Terms of Service

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.
• 2.3 Customer Responsibilities. Customer is responsible for:
  • Maintaining the confidentiality of access credentials;
  • Ensuring Authorized Users comply with this Agreement;
  • 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. 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). 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.
• 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 license to use Customer Data solely to provide the Services.
• 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, or immediately for cause.
• 5.3 Effect of Termination. Upon termination:
  • Access to Services will cease;
  • All unpaid amounts shall become immediately due;
  • 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 liability shall not exceed the amount paid by Customer 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;
  • Any breach of HIPAA not attributable to Reap.
• 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. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. The parties agree that any disputes shall be brought in 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 Entire Agreement. This Agreement (including any Order Forms and Exhibits) constitutes the entire agreement and supersedes all prior agreements.
• 10.4 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;
  • 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
• 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