Terms of Use

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and StagesRx ("Company," "we," "our," or "us") governing your access to and use of the StagesRx platform, website, and related services (collectively, the "Services").

By accessing or using our Services, you represent that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

2. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a revised effective date and, where appropriate, by providing additional notice (such as by email). Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms.

3. Eligibility

The Services are intended for use by healthcare professionals, licensed DME suppliers, medical clinics, healthcare organizations, and their authorized representatives. By using the Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity and authority to enter into these Terms
• Your use of the Services will not violate any applicable law, regulation, or professional obligation
• You hold all required licenses and credentials applicable to your use of the Services

4. Account Registration and Security

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain the security and confidentiality of your login credentials
• Promptly notify us of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

You may not share your account credentials or permit others to access the Services through your account. We reserve the right to suspend or terminate accounts that we reasonably believe are being misused.

5. Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. This license does not permit you to:

• Sublicense, sell, resell, transfer, or otherwise make the Services available to third parties without our written consent
• Modify, adapt, translate, or create derivative works based on the Services
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Services
• Use the Services to develop a competing product or service
• Remove or alter any proprietary notices in the Services

6. Prohibited Conduct

You agree not to use the Services to:

• Violate any applicable federal, state, or local law or regulation, including HIPAA
• Submit false, misleading, or fraudulent information
• Transmit any harmful, malicious, or unauthorized code
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to any system or network
• Harass, abuse, or harm any person
• Collect or harvest information about other users without their consent
• Facilitate Medicare or Medicaid fraud, waste, or abuse
• Submit claims for services or equipment not actually provided

7. Intellectual Property

The Services and all content, features, and functionality, including but not limited to all software, text, graphics, logos, icons, and images, are owned by or licensed to StagesRx and are protected by United States and international copyright, trademark, patent, and other intellectual property laws.

These Terms do not grant you any right, title, or interest in our intellectual property. You may not use our trademarks, service marks, or logos without our prior written consent.

8. User Content

You retain ownership of any content, data, or information you submit through the Services ("User Content"). By submitting User Content, you grant us a limited, non-exclusive license to use, store, and process your User Content solely to provide and improve the Services.

You represent and warrant that you have all rights necessary to submit your User Content and that doing so does not violate any third-party rights or applicable laws.

9. Privacy and HIPAA

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. To the extent you submit Protected Health Information (PHI) through the Services, you and StagesRx will be governed by the Business Associate Agreement (BAA) executed between the parties, which is incorporated into these Terms and your subscription agreement.

If you have not executed a BAA with us, you are not authorized to submit PHI through the Services.

10. Fees and Payment

Access to certain features of the Services requires payment of subscription fees as described in your subscription agreement or order form. You agree to:

• Pay all applicable fees in accordance with the pricing and payment terms in your agreement
• Provide accurate and current billing information
• Authorize us to charge your payment method for all applicable fees

All fees are non-refundable except as expressly provided in your subscription agreement or required by law. We reserve the right to change our fees upon reasonable advance notice.

11. Termination

We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms or for any other reason at our sole discretion.

You may terminate your account at any time by contacting us. Upon termination, your right to use the Services will immediately cease. Provisions of these Terms that by their nature should survive termination will survive, including intellectual property rights, warranty disclaimers, indemnity obligations, and limitations of liability.

12. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE ARE NOT RESPONSIBLE FOR ANY LOSSES RESULTING FROM SYSTEM DOWNTIME, DATA LOSS, OR UNAUTHORIZED ACCESS TO YOUR INFORMATION.

THE SERVICES ARE NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL JUDGMENT. CLINICAL DECISIONS REMAIN THE SOLE RESPONSIBILITY OF LICENSED HEALTHCARE PROFESSIONALS.

13. Indemnification

You agree to indemnify, defend, and hold harmless StagesRx, its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Services
• Your User Content
• Your violation of any applicable law or third-party rights

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL STAGESRX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services will be submitted to binding arbitration in Miami-Dade County, Florida, in accordance with the American Arbitration Association's Commercial Arbitration Rules.

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

16. General Provisions

These Terms, together with our Privacy Policy and any applicable subscription agreement or BAA, constitute the entire agreement between you and StagesRx regarding the Services. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. You may not assign these Terms or any rights under them without our prior written consent.

17. Contact Us

If you have any questions about these Terms, please contact us: