in HIPAA. 'Services Agreement' refers to any agreement under which Business Associate provides services to Customer involving PHI.

2. OBLIGATIONS OF BUSINESS ASSOCIATE

• Use/disclosure only as permitted by agreement or law
• Implement required administrative, physical, and technical safeguards
• Report breaches or security incidents promptly, but in no event later than the timeframe required by HIPAA/HITECH (45 CFR § 164.404) following discovery of the incident.
• Notify of unauthorized uses/disclosures
• Comply with minimum necessary standards
• Cooperate in breach mitigation and response
• Ensure subcontractor compliance
• Clarify scope for third-party integrations
• Provide access and amendment to Designated Record Sets
• Make books/records available for audit
• Account for disclosures to Customer on request

3. PERMITTED USES AND DISCLOSURES

• As required to perform under the Services Agreement
• For internal operations and legal duties
• Disclosure if required by law or under protective conditions
• For data aggregation or de-identified info creation

4. OBLIGATIONS OF CUSTOMER

• Disclose only minimum necessary PHI
• Maintain required consents and authorizations
• Notify of restrictions or permission changes
• Avoid PHI in prohibited storage areas (logs, env vars, etc.)

5. TERM AND TERMINATION

• Agreement continues until PHI is returned or destroyed
• Either party may terminate for uncured material breach (30-day notice)
• If infeasible to destroy PHI, protections must continue

6. COMPLIANCE WITH TRANSACTION STANDARDS

Business Associate shall comply with HIPAA transaction and code set rules (45 CFR Part 162) and ensure subcontractors do the same.

7. MISCELLANEOUS

• HIPAA citations shall include updated versions
• Amendments shall be made as required to maintain compliance
• BA Agreement survives termination as needed
• If conflicts exist with the Services Agreement, this BA Agreement governs
• Governed by the laws of Florida unless otherwise stated