MASTER SERVICES AGREEMENT & TERMS OF SERVICE

PaiKnight LLC A Delaware corporation 254 Chapman Rd, Ste 208 #28091, Newark, Delaware 19702

Effective Date: June 19, 2026

Definitions
Services
Non-Services — Express Exclusions
Eligibility & Provider Qualifications
Account Registration & Authorized Users
Business Associate Agreement; HIPAA
Fees, Billing & Payment
No Payment Conduit
Provider Responsibilities
Collections in Provider’s Name
Intellectual Property
Confidentiality
Disclaimers & No Guarantee of Reimbursement
Limitation of Liability
Indemnification
Term
Suspension & Termination
Data Return & Deletion
Compliance with Laws
Administrative-Only Services; No Unauthorized Practice of Law; No Corporate Practice of Medicine or Dentistry
Dispute Resolution, Arbitration & Governing Law
Changes to Terms
Miscellaneous
Acceptance

SECTION 1 — DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined in the body of this Agreement have the meanings given in this Section.

1.1 “Agreement” means this Master Services Agreement & Terms of Service, together with all Exhibits, Order Forms, the PaiKnight Business Associate Agreement incorporated by reference under Section 6, any Acceptable Use Policy or additional policies posted at PaiKnight’s website and incorporated herein by reference, and any written amendments executed by both parties.

1.2 “Admin Fee” means the fixed, per-Case administrative coordination fee charged by PaiKnight to Provider upon the occurrence of the applicable Billing Milestone, as set forth in the then-current PriceBook. The Admin Fee is denominated in United States dollars (USD). The Admin Fee is expressly not a percentage of, and bears no relationship to, any amount recovered from an insurer, any procedure value, treatment volume, referral, or any other variable tied to Provider’s clinical or financial outcomes.

1.3 “Authorized Users” means the individual employees, contractors, or agents of Provider who are authorized by Provider to access and use the Services on Provider’s behalf through the Provider Portal, subject to the user-count limits and role restrictions set forth in the applicable Order Form or PaiKnight’s then-current access policies.

1.4 “BAA” means the Business Associate Agreement entered into between PaiKnight and Provider, which governs PaiKnight’s use, access to, and protection of Protected Health Information, and which is incorporated into this Agreement as described in Section 6.

1.5 “Billing Milestone” means the case-lifecycle event that triggers invoicing of the Admin Fee, specifically the execution by both Provider and the relevant insurer of a Single Case Agreement (as defined herein) that obligates the insurer to reimburse Provider for the applicable procedure. The Billing Milestone is a case-status event, not a monetary threshold.

1.6 “Case” means a single patient’s reimbursement coordination engagement, beginning at intake of patient information by PaiKnight and concluding upon case closure, withdrawal, or loss, encompassing all administrative coordination work (benefits verification, pre-authorization, letters of medical necessity, single-case-agreement coordination, gap-exception coordination, denial management, and administrative appeals) undertaken by PaiKnight on behalf of Provider for that patient’s specific procedure.

1.7 “Communications Credits” means the prepaid credit units purchased by Provider to fund patient-balance reminder communications (email and/or SMS) sent on Provider’s behalf as described in Section 10, at per-credit rates set forth in the then-current PriceBook.

1.8 “Confidential Information” has the meaning given in Section 12.

1.9 “Documentation” means any user guides, help materials, technical specifications, or operating instructions provided by PaiKnight relating to the Services.

1.10 “Effective Date” means June 19, 2026.

1.11 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, and its implementing regulations, including the Privacy Rule (45 C.F.R. Parts 160 and 164, Subparts A and E), the Security Rule (45 C.F.R. Parts 160 and 164, Subparts A and C), and the Breach Notification Rule (45 C.F.R. Part 164, Subpart D), each as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act, Pub. L. 111-5, and any subsequent amendments.

1.12 “Launch State” means the single U.S. state or states listed in Exhibit A (as updated by PaiKnight from time to time upon written notice) in which PaiKnight is authorized to provide the Services. At the Effective Date, PaiKnight is authorized to provide Services only in the Launch State(s) identified in Exhibit A.

1.13 “Order Form” means a written or electronic order document executed by both parties that specifies the Services subscribed to, applicable fees, user limits, and other relevant commercial terms.

1.14 “PaiKnight” means PaiKnight LLC, a Delaware limited liability company, together with its permitted successors and assigns.

1.15 “PaiKnight Platform” or “Platform” means PaiKnight’s proprietary software-as-a-service platform, including the Provider Portal, the administrative coordination tools, document management functionality, communications features, analytics, and all related software, APIs, and infrastructure made available to Provider under this Agreement.

1.16 “PHI” means Protected Health Information as defined under HIPAA, including individually identifiable health information in any form or medium, held or transmitted by PaiKnight as a Business Associate of Provider.

1.17 “PriceBook” means PaiKnight’s then-current uniform global schedule of Admin Fees, Subscription fees, Communications Credit rates, and other charges, applied uniformly to all Providers. The PriceBook is incorporated by reference. PaiKnight may update the PriceBook upon written notice as specified in Section 7.

1.18 “Provider” means the licensed dental or oral-surgery practice, group, professional corporation, or individual licensed dentist or oral surgeon that has executed this Agreement, as identified in the applicable Order Form. Provider is a Covered Entity under HIPAA with respect to PHI it maintains.

1.19 “Provider Portal” means the web-based interface through which Provider and Authorized Users access their Case pipeline, secured-coverage data, document uploads, billing, and related features.

1.20 “Services” has the meaning given in Section 2.

1.21 “Single Case Agreement” or “SCA” means a one-off contractual arrangement between Provider and an insurer that obligates the insurer to reimburse Provider at an agreed rate for a specific patient’s out-of-network procedure, obtained through PaiKnight’s administrative coordination.

1.22 “Subscription” means Provider’s recurring subscription to the PaiKnight Platform, billed at the rate set forth in the PriceBook or Order Form.

1.23 “Term” has the meaning given in Section 16.

SECTION 2 — SERVICES

2.1 Administrative Coordination. Subject to Provider’s compliance with this Agreement, payment of all fees, execution of a BAA, and eligibility under Section 4, PaiKnight will provide Provider with the following administrative coordination services (collectively, the “Services”):

Benefits Verification. Coordinating with insurers by phone, fax, or electronic communication to verify a patient’s insurance coverage and benefits for a specific medically-necessary dental or oral-surgical procedure.
Pre-Authorization Coordination. Submitting and following up on pre-authorization requests to insurers on Provider’s behalf, using documentation supplied by Provider.
Letter of Medical Necessity (LMN) Coordination. Organizing, transmitting, and tracking submission of letters of medical necessity and supporting clinical documentation prepared and provided by Provider or Provider’s clinical reviewers. PaiKnight does not author clinical content.
Single Case Agreement (SCA) Coordination. Coordinating the administrative submission, follow-up, and tracking of Single Case Agreement applications, including Gap Exception coordination under applicable federal and state law (including the No Surprises Act, 42 U.S.C. § 300gg-111 et seq.), on behalf of Provider.
Denial Management and Administrative Appeals. Preparing and submitting administrative, pre-litigation appeals of insurer denials, using Provider-supplied clinical documentation and PaiKnight’s administrative appeal templates. All appeals are strictly administrative in nature. PaiKnight does not provide legal representation. Court-bound or legal matters are referred to an independent, state-licensed attorney as described in Section 20.
Case Management and Workflow Tools. Access to the PaiKnight Platform for case tracking, status management, document management, insurer interaction logging, coverage-window monitoring, and Provider-facing analytics.
Patient-Balance Communication Coordination. Sending patient balance reminder communications (email and/or SMS) in Provider’s name and on Provider’s behalf, using Communications Credits purchased by Provider, as further described in Section 10.
Provider Portal. Access to the Provider Portal for Authorized Users to view case status, secured-coverage data, billing, and related information.

2.2 No Assurance of Outcome. PaiKnight coordinates administrative processes. PaiKnight does not guarantee, represent, or warrant that any insurer will approve a pre-authorization, execute an SCA, pay any claim, or provide any specific level of reimbursement. See Section 13.

2.3 Updates and Modifications. PaiKnight may modify, update, or enhance the Services or Platform at any time, provided that PaiKnight will not materially reduce the core Services described in Section 2.1 during a paid Subscription term without reasonable advance written notice.

SECTION 3 — NON-SERVICES — EXPRESS EXCLUSIONS

The following services and activities are expressly EXCLUDED from the Services and are not performed by PaiKnight under any circumstances:

3.1 No Legal Services; No Representation. PaiKnight does not provide legal advice, legal counsel, legal opinions, legal representation, or any service that constitutes the practice of law. PaiKnight is not a law firm. No attorney-client relationship is created by this Agreement or by PaiKnight’s performance of the Services. Administrative appeals prepared by PaiKnight are administrative and pre-litigation only. Matters requiring legal representation, litigation, regulatory filings by licensed counsel, or any court proceeding will be referred by PaiKnight to an independent, U.S.-licensed attorney engaged by Provider (not PaiKnight). See Section 20.

3.2 No Medical or Clinical Services; No Medical Necessity Determination. PaiKnight does not practice medicine or dentistry. PaiKnight does not determine, suggest, recommend, or opine on medical necessity, clinical appropriateness, treatment plans, diagnostic interpretations, X-ray analysis, or any clinical judgment. Provider is solely and exclusively responsible for all clinical decisions, including without limitation the determination that a procedure is medically necessary. Provider submits its own cephalometric analyses, clinical documentation, and medical-necessity content; PaiKnight organizes and transmits this Provider-generated content only.

3.3 No Payment Intermediation. PaiKnight does not hold, receive, route, escrow, or transmit insurer payments, patient payments, or any funds belonging to Provider or patients. All insurer reimbursement payments are made by insurers directly to Provider. See Section 8.

3.4 No Insurance Brokering, Adjusting, or Advocacy. PaiKnight does not act as an insurance broker, public adjuster, third-party administrator (in a licensed claims-handling capacity), utilization review agent, or advocate representing Provider or any patient in a disputed claim before an insurance regulator or court. PaiKnight’s insurer communications constitute administrative coordination on Provider’s behalf, not representation of Provider as an insured in disputed coverage proceedings.

3.5 No Percentage-of-Recovery Arrangement. PaiKnight’s compensation bears no relationship to the amount of any insurer reimbursement, any percentage of recovery, any procedure value, or any treatment volume. No fee structure, calculation, report, or arrangement under this Agreement is based on a percentage of what Provider collects from any insurer or patient.

3.6 No Referral Fees. PaiKnight does not pay, accept, or arrange any fee, kickback, bribe, rebate, or remuneration in exchange for the referral of patients, procedures, or business to or from Provider or any third party.

SECTION 4 — ELIGIBILITY & PROVIDER QUALIFICATIONS

4.1 Licensed Provider Required. The Services are available only to licensed dental or oral-surgery practices or practitioners holding valid, current, and unrestricted licenses to practice dentistry or oral surgery in the state(s) in which they provide clinical services.

4.2 Launch State Restriction. At the Effective Date, PaiKnight is authorized to provide the Services only to Providers located in and operating within the Launch State(s) identified in Exhibit A. Provider represents and warrants that it is licensed and operating in a current Launch State. Provider acknowledges that PaiKnight may not provide Services with respect to patients, insurers, or procedures in states not listed as Launch States. Providing Services outside the Launch State(s) is not permitted and PaiKnight reserves the right to suspend or terminate Services if Provider operates outside the Launch State(s) without PaiKnight’s prior written consent.

4.3 HIPAA Covered Entity. Provider must be a Covered Entity (or an agent of a Covered Entity) under HIPAA with respect to the PHI shared with PaiKnight.

4.4 Executed BAA. Provider’s access to the Services is conditioned upon execution of the BAA prior to any PHI being shared with or accessed by PaiKnight. PaiKnight will not activate Provider’s account or permit Case submission until a fully executed BAA is on file.

4.5 Continuing Eligibility. Provider must maintain all required licenses, certifications, and qualifications throughout the Term. Provider must promptly notify PaiKnight if any license is suspended, restricted, or revoked. PaiKnight may suspend Services upon receipt of such notice pending review.

SECTION 5 — ACCOUNT REGISTRATION & AUTHORIZED USERS

5.1 Account Activation. Provider must complete PaiKnight’s onboarding process, including execution of the BAA, submission of required licensure documentation, and payment of any required initial fees, before accessing the Services.

5.2 Account Credentials. Provider is responsible for maintaining the confidentiality of all account credentials, multi-factor authentication information, and access controls for the Provider Portal. Provider will promptly notify PaiKnight at legal@paiknight.com of any unauthorized access to or use of Provider’s account.

5.3 Authorized Users. Provider may authorize individuals to use the Services as Authorized Users up to the user limits set forth in the Order Form. Provider is responsible for: (a) ensuring Authorized Users comply with this Agreement; (b) the acts and omissions of all Authorized Users; and (c) revoking access of Authorized Users who are no longer employed by or authorized to act on behalf of Provider.

5.4 No Sharing. Provider may not share account credentials with individuals who are not Authorized Users. Each Authorized User must have a unique login credential.

5.5 User Conduct. Provider and Authorized Users will use the Services only for lawful purposes consistent with this Agreement and all applicable laws and regulations. PaiKnight may suspend access of any Authorized User whose use violates this Agreement.

SECTION 6 — BUSINESS ASSOCIATE AGREEMENT; HIPAA

6.1 BAA Required. PaiKnight acts as a Business Associate of Provider under HIPAA with respect to PHI that Provider discloses to PaiKnight in connection with the Services. Provider acknowledges that it is a Covered Entity under HIPAA.

6.2 Incorporation by Reference. The PaiKnight Business Associate Agreement (available at legal@paiknight.com or as attached hereto as Exhibit B) is incorporated into this Agreement by reference and made a part hereof. In the event of any conflict between this Agreement and the BAA with respect to the use, disclosure, access, protection, or handling of PHI, the BAA controls.

6.3 BAA Condition Precedent. Provider’s access to the Services is strictly conditioned on execution of the BAA by authorized representatives of both parties. PaiKnight will not process any PHI until a fully executed BAA is in effect.

6.4 Provider Obligations as Covered Entity. Provider, as the Covered Entity, is solely responsible for: (a) obtaining all required patient authorizations and consents for disclosure of PHI to PaiKnight consistent with HIPAA and applicable state law; (b) ensuring that the PHI disclosed to PaiKnight is limited to the minimum necessary for PaiKnight to perform the Services; and (c) notifying PaiKnight promptly of any patient revocation of authorization or restriction on the use of PHI.

6.5 Security Controls. PaiKnight maintains administrative, physical, and technical safeguards for PHI as required by the HIPAA Security Rule and as further described in the BAA, including field-level encryption of PHI at rest (AES-256-GCM), encryption in transit (TLS), role-based access controls, audit logging with jurisdiction tracking, and periodic HIPAA security training for all personnel with access to PHI.

SECTION 7 — FEES, BILLING & PAYMENT

7.1 Admin Fee.

Fixed, Per-Case Fee. For each Case that reaches the Billing Milestone, PaiKnight will invoice Provider an Admin Fee in the amount specified in the PriceBook for the applicable case-complexity tier (each a “Tier”). Tiers are determined by PaiKnight based on the type of administrative coordination required (e.g., pre-authorization, gap exception, complex denial management), as described in Exhibit A.
Uniform Pricing. The Admin Fee for a given Tier is uniform across all Providers. No per-Provider fee override, discount, or modification is permitted except as expressly authorized in writing by PaiKnight’s authorized officer with a documented reason, subject to audit. Provider acknowledges that it is paying the same Tier-based fee as all other Providers of the same type.
No Percentage of Recovery. The Admin Fee is expressly not a percentage of, and is not calculated by reference to, any insurer reimbursement amount, procedure charge, treatment value, collections figure, referral, or any other variable clinical or financial outcome. PaiKnight’s entitlement to the Admin Fee is triggered solely by the occurrence of the Billing Milestone (SCA execution), not by the amount paid by any insurer.
Billing Milestone. The Admin Fee is invoiced upon the Billing Milestone: execution of a Single Case Agreement by both Provider and the relevant insurer. PaiKnight will issue an invoice within ten (10) business days of PaiKnight’s confirmation of the Billing Milestone event.
Non-Billable Cases. No Admin Fee is owed for Cases that are withdrawn, lost, or never reach the Billing Milestone.

7.2 Subscription Fee. Provider will pay the Subscription fee set forth in the PriceBook or Order Form on a monthly basis, billed in advance on the first day of each billing period. The Subscription fee covers access to the PaiKnight Platform and Provider Portal for the authorized number of users.

7.3 Communications Credits. Provider may purchase Communications Credits in the packs set forth in the PriceBook. Credits are prepaid, denominated in USD, non-refundable (except as required by applicable law), and expire twelve (12) months from the date of purchase.

7.4 PriceBook Updates. PaiKnight may update the PriceBook (including Admin Fee Tier amounts, Subscription rates, and Credit prices) upon not less than thirty (30) days’ advance written notice to Provider. Updated PriceBook rates apply to Cases invoiced after the effective date of the update. A rate change does not constitute a material change warranting early termination without cause, provided the notice period is observed; provided, however, that Provider may terminate the Agreement without penalty upon thirty (30) days’ written notice if a rate increase exceeds ten (10)% in any twelve-month period.

7.5 Payment Terms. All invoices are due and payable within thirty (30) days of the invoice date in USD. Provider will pay all undisputed fees by the due date via PaiKnight’s designated payment processor (currently Stripe, Inc.).

7.6 Payment Processor (Stripe). Provider authorizes PaiKnight to charge Provider’s designated payment method on file via Stripe for all fees due under this Agreement. Provider is responsible for maintaining accurate payment-method information. Stripe’s services are subject to Stripe’s own terms of service; PaiKnight is not responsible for Stripe’s acts or omissions.

7.7 Late Payment. Undisputed amounts not paid within thirty (30) days of the invoice due date will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid in full. PaiKnight may also suspend Services upon ten (10) business days’ written notice if any undisputed amount remains unpaid for more than sixty (60) days.

7.8 Disputed Invoices. Provider must notify PaiKnight in writing of any good-faith dispute regarding an invoice within fifteen (15) days of the invoice date, specifying the disputed amount and basis. The parties will work in good faith to resolve disputes within thirty (30) days of the dispute notice. Undisputed portions of invoices remain due by the original due date. Interest does not accrue on amounts subject to a timely, good-faith dispute.

7.9 Taxes. All fees are exclusive of applicable federal, state, and local taxes, levies, duties, and assessments (collectively, “Taxes”). Provider is responsible for all Taxes imposed on or arising from the provision of the Services to Provider, excluding taxes on PaiKnight’s net income. If PaiKnight is required by law to collect Taxes from Provider, PaiKnight will invoice such Taxes separately, and Provider will pay them in addition to the fees.

7.10 No Commission, Percentage, or Referral Fee. For the avoidance of doubt, and notwithstanding anything else in this Agreement, no fee, compensation, or remuneration paid by Provider to PaiKnight under this Agreement is: (a) a commission, contingency fee, or bonus based on the amount of any insurer reimbursement; (b) a percentage of collections, recovery, procedure value, or treatment volume; (c) a referral fee, finder’s fee, or patient-brokering payment; or (d) computed by reference to the number of patients Provider treats or refers to PaiKnight’s coordination services.

SECTION 8 — NO PAYMENT CONDUIT

8.1 Direct Insurer-to-Provider Payment. All reimbursement payments from insurers flow exclusively and directly from the insurer to Provider, at Provider’s address as specified in any SCA or claim. PaiKnight does not receive, hold, route, escrow, intermediate, or transfer any insurer reimbursement payment.

8.2 No PaiKnight Merchant Account for Insurer Funds. PaiKnight maintains no merchant account, custodial account, trust account, or any other account for the purpose of holding or transmitting insurer reimbursement on Provider’s behalf.

8.3 Platform Records Only. PaiKnight may record, within the Platform, the insurer-paid amount reported by Provider for analytics, billing (to confirm occurrence of the Billing Milestone and case closure), and compliance purposes. Such recording does not constitute receipt, holding, or control of funds by PaiKnight.

8.4 Patient Payments. All patient balance payments are made by patients directly to Provider. PaiKnight does not collect, receive, or hold patient payments. If the Platform includes a patient-facing payment link, such link routes to Provider’s own merchant account, not to PaiKnight.

SECTION 9 — PROVIDER RESPONSIBILITIES

9.1 Accurate and Complete Submissions. Provider is solely responsible for the accuracy, completeness, and clinical validity of all information, documentation, clinical records, X-rays, cephalometric analyses, letters of medical necessity, patient demographics, insurance information, and other materials submitted to PaiKnight for use in connection with the Services (“Provider Submissions”). PaiKnight will rely on Provider Submissions without independent verification of their clinical accuracy or completeness.

9.2 Clinical Decisions. Provider is the licensed clinician and sole decision-maker with respect to all clinical matters, including without limitation: whether a procedure is medically necessary; the appropriate course of treatment; clinical findings; diagnostic interpretations; and any clinical information submitted in support of a pre-authorization or SCA. PaiKnight does not review, verify, endorse, or take responsibility for any clinical judgment or determination.

9.3 Patient Authorizations and Consents. Provider is solely responsible for obtaining all required patient authorizations, consents, HIPAA authorizations, state-law privacy consents, and any other patient permissions required under applicable law before submitting PHI to PaiKnight or authorizing PaiKnight to communicate with insurers or patients on Provider’s behalf.

9.4 Covered Entity Obligations. Provider, as a Covered Entity under HIPAA, is solely responsible for its own compliance with HIPAA, the BAA, and applicable state privacy laws. PaiKnight’s compliance obligations as a Business Associate are set forth in the BAA.

9.5 Charge Master Integrity. Provider represents and warrants that it maintains a single, uniform charge master price for each procedure for all patients, and that any patient-specific discounts are documented, medically or financially justified, and consistent with applicable law. Provider acknowledges that a single uniform charge master is a condition of PaiKnight’s provision of Services (the charge master price is used in SCA negotiations as the referenced procedure rate).

9.6 Lawful Use. Provider will use the Services only in compliance with all applicable federal, state, and local laws and regulations, including HIPAA, applicable dental-practice acts, insurance regulations, and any state-specific consumer-protection, privacy, or collection laws. Provider will not use the Services to submit fraudulent claims, false documentation, or materially inaccurate information to any insurer.

9.7 Cooperation. Provider will respond promptly to PaiKnight’s requests for additional documentation, clarifications, or approvals needed to advance a Case. Delays in Provider’s response may result in case delays, missed coverage windows, or loss of coverage for which PaiKnight bears no responsibility.

9.8 No Deceptive Practices. Provider will not use the Services, or instruct PaiKnight, to engage in any deceptive, fraudulent, or unlawful communications with any insurer or patient.

SECTION 10 — COLLECTIONS IN PROVIDER’S NAME

10.1 Provider-Name Communications Only. All patient-balance reminder communications sent by PaiKnight using the Platform’s communications features (email, SMS) are sent in Provider’s name, on Provider’s behalf, and under Provider’s branding. PaiKnight does not send balance reminders, collection notices, or any patient payment communications in PaiKnight’s own name. Provider is the sender of record for all such communications.

10.2 No Debt-Collection by PaiKnight. PaiKnight is not a debt collector and does not engage in debt collection as defined under the Fair Debt Collection Practices Act (15 U.S.C. § 1692 et seq., “FDCPA”) or any applicable state collection law. Balance reminders sent via the Platform are administrative courtesy reminders sent on Provider’s behalf; they do not constitute PaiKnight collecting a debt in its own name.

10.3 Provider Responsibility for Compliance. Provider is solely responsible for ensuring that all patient-balance communications sent through the Platform comply with applicable law, including the FDCPA (to the extent applicable), state collection-agency laws, the Telephone Consumer Protection Act (47 U.S.C. § 227, “TCPA”), applicable state telemarketing and communications laws, and any patient consent requirements for electronic communications. Provider represents and warrants that it has obtained all required patient consents to receive electronic communications before authorizing PaiKnight to send communications to any patient.

10.4 Communication Logging. PaiKnight will maintain logs of all patient-balance communications sent through the Platform (channel, timestamp, template version, delivery status) for Provider’s use as good-faith collection documentation. Provider may access and export such logs through the Provider Portal.

10.5 Communications Credits. Patient-balance communications are sent using Communications Credits purchased by Provider as described in Section 7.3. Provider is responsible for maintaining a sufficient Credit balance. PaiKnight is not responsible for failed or delayed communications resulting from an insufficient Credit balance.

SECTION 11 — INTELLECTUAL PROPERTY

11.1 PaiKnight IP. As between the parties, PaiKnight exclusively owns all right, title, and interest in and to the PaiKnight Platform, all underlying software, algorithms, workflows, administrative appeal templates, call scripts, user interfaces, Documentation, PriceBook, trademarks, and all modifications, improvements, and derivative works thereof (collectively, “PaiKnight IP”), including all intellectual property rights therein. Nothing in this Agreement transfers or licenses any PaiKnight IP to Provider except the limited access right described in Section 11.2.

11.2 Limited License to Provider. Subject to Provider’s compliance with this Agreement and payment of all fees, PaiKnight grants Provider a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Provider Portal and the Services solely for Provider’s own internal business operations in connection with the Services described herein. This license does not include the right to: (a) copy, modify, or create derivative works of any PaiKnight IP; (b) reverse engineer, disassemble, or decompile the Platform; (c) sublicense, resell, or make the Services available to any third party other than Authorized Users; or (d) remove or alter any proprietary notices or labels.

11.3 Provider Data. As between the parties, Provider owns all right, title, and interest in and to Provider’s data, Provider Submissions, patient records, and PHI submitted to PaiKnight (“Provider Data”). Provider grants PaiKnight a limited, non-exclusive license to access, process, and use Provider Data solely to the extent necessary to perform the Services and fulfill PaiKnight’s obligations under this Agreement and the BAA.

11.4 Aggregate and Anonymized Data. Notwithstanding Section 11.3, PaiKnight may use de-identified, aggregated data derived from Provider Data (in a form that does not identify Provider, any patient, or any individual) for the purposes of improving the Platform, developing new features, and generating industry benchmarks. Such use is subject to HIPAA de-identification requirements (45 C.F.R. § 164.514).

11.5 Feedback. Provider may from time to time provide PaiKnight with suggestions, comments, or other feedback regarding the Services (“Feedback”). Provider grants PaiKnight a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate Feedback into the Platform and Services without restriction or compensation to Provider.

SECTION 12 — CONFIDENTIALITY

12.1 Definition. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, whether in written, oral, electronic, or other form, and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: (a) for PaiKnight — the PriceBook, pricing methodology, administrative appeal templates, call scripts, compliance configurations, software, algorithms, business plans, and financial information; (b) for Provider — Provider Data, patient records, PHI, Provider’s business operations, pricing, and financial information.

12.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

12.3 Obligations. The Receiving Party will: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) use it only for the purposes of this Agreement; (c) not disclose it to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, and advisors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement; and (d) protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

12.4 Required Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will, to the extent legally permitted: (a) provide the Disclosing Party with prompt written notice; (b) cooperate with the Disclosing Party’s efforts to seek a protective order or other appropriate relief; and (c) disclose only the minimum amount required.

12.5 PHI. Notwithstanding the foregoing, the use, disclosure, and protection of PHI is governed exclusively by the BAA and HIPAA, which control in the event of any conflict with this Section 12.

12.6 Survival. Obligations under this Section 12 survive termination or expiration of this Agreement for a period of five (5) years, except with respect to PHI (which is governed by the BAA and HIPAA for so long as the BAA requires).

SECTION 13 — DISCLAIMERS & NO GUARANTEE OF REIMBURSEMENT

13.1 No Guarantee of Reimbursement or Outcome.

THE SERVICES ARE ADMINISTRATIVE COORDINATION SERVICES ONLY. PAIKNIGHT DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT: (a) ANY INSURER WILL APPROVE A PRE-AUTHORIZATION, EXECUTE A SINGLE CASE AGREEMENT, OR PAY ANY CLAIM; (b) PROVIDER WILL RECEIVE ANY PARTICULAR AMOUNT OF REIMBURSEMENT OR COVERAGE; (c) ANY ADMINISTRATIVE APPEAL WILL BE SUCCESSFUL; OR (d) ANY CASE WILL REACH THE BILLING MILESTONE. INSURER DECISIONS ARE MADE BY INSURERS, NOT BY PAIKNIGHT. PAIKNIGHT’S OBLIGATION IS TO PERFORM THE ADMINISTRATIVE COORDINATION SERVICES DESCRIBED IN SECTION 2 IN A COMMERCIALLY REASONABLE MANNER.

13.2 Services Provided “As Is.” THE PAIKNIGHT PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. PAIKNIGHT DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE OF BUGS, ERRORS, OR INTERRUPTIONS, OR THAT RESULTS OBTAINED FROM USE OF THE SERVICES WILL MEET PROVIDER’S REQUIREMENTS.

13.3 No Warranty on Third-Party Actions. PaiKnight makes no representation or warranty regarding the actions, decisions, processing timelines, or payment practices of any insurer or payer. Insurer delays, denials, and coverage disputes are outside PaiKnight’s control.

13.4 Healthcare Regulations. Provider is solely responsible for its own compliance with applicable healthcare laws and regulations, including the Anti-Kickback Statute, the Stark Law (42 U.S.C. § 1395nn), state dental-practice acts, and applicable insurance regulations. PaiKnight does not warrant that its Services, or Provider’s use of the Services, will satisfy Provider’s compliance obligations with any specific law or regulation.

SECTION 14 — LIMITATION OF LIABILITY

14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE, CUMULATIVE LIABILITY TO THE OTHER PARTY UNDER OR ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PROVIDER TO PAIKNIGHT IN THE twelve (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN THE CASE OF A CLAIM ARISING IN THE FIRST TWELVE MONTHS OF THE TERM, THE CAP IS THE GREATER OF TOTAL FEES PAID AS OF THE DATE OF THE CLAIM OR USD $1,000 .

14.3 Exceptions. Notwithstanding Sections 14.1 and 14.2, the limitations and exclusions in this Section do not apply to: (a) either party’s indemnification obligations under Section 15; (b) either party’s breach of its confidentiality obligations under Section 12; (c) PaiKnight’s gross negligence or willful misconduct; (d) Provider’s fraud, misrepresentation, or material breach of Section 9; (e) damages that cannot be excluded or limited under applicable law; or (f) Provider’s obligation to pay all fees due under Section 7.

14.4 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. PAIKNIGHT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT THESE LIMITATIONS.

SECTION 15 — INDEMNIFICATION

15.1 Indemnification by PaiKnight. PaiKnight will defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents (“Provider Indemnitees”) from and against any third-party claim, suit, proceeding, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) PaiKnight’s material breach of this Agreement or the BAA; (b) PaiKnight’s gross negligence or willful misconduct in the performance of the Services; or (c) any infringement of a third party’s intellectual property rights by the PaiKnight Platform as used in accordance with this Agreement; except to the extent any such claim arises from Provider’s breach of this Agreement, Provider Indemnitee’s negligence or willful misconduct, or Provider Submissions.

15.2 Indemnification by Provider. Provider will defend, indemnify, and hold harmless PaiKnight and its officers, directors, employees, and agents (“PaiKnight Indemnitees”) from and against any third-party claim, suit, proceeding, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) Provider’s material breach of this Agreement or the BAA; (b) Provider’s gross negligence or willful misconduct; (c) the accuracy, completeness, or compliance of Provider Submissions; (d) Provider’s clinical decisions, medical-necessity determinations, or course of treatment; (e) Provider’s failure to obtain required patient authorizations or consents; (f) Provider’s failure to comply with applicable healthcare, insurance, or collection laws; or (g) any claim by a patient arising from Provider’s clinical care or billing practices.

15.3 Indemnification Procedure. The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim without the indemnified party’s prior written consent if the settlement imposes any obligation, restriction, or liability on the indemnified party); and (c) cooperate reasonably with the indemnifying party at the indemnifying party’s expense. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

SECTION 16 — TERM

16.1 Initial Term. This Agreement commences on the Effective Date and continues for an initial term of one (1) year unless earlier terminated in accordance with Section 17 (the “Initial Term”).

16.2 Renewal. Upon expiration of the Initial Term, this Agreement will automatically renew for successive one-year renewal terms (each a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term.

16.3 Order Forms. The term of any Order Form that exceeds the remaining Term of this Agreement will be subject to the Term of this Agreement, and any Order Form term will not extend beyond the Term unless the Agreement is in effect.

SECTION 17 — SUSPENSION & TERMINATION

17.1 Termination for Cause. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, is the subject of voluntary or involuntary bankruptcy proceedings, or ceases to operate in the ordinary course of business.

17.2 Termination for BAA Breach. Either party may terminate this Agreement immediately upon written notice in the event of a material breach of the BAA by the other party that is not cured within the timeframe specified in the BAA (or, if no cure period is specified, within thirty (30) days of notice).

17.3 Termination for Non-Payment. PaiKnight may terminate this Agreement upon fifteen (15) days’ written notice if any undisputed invoice remains unpaid for more than sixty (60) days after the due date, subject to Provider’s right to cure by paying all outstanding undisputed amounts within such notice period.

17.4 Termination for Regulatory Change. Either party may terminate this Agreement upon sixty (60) days’ written notice if continued performance would require the terminating party to violate applicable law or regulation, or if a regulatory authority issues an order, ruling, or guidance that makes continued performance unlawful or commercially impracticable, and the parties are unable to negotiate a compliant alternative within such period.

17.5 Suspension. Without limiting PaiKnight’s right to terminate, PaiKnight may immediately suspend Provider’s access to the Services (without advance notice) if: (a) PaiKnight determines, in good faith, that Provider is using the Services in a manner that poses a security or legal risk to PaiKnight, other Providers, or patients; (b) Provider loses any required license or authorization to practice; (c) a government authority issues an order restricting PaiKnight’s ability to perform Services for Provider; or (d) Provider’s account is subject to fraud or unauthorized access. PaiKnight will notify Provider of any suspension as soon as practicable and will restore Services promptly upon resolution of the basis for suspension.

17.6 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all licenses granted to Provider terminate immediately; (b) Provider’s access to the Services and Provider Portal ceases; (c) Provider remains obligated to pay all fees accrued through the effective date of termination, including Admin Fees for Cases that reached the Billing Milestone prior to termination; (d) each party will return or destroy the other party’s Confidential Information as directed; and (e) Sections 1, 3, 7 (with respect to accrued fees), 8, 11.1, 12, 13, 14, 15, 18, 19, 20, 21, and 23 survive termination.

17.7 In-Flight Cases. The parties will cooperate in good faith to facilitate orderly transition of in-flight Cases upon termination, subject to applicable PHI and data-handling obligations under the BAA. PaiKnight will not invoice new Admin Fees for Cases that do not reach the Billing Milestone after the effective date of termination.

SECTION 18 — DATA RETURN & DELETION

18.1 Data Return. Within forty-five (45) days following expiration or termination of this Agreement, PaiKnight will make available to Provider an export of Provider Data (in a machine-readable format specified by PaiKnight) via the Provider Portal or other mutually agreed secure transfer mechanism.

18.2 Deletion. After the period specified in Section 18.1 (and after Provider has confirmed receipt of the data export or the export period has expired), PaiKnight will delete or de-identify Provider Data from its production systems in accordance with the BAA, applicable HIPAA requirements, and PaiKnight’s data-retention policies. PaiKnight may retain copies of Provider Data in encrypted backup media for up to ninety (90) additional days, after which they will be destroyed.

18.3 PHI Disposition. Disposition of PHI upon termination is governed by the BAA and applicable HIPAA requirements, which control in the event of any conflict with this Section 18.

18.4 Audit Logs. Notwithstanding the foregoing, PaiKnight may retain audit logs containing PHI access records for the periods required by HIPAA and applicable state law, as specified in the BAA.

SECTION 19 — COMPLIANCE WITH LAWS

19.1 Mutual Compliance. Each party is responsible for its own compliance with all applicable federal, state, and local laws, regulations, and orders, including HIPAA (as applicable to each party’s role), healthcare fraud and abuse laws, applicable insurance regulations, the No Surprises Act, applicable dental-practice acts, the CAN-SPAM Act, TCPA, FDCPA (as applicable), and applicable state privacy laws.

19.2 Anti-Corruption. Each party represents and warrants that it has not and will not, in connection with this Agreement, offer, pay, solicit, or accept any bribe, kickback, or improper payment to or from any person, and that it will comply with all applicable anti-corruption laws.

19.3 Export Controls. Provider will not use the Services in any manner that would violate applicable U.S. export control laws and regulations.

19.4 No Sanctioned Parties. Each party represents and warrants that it is not, and that its principals are not, on any U.S. government sanctions list (OFAC, BIS, or similar), and that the Services will not be used in any sanctioned jurisdiction.

19.5 Changes in Law. If a change in applicable law or regulation renders any provision of this Agreement unlawful or requires modification of PaiKnight’s Services, PaiKnight will notify Provider and the parties will cooperate in good faith to modify the Agreement accordingly. If the parties cannot agree on a compliant modification, either party may terminate under Section 17.4.

SECTION 20 — ADMINISTRATIVE-ONLY SERVICES; NO UNAUTHORIZED PRACTICE OF LAW; NO CORPORATE PRACTICE OF MEDICINE OR DENTISTRY

20.1 Administrative Services Only; No Practice of Law. PaiKnight provides administrative coordination services only. PaiKnight is not a law firm, does not employ attorneys in the capacity of providing legal advice to Provider or patients, and does not engage in the practice of law in any jurisdiction. Administrative appeals prepared or filed by PaiKnight are pre-litigation, administrative appeals only — not legal filings, legal demands, or any act that constitutes the practice of law. PaiKnight will not: (a) assert legal rights on Provider’s or a patient’s behalf in any court, administrative tribunal, or arbitration; (b) provide legal advice, legal opinions, or legal strategy to Provider; (c) issue legal demand letters or threats of litigation; or (d) represent Provider or any patient as counsel in any legal or regulatory proceeding.

20.2 Attorney-Gated Escalation. If PaiKnight determines, in its sole administrative judgment, that a Case requires legal representation — including any matter that would constitute a court filing, a formal legal demand, or any step that PaiKnight’s internal policies classify as crossing the administrative/legal boundary — PaiKnight will notify Provider that the matter requires referral to an independent, U.S.-licensed attorney. Provider is solely responsible for engaging and compensating such attorney. PaiKnight does not select, recommend, or manage the independent attorney. The engagement of an external attorney does not alter PaiKnight’s fees or obligations under this Agreement.

20.3 No Corporate Practice of Medicine or Dentistry. PaiKnight does not practice medicine or dentistry. PaiKnight makes no clinical judgments and provides no clinical services. Without limiting the foregoing, PaiKnight will not: (a) determine or opine on medical necessity for any procedure; (b) interpret X-rays, cephalometric analyses, diagnostic images, or any clinical data; (c) recommend, prescribe, or alter any course of dental or medical treatment; (d) steer Provider’s clinical decisions based on reimbursement outcomes; or (e) author or generate medical or dental necessity content. All clinical content submitted in connection with the Services (including letters of medical necessity and cephalometric analyses) is prepared by Provider or Provider’s designated clinical reviewers. PaiKnight organizes, transmits, and tracks Provider-authored clinical documentation; it does not author clinical content.

20.4 No Insurance Intermediation. PaiKnight does not act as an insurance broker, licensed third-party administrator (in a claims-handling or utilization-review capacity), public adjuster, or utilization review agent. PaiKnight’s insurer communications are administrative coordination activities on behalf of Provider and are not: (a) representation of Provider as an insured in a contested-coverage dispute before any regulator or court; (b) utilization review or coverage determinations made on behalf of any insurer; or (c) public adjusting of claims.

20.5 Provider Acknowledgment. Provider acknowledges and agrees that: (a) Provider has its own legal counsel and is not relying on PaiKnight for legal advice; (b) Provider is the Covered Entity and sole licensed clinical decision-maker; and (c) Provider will not instruct, request, or demand that PaiKnight engage in any activity that PaiKnight determines, in its reasonable judgment, constitutes the practice of law, the practice of medicine or dentistry, or a regulated insurance activity requiring a license PaiKnight does not hold.

SECTION 21 — DISPUTE RESOLUTION, ARBITRATION & GOVERNING LAW

21.1 Informal Resolution. Before initiating any formal dispute proceeding, the parties will first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”) through good-faith negotiation. Either party may initiate this process by providing written notice to the other party’s designated contact describing the Dispute in reasonable detail. The parties will have thirty (30) days from receipt of such notice (or such longer period as mutually agreed) to negotiate a resolution. Commencement of formal proceedings before this period expires is a breach of this Section, unless required to preserve a legal right or remedy.

21.2 Binding Arbitration.

The parties agree that all Disputes not resolved under Section 21.1 will be resolved by binding individual arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures, except that either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitration will be conducted in Delaware. The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

21.3 Governing Law. This Agreement and all Disputes arising out of or relating to it will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, and without application of the United Nations Convention on Contracts for the International Sale of Goods.

21.4 Venue. To the extent any Dispute is brought in a court of competent jurisdiction (including for emergency injunctive relief under Section 21.2), the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, and waive any objection to such venue.

21.5 Injunctive Relief. Notwithstanding Section 21.2, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened: (a) breach of confidentiality obligations under Section 12; (b) infringement of intellectual property rights; or (c) unauthorized access to or misuse of PHI. Seeking such relief does not waive any right to arbitrate the underlying Dispute.

21.6 Limitation Period. Any Dispute must be initiated within two (2) years of the date the aggrieved party first knew or should have known of the facts giving rise to the Dispute, regardless of any longer period that may be permitted by applicable law, except where a shorter period is required by law.

SECTION 22 — CHANGES TO TERMS

22.1 Modifications. PaiKnight may modify this Agreement at any time by providing Provider with thirty (30) days’ advance written notice (which may be provided via email to the email address on file or via a prominent notice in the Provider Portal). Modifications become effective at the end of the notice period.

22.2 Provider Right to Terminate on Modification. If a proposed modification materially and adversely affects Provider’s rights or obligations (a “Material Modification”), Provider may terminate this Agreement without penalty by providing PaiKnight with written notice of termination within fifteen (15) days of receiving notice of the Material Modification, effective at the end of the thirty (30)-day notice period. Continued use of the Services after the effective date of any modification constitutes acceptance of the modified terms. Increases in fees or changes to fee-calculation methodology within the bounds of Section 7.4 do not constitute Material Modifications for this purpose.

22.3 BAA Changes. Changes to the BAA are governed by the BAA’s amendment provisions. To the extent the BAA is required to be updated by changes in HIPAA or applicable law, such updates are effective as of the date required by law, regardless of this Section 22.

SECTION 23 — MISCELLANEOUS

23.1 Entire Agreement. This Agreement (including all Exhibits, Order Forms, the BAA, and any incorporated policies) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, representations, and negotiations, whether oral or written, relating to the subject matter hereof. No prior drafts of this Agreement will be used in the interpretation or construction of this Agreement.

23.2 Amendment. Except as provided in Section 22, this Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

23.3 Assignment. Provider may not assign this Agreement or any rights or obligations hereunder without PaiKnight’s prior written consent, which will not be unreasonably withheld. PaiKnight may assign this Agreement or any rights hereunder: (a) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business (whether by operation of law or otherwise); or (b) to any affiliate. Any purported assignment in violation of this Section is void. This Agreement will be binding on and inure to the benefit of the parties and their permitted successors and assigns.

23.4 Force Majeure. Neither party will be liable to the other for any failure or delay in performance caused by events beyond such party’s reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, labor disputes, infrastructure failures (including internet and telecommunications failures), or similar events (each, a “Force Majeure Event”), provided that the affected party: (a) provides prompt written notice of the Force Majeure Event; (b) uses commercially reasonable efforts to mitigate the impact and resume performance; and (c) keeps the other party informed of progress toward resumption. If a Force Majeure Event prevents performance for more than ninety (90) consecutive days, either party may terminate this Agreement upon ten (10) days’ written notice without penalty.

23.5 Notices. All notices required or permitted under this Agreement must be in writing and will be deemed duly given: (a) when delivered personally; (b) one (1) business day after delivery by a nationally recognized overnight courier; (c) three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid, return receipt requested; or (d) on the date sent by email with written confirmation of receipt (excluding auto-replies), to the following addresses:

To PaiKnight: PaiKnight LLC, 254 Chapman Rd, Ste 208 #28091, Newark, Delaware 19702; Email: legal@paiknight.com

To Provider: As set forth in the applicable Order Form.

Either party may change its notice address by written notice to the other.

23.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. If the arbitration clause or class-action waiver in Section 21.2 is found to be unenforceable, the parties agree to submit Disputes to the courts identified in Section 21.4.

23.7 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver thereof. No single or partial exercise of any right, power, or remedy precludes any other or further exercise thereof or the exercise of any other right, power, or remedy. Waivers must be in writing to be effective.

23.8 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on behalf of the other.

23.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of PaiKnight and Provider and their respective permitted successors and assigns. Nothing in this Agreement confers any rights or remedies on any third party, including any patient, insurer, or Authorized User, except as expressly stated in this Agreement.

23.10 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures (including signatures via DocuSign or similar) are valid and binding.

23.11 Construction. This Agreement will be construed without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” References to statutes include all amendments and successor provisions.

23.12 Publicity. Neither party will issue any press release or public announcement referencing the other party or this Agreement without the other party’s prior written consent, except as required by law or stock exchange rules.

SECTION 24 — ACCEPTANCE

By signing below (or by clicking “I Agree” or otherwise electronically accepting this Agreement during account activation), each party agrees to be bound by the terms of this Agreement as of the Effective Date.

PaiKnight LLC A Delaware corporation

Signature: ______________________________

Name: __________________________________

Title: ___________________________________

Date: ___________________________________

Email: legal@paiknight.com

PROVIDER Practice/Entity Name: ____________________