Provider Terms of Service

Version 1.4 · Multos Annos Inc · Health Care Provider Customers

PLEASE READ THESE TERMS CAREFULLY. These Terms of Service (“Terms”) are a binding agreement between Multos Annos Inc, a Texas corporation (“Company,” “we,” “us”), and the health care practice or organization identified at account registration (“Customer,” “you”). By clicking “I Agree,” creating an account, or accessing or using the LongevityGraph platform (the “Service”), you accept these Terms. The individual accepting these Terms represents and warrants that they are authorized to bind the Customer. If you do not have that authority, or do not agree, do not use the Service.

Individuals using LongevityGraph for personal health tracking are governed by the consumer Terms of Service, not this document.

1. The Service

The Service is a cloud-based electronic medical records and health-data platform, including its web and mobile applications, patient-facing features, document processing, and AI-assisted features, together with related support. Subject to these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable right during the Term for its authorized workforce members (“Users”) to access and use the Service for Customer’s own health care operations. Company will provide the Service with commercially reasonable skill and care and will make commercially reasonable efforts to keep it available, subject to maintenance and matters outside its control.

2. Business Associate Agreement

The Company Business Associate Agreement (the “BAA”), published at longevitygraph.ai/baa and presented at registration alongside these Terms, is incorporated into and forms part of this agreement. The BAA governs the parties’ obligations with respect to Protected Health Information (“PHI”) under HIPAA. If these Terms conflict with the BAA with respect to PHI, the BAA controls. Nothing in these Terms — including Sections 14 and 16 — limits either party’s obligations under HIPAA or the BAA except as expressly stated in Section 16.

3. Accounts, Access, and Customer Security Responsibilities

Account Owner. Each Customer account has one designated “Account Owner” — the individual authorized to bind Customer, accept these Terms and the BAA, manage billing, and grant or revoke User access. Company is entitled to treat the current Account Owner as authoritative for all account instructions. Ownership disputes: Company is a service provider, not an arbiter of practice disputes; if control of an account is contested (e.g., partnership dissolution), Company will maintain the status quo pending joint written instructions or a court order, and may require the disputing parties to reimburse its reasonable costs of responding.

Users. Customer is responsible for: (a) the accuracy of its registration information; (b) designating and managing its Users, granting each the minimum access appropriate to their role, and promptly disabling Users who leave or change roles; (c) maintaining the confidentiality of credentials and requiring Users not to share accounts; (d) using the multi-factor authentication the Service provides; (e) the security of Customer’s own devices, networks, and premises; and (f) all activity occurring under its Users’ accounts, except to the extent caused by Company’s breach of these Terms or the BAA. Customer will notify Company promptly at [email protected] of any suspected unauthorized access or suspected breach involving the Service. Company may reset or revoke credentials where reasonably necessary to protect the Service or patient data, with prompt notice to the Account Owner.

Verification. Company may require reasonable evidence of Users’ identity and professional licensure (including for e-prescribing) and may suspend access it cannot verify.

4. Trial Accounts

If Company offers a free trial, trial use is subject to these Terms and the BAA. Trial accounts may be limited in features and duration. Unless Customer purchases a subscription or exports its data before the end of the trial period, Customer Data in a trial account may be permanently deleted 30 days after the trial ends, following notice to the Account Owner. Deletion of PHI follows the BAA’s return-or-destroy provisions.

5. Customer Data

Ownership. As between the parties, Customer owns all patient records, clinical data, and other data submitted to the Service by or on behalf of Customer, together with data received into Customer’s charts from third-party sources such as laboratories and pharmacies (“Customer Data”). Company acquires no rights in Customer Data except the limited rights needed to provide, secure, support, and improve the Service consistent with these Terms and the BAA.

Use. Company will use Customer Data only: (a) to provide and support the Service; (b) as permitted by the BAA; (c) as required by law; and (d) in de-identified form (per 45 CFR § 164.514) for analytics, benchmarking, and Service improvement. Company does not sell Customer Data, does not use identifiable Customer Data for advertising, and does not display third-party sponsored content in the clinical workflow.

Export and return. Customer may export its patient records through the Service at any time during the Term at no additional charge. Upon termination, Company will make a complete machine-readable export available as provided in the BAA.

Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data it submits and for its authority to submit it.

6. Patient Accounts and the Patient Portal

The Service includes patient-facing features. Patients access them under Company’s separate patient-facing terms and privacy notices; patients are not parties to these Terms and no provider-patient relationship exists between Company and any patient. Patient login credentials and account-authentication data are managed by Company and are not Customer Data. Where an individual maintains both a personal LongevityGraph account and a chart with Customer, Customer’s rights under these Terms and the BAA extend to the practice’s chart (the Customer Data), not to the individual’s separate personal account data. Customer remains responsible for what its Users share to patients through the portal.

7. Acceptable Use

Customer will not, and will ensure its Users do not: (a) use the Service other than for lawful health care purposes; (b) access another customer’s data or attempt to breach or probe the Service’s security; (c) reverse engineer, copy, resell, or provide service-bureau access to the Service; (d) upload malicious code or use automated scraping; (e) use the Service to violate HIPAA, state privacy law, or professional obligations; (f) share credentials or circumvent access controls or audit logging; or (g) submit data they lack the right to submit. Company may suspend access immediately where reasonably necessary to protect the Service, patient data, or other customers, with prompt notice and restoration once resolved.

8. Professional Responsibility; No Medical Advice

The Service is an information-management and decision-support tool. It does not provide medical advice, diagnosis, or treatment, and it is not a substitute for professional judgment. Customer and its licensed providers are solely responsible for all clinical decisions, prescriptions, diagnoses, and patient care, for verifying the accuracy and completeness of any information relied upon in care (whatever its source, including the Service and data received from third-party sources), and for complying with the laws, licensure requirements, and professional standards applicable to their practice.

AI-assisted features. Portions of the Service use artificial intelligence (including document extraction, summaries, safety checks, and chat features). AI outputs may be incomplete or incorrect and are provided to assist — never to replace — clinician review. Customer will ensure that a licensed professional reviews AI-assisted output before it is relied upon in patient care. Company’s prescribing-safety and similar checks are supplementary safeguards and do not shift clinical responsibility to Company.

9. E-Prescribing and Third-Party Services

E-prescribing. Prescribing features may be routed through third-party networks and pharmacies and may be subject to additional network terms presented in-product, which Customer must accept to use those features. Prescribers are solely responsible for each prescription, for maintaining the licenses and registrations prescribing requires, and for completing any identity-proofing and credentialing required for electronic prescribing of controlled substances. Company may suspend prescribing features for a User whose credentials it cannot verify.

Third-party services. The Service interoperates with third-party services (e.g., laboratories, pharmacies, payment processors, video, calendaring). Third-party services are governed by their providers’ own terms, and Company is not responsible for them, except that Company’s subcontractors handling PHI remain covered by the BAA’s subcontractor obligations. Company may add, change, or discontinue integrations, and will not materially reduce core Service functionality during a paid term.

Customer-connected integrations. Where Customer or its Users elect to connect a third-party system to the Service (for example a recording, calendaring, or note-taking tool), Customer is solely responsible for evaluating that system before connecting it — including whether the third party will receive PHI and whether a business associate agreement with that third party is required and in place. Connecting an integration is Customer’s decision and its instruction to Company to exchange data with that system on Customer’s behalf. Company is not responsible for Customer Data or PHI that Customer or its Users disclose to a third-party system Customer connects.

Beta features. Features identified as beta, preview, or early access are optional, provided AS IS, may change or be withdrawn at any time, and are excluded from the performance warranty in Section 14 — but never from the BAA’s safeguards.

10. Fees and Payment

Customer will pay the fees stated in the applicable order, plan page, or pricing schedule presented at signup. Unless stated otherwise: fees are billed in advance for each billing period; amounts are in U.S. dollars, non-refundable except as expressly provided, and exclusive of taxes (Customer pays applicable taxes other than Company’s income taxes); if per-User pricing applies, subscription quantities are trued up to actual User counts with notice before the change takes effect; Company may change fees with at least 30 days’ notice, effective at the next renewal. Undisputed amounts more than 30 days overdue may accrue interest at the lesser of 1.5% per month or the legal maximum, and Company may suspend the Service for continued nonpayment after 15 days’ additional written notice (with patient-record export remaining available per Section 5).

11. Insurance

Customer will maintain professional liability (malpractice) insurance appropriate to its practice throughout the Term. Company maintains commercially reasonable insurance for its operations, including cyber liability coverage.

12. Term, Termination, and Effect

These Terms apply from first acceptance and continue until terminated. Customer may terminate at any time effective at the end of the current billing period. Either party may terminate for material breach not cured within 30 days of written notice, and Company may terminate under the BAA’s termination-for-cause provision. Company may also suspend or terminate immediately, with notice, if: (a) Customer or a prescribing User is excluded from a federal health care program, or loses a license or registration necessary to use the relevant features; (b) Customer’s use presents an imminent risk to patient data or the Service; or (c) required by law.

Upon termination: Customer’s access ends, except export access for 60 days; each party retains obligations that by nature survive (Sections 2, 5, 13–18); and PHI is returned or destroyed per the BAA. Fees accrued through the effective date of termination remain payable; termination by Customer for Company’s uncured material breach entitles Customer to a pro-rata refund of prepaid, unused fees.

13. Confidentiality

Each party will protect the other’s non-public business, technical, and financial information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by comparable obligations, or as required by law with prompt notice where lawful. PHI is governed by the BAA, not this section. These obligations survive for five years after termination (indefinitely for trade secrets).

14. Warranties and Disclaimers

Each party warrants that it has the legal power to enter these Terms. Company warrants that (a) the Service will perform materially as described in its documentation, and (b) it will maintain an information security program consistent with the HIPAA Security Rule as described in the BAA.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND THE BAA, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; THAT AI-ASSISTED OUTPUT OR DATA RECEIVED FROM THIRD-PARTY SOURCES WILL BE ACCURATE OR COMPLETE; THAT INTERNET OR CARRIER TRANSMISSION FAILURES WILL NOT OCCUR; OR THAT THE SERVICE WILL SATISFY CUSTOMER’S REGULATORY OBLIGATIONS AS A COVERED ENTITY, WHICH REMAIN CUSTOMER’S RESPONSIBILITY. NO SECURITY PROGRAM CAN ELIMINATE ALL RISK; EXCEPT FOR COMPANY’S EXPRESS OBLIGATIONS UNDER THE BAA AND APPLICABLE LAW, COMPANY DOES NOT GUARANTEE THAT UNAUTHORIZED THIRD PARTIES WILL NEVER DEFEAT ITS SAFEGUARDS.

15. Indemnification

By Company. Company will defend and indemnify Customer against third-party claims alleging that the Service, as provided by Company and used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay resulting damages finally awarded or agreed in settlement. If the Service is enjoined, Company may procure the right to continue use, modify the Service, or terminate and refund prepaid unused fees. This section states Customer’s exclusive remedy for infringement.

By Customer. Customer will defend and indemnify Company against third-party claims (including patient claims and professional-liability claims) arising from: (a) Customer’s or its Users’ provision of health care, clinical decisions, prescriptions, or professional services; (b) Customer Data, including claims that it was collected or submitted unlawfully; (c) use of Customer’s credentials by any person where the access resulted from Customer’s failure to meet its Section 3 obligations; or (d) Customer’s use of the Service in violation of these Terms or law — except, in each case, to the extent the claim results from Company’s breach of these Terms or the BAA.

The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense to the indemnifying party (no settlement imposing obligations on the indemnified party without its consent).

16. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply to: (a) a party’s indemnification obligations under Section 15; (b) a party’s gross negligence, fraud, or willful misconduct; (c) Customer’s payment obligations; or (d) liability that cannot be limited under applicable law. The parties agree these allocations of risk are reflected in the fees and are an essential basis of the bargain; they apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

17. Intellectual Property; Feedback

Company and its licensors own the Service, its software, documentation, and all improvements, including de-identified and aggregated data derived per Section 5. No rights are granted except as stated. Customer may provide feedback voluntarily; Company may use it without restriction or obligation, provided doing so does not identify Customer or disclose Customer Data. Templates, protocols, and similar non-PHI content Customer creates in the Service remain Customer’s, with a license to Company to host and display them within the Service.

18. Changes to the Service and to These Terms

Company may improve or modify the Service, provided changes do not materially degrade its core functionality during a paid term. Company may update these Terms; material changes will be notified at least 30 days in advance (in-app and by email) and require re-acceptance at next login by the Account Owner. Changes required by law may take effect sooner. Continued use after the effective date constitutes acceptance; if Customer does not accept, it may terminate and receive a pro-rata refund of prepaid unused fees.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflicts rules. The parties will first attempt in good faith to resolve any dispute by written notice and executive discussion within 30 days. Any dispute not so resolved will be finally settled by binding arbitration before a single arbitrator under the American Arbitration Association’s Commercial Arbitration Rules, seated in Texas, judgment enterable in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief in any court for misuse of its confidential information or intellectual property or to protect patient data. EACH PARTY WAIVES TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION; CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. Customer may opt out of arbitration (not the class waiver) by written notice to [email protected] within 30 days of first acceptance. Nothing here limits either party’s obligations to regulators.

20. General

Electronic communications: Customer consents to receive notices, disclosures, and records electronically (in-app and to the Account Owner’s email), which satisfy any writing requirement. Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations); Company’s BAA breach-notification duties are not excused. Assignment: Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. Notices: To Company at [email protected]; to Customer at its Account Owner email; notices are effective when sent absent bounce. Independent contractors; no third-party beneficiaries (patients are not parties to these Terms). Severability and waiver: Unenforceable provisions are reformed to the minimum extent necessary; failure to enforce is not waiver. Entire agreement: These Terms, the BAA, and any executed order form are the entire agreement regarding the Service and supersede prior discussions; if a separately negotiated written agreement signed by both parties exists, that agreement controls over these click-through Terms. Order of precedence: BAA (as to PHI) → signed agreement → these Terms.

Acceptance

By clicking “I Agree,” the individual acting for Customer confirms they have read these Terms and the BAA, have authority to bind Customer, and accept both on Customer’s behalf as its Account Owner. Company records the accepting user, organization, timestamp, and document versions as evidence of acceptance.