Master Subscription Agreement

Last reviewed by counsel: [05-06-25]

This Master Subscription Agreement (“Agreement”) is between FxMedSupport (a d/b/a of NutrimentRx, LLC) (“FxMedSupport”, “we”, “us”, “our”) and the corporate entity identified in the signature section below (“Client”, “you”, “your”). FxMedSupport and Client may collectively be referred to as “Parties” and separately as context implies “Party”. The Parties accordingly agree as follows:

§ 1Services & Architecture

a. General

The “Services” include the integration, automation, application, custom development, and related software services provided by FxMedSupport that connect Cerbo to other systems at Client’s direction. The specific Services subscribed to by Client are determined by Client’s selected tier (Basic, Pro, Elite, or Enterprise) and any add-ons elected during onboarding or thereafter.

b. Middleware Architecture & Encrypted Patient ID Mapping

FxMedSupport operates as middleware between Cerbo and other major enterprise applications. FxMedSupport does not store Protected Health Information (PHI) on its infrastructure. However, in order to function as middleware, FxMedSupport stores encrypted patient ID mappings on its bifurcated AWS infrastructure. These encrypted IDs are stored only as needed for active automations or integrations to function and are used as the consistent key by which Cerbo and other authorized systems can be cross-referenced.

Decryption keys for these patient ID mappings are held exclusively within FxMedSupport’s secure vault and are accessible only to a strictly limited set of FxMedSupport personnel (currently the Founder and the Lead Engineer). Even in the unlikely event of a key compromise, decrypted patient IDs alone do not constitute PHI under the HIPAA Rules because they contain no medical information.

By executing this Agreement and authorizing FxMedSupport to act as middleware between Client’s systems, Client provides express consent for FxMedSupport to store and use such encrypted patient ID mappings as necessary to provide the Services.

c. Business Associate Terms

Client may be a Covered Entity and FxMedSupport may be a Business Associate within the meaning set forth in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (together referred to as the “HIPAA Rules”). Accordingly, the Parties incorporate the Business Associate Agreement as Exhibit A into this Agreement.

d. Updates & Service Changes

FxMedSupport periodically deploys bug fixes, improvements, modifications, and patches (“Updates”) in connection with the maintenance and improvement of the Services. Client agrees to accept all Updates provided by or at the direction of FxMedSupport.

e. Support & Availability

FxMedSupport provides troubleshooting and general support for the Services during normal business hours. FxMedSupport will use commercially reasonable efforts to maintain the availability of the Services on a 24/7 basis, except for (i) planned maintenance, in which case FxMedSupport will use commercially reasonable efforts to provide reasonable advance notice, or (ii) any unavailability caused by circumstances beyond FxMedSupport’s reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, internet infrastructure failures, or downtime of Cerbo or any Third-Party Service.

§ 2Use Rights & Intellectual Property

a. Client Materials

Client may input, store, or transmit information (“Client Materials”) through the Services. Client grants FxMedSupport a non-exclusive, worldwide, royalty-free, non-transferable license to use Client Materials only to the extent necessary to provide the Services to Client and Client’s authorized Users. The license expires upon termination of this Agreement, subject to the data retention and deletion provisions of Section 10. Client represents and warrants that it has obtained all necessary rights, licenses, and authorizations to grant the license set forth in this Section 2.

b. The Services License

Subject to Client’s obligations herein, FxMedSupport grants Client and its Users a non-transferable, non-exclusive, non-assignable license, during the term of Client’s subscription (the “Subscription Term”), to access and use the Services (including any Updates) for internal business purposes as set forth in this Agreement. FxMedSupport reserves all rights not expressly granted herein.

“Users” means employees, contractors, or agents whom Client has authorized to access and use the Services on Client’s behalf. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify FxMedSupport promptly upon learning of any unauthorized access or use.

c. Aggregated Data

Subject to the terms of this Agreement, Client grants to FxMedSupport a limited, non-exclusive, non-assignable, non-transferable right to use aggregated, de-identified Client Materials (“Aggregated Data”) to improve the Services, create new services, or for reporting purposes, both internally and commercially, provided such Aggregated Data does not identify Client, Client’s patients, or reveal proprietary business information of Client. All PHI and uses of PHI remain subject to the BAA between the Parties.

d. Intellectual Property Rights

As between the Parties, FxMedSupport retains all Intellectual Property Rights in and to the Services and any other proprietary information, including without limitation the integrations, automations, software architecture, and custom-developed elements built by FxMedSupport. As between the Parties, Client retains all Intellectual Property Rights in and to Client Materials.

e. Feedback

If Client provides FxMedSupport with feedback, suggestions, or recommended changes to the Services (“Feedback”), FxMedSupport is free to use such Feedback without attribution or compensation, for any purpose. Client hereby assigns to FxMedSupport all right, title, and interest in and to Feedback.

f. Restrictions

Neither Client nor its Users shall directly or indirectly:

• copy, scrape, archive, modify, translate, adapt, or otherwise create derivative works of the Services or any part thereof;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code associated with the Services;
• use the Services in violation of any applicable law, regulation, or rule (including but not limited to HIPAA);
• use the Services to develop a competing product or service, or for any purpose to FxMedSupport’s commercial disadvantage;
• impose an unreasonable load on the technical infrastructure used to support the Services;
• make the Services available to any unauthorized third party;
• sell, resell, or lease the Services without FxMedSupport’s express written permission;
• store or transmit malware, viruses, or any code intended to disrupt, damage, or gain unauthorized access to systems;
• interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
• attempt to gain unauthorized access to the Services or related systems;
• copy, frame, or mirror any part or content of the Services other than for Client’s own internal business purposes;
• misrepresent Client’s affiliation with FxMedSupport, Cerbo, or any other party.

g. Resource Limits & Overage Charges

Each subscription tier includes a defined set of resource limits (including but not limited to: number of patients managed, automation runs, email volume, API calls, storage, and integration count). Client is solely responsible for proactively monitoring its usage against the applicable tier’s resource limits. Usage exceeding tier limits may incur additional resource charges as published on FxMedSupport’s pricing page or detailed in Client’s Order Form. FxMedSupport may invoice such overage charges in addition to the standard monthly subscription fee.

§ 3Representations, Warranties & Disclaimers

a. Mutual Authorization

Each Party represents and warrants that: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations; (ii) execution and performance of this Agreement do not conflict with any other obligation, contract, lease, or license; and (iii) it has the right, power, and authority to grant the rights and licenses under this Agreement free and clear of any claims, liens, and encumbrances.

b. Services Warranty

FxMedSupport warrants that during the Subscription Term, the Services will substantially conform with their published specifications. FxMedSupport will use commercially reasonable efforts to address material defects in a timely manner. This is Client’s exclusive remedy for breach of this warranty.

c. Use of Services

Client warrants that it will comply with applicable law with respect to its access and use of the Services and that it is solely responsible for the accuracy, quality, integrity, and legality of all Client Materials.

d. Customizations

Client warrants that it is solely responsible for the accuracy, quality, and legality of any custom element of the Services that FxMedSupport makes available to Client at Client’s direction and request (“Custom Element”), including custom integrations, custom forms, custom automation logic, and any third-party data flows directed by Client.

e. Disclaimer of Warranties

Except for the express warranty in Section 3(b), FxMedSupport disclaims, to the maximum extent permitted by applicable law, all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability and fitness for a particular purpose, and any warranties arising from course of dealing or course of performance regarding or relating to the Services or any other materials furnished or provided to Client. The Services are provided “as is” and “as available”. FxMedSupport will not be liable for any Third-Party Services or products.

§ 4Third-Party Services

a. Third-Party Products and Services

The Services include the option for Client to integrate with services owned and operated by third parties (“Third-Party Services”), including but not limited to Cerbo, Zoho, QuickBooks, GoHighLevel, PayRoc, LifeFile, Heidi, and other integration partners. Third-Party Services have separate terms and conditions that apply to your use of them. FxMedSupport is the integration layer; FxMedSupport does not endorse or guarantee Third-Party Services beyond facilitating their integration. Client is solely responsible for its use of Third-Party Services and for executing any required Business Associate Agreements directly with them where PHI is involved.

b. Continuity of Third-Party Services

If a Third-Party Service Provider ceases to make their API, program, or data available on reasonable terms for the Services, FxMedSupport will use commercially reasonable efforts to find a replacement, but may cease providing the impacted feature(s) without entitling Client to any refund, credit, or other compensation.

c. Data Security of Third-Party Services

If Client requests that data be sent from the Services to Third-Party Service Providers (whether automatically or on request), Client is solely responsible for transferred data and for HIPAA Rules compliance of such Third-Party Services. FxMedSupport disclaims all responsibility for such information once it is transferred out of the Services.

§ 5Fees, Billing & Subscription Tiers

a. Standard Pricing & Tier Structure

FxMedSupport offers four standard subscription tiers. Standard pricing is as follows:

Tier	Standard Onboarding	Standard Monthly
Basic	$199	$50/month
Pro	$999	$99/month
Elite	$2,000	$200/month
Enterprise	$3,000	$300/month and up

Each tier comes with a defined resource allocation (number of patients, emails, automations, etc.). Add-ons may increase the monthly fees of any tier, particularly Elite and Enterprise. Current pricing, tier inclusions, and add-on options are published on FxMedSupport’s pricing page and may be updated at any time as set forth in Section 5(g).

b. Annual Commitment Option (Pro & Elite Only)

Clients on the Pro or Elite tier may elect to enter into an annual commitment (“Annual Commitment”) in lieu of paying the standard onboarding fee. Under the Annual Commitment:

• Zero onboarding fee at signup;
• Client commits to twelve (12) consecutive monthly subscription charges at the applicable tier rate;
• Free onboarding is provided as part of this commitment;
• If Client elects early termination of the Annual Commitment before the 12-month term concludes, Client shall pay an early termination fee equal to fifty percent (50%) of the standard onboarding fee for the applicable tier (i.e., $499.50 for Pro; $1,000 for Elite).

c. 30-Day Grace Period (All Tiers, All Plans)

Within thirty (30) days of signing up, Client may cancel its subscription with no fees charged and no early termination penalty applied. After the 30-day grace period, the standard cancellation terms in Section 10 apply.

d. Invoicing & Payment

Client shall provide FxMedSupport with valid and current credit card or bank account information. Client authorizes FxMedSupport to automatically charge such credit card or bank account in advance each month for Client’s subscription charges, and as appropriate for any one-time charges (including onboarding fees and resource overages). Fees are quoted and payable in United States dollars and are non-refundable except as expressly provided in this Agreement (e.g., the 30-day grace period in Section 5(c)).

e. Tier Upgrades & Downgrades

Client may request a tier upgrade or downgrade at any time. Upgrades require payment of any applicable upgrade fee and take effect upon FxMedSupport’s confirmation. Downgrades have no fee and take effect at the next billing cycle, with Client’s service and resource allocations adjusting to the new tier’s limits.

f. Overdue Charges & Suspension

If Client fails to pay any invoice in full, FxMedSupport, after providing written notice and a reasonable opportunity to cure, may apply overdue charges to Client’s account at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. FxMedSupport may suspend or limit the Services for non-payment as set forth in Section 10(c).

g. Pricing Changes

FxMedSupport reserves the right to change pricing for the Services at any time. Pricing changes do not affect amounts already invoiced. Material changes affecting active Clients’ existing subscriptions will be communicated in advance of taking effect via email or in-platform notice.

h. Taxes

FxMedSupport’s fees do not include any taxes, levies, duties, or similar governmental assessments (“Taxes”). Client is responsible for paying all Taxes assessable based on Client’s purchases under this Agreement. FxMedSupport is responsible for taxes assessable based on FxMedSupport’s income, property, and employees.

§ 6Payment Disputes & 90-Day Window

a. How to Dispute a Charge

To dispute any specific invoice or charge, Client may submit the dispute by either: (i) email to billing@fxmedsupport.com, or (ii) through FxMedSupport’s official support ticket system. Either method is accepted and equally valid.

b. Investigation & Resolution

Upon receipt of a properly submitted dispute, FxMedSupport will investigate in good faith. Where appropriate, FxMedSupport will work to resolve the matter in a way that honors the Client (including but not limited to refund, credit, service extension, or other remediation) at FxMedSupport’s reasonable discretion.

c. Hard 90-Day Window

Client must dispute any specific invoice or charge in writing within ninety (90) days of the invoice date. The 90-day window is firm and is not extendable for any reason. After the 90-day window has expired, the charge is deemed final and accepted, and Client waives any and all right to dispute it, regardless of the legitimacy of the underlying basis. This 90-day window is intended for proper bookkeeping and finality.

The 90-day window does not apply to claims arising under the BAA or relating to HIPAA violations, which are governed by the BAA and applicable law.

§ 7Confidentiality

a. Definition of Confidential Information

“Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. FxMedSupport’s Confidential Information includes the Services, source code and architecture of integrations, internal automation logic, and the contents of any Order Form. Client’s Confidential Information includes Client Materials and Client’s patient data. Confidential Information of each Party includes the financial terms of this Agreement.

Note: Client may freely disclose its own pricing terms (i.e., what Client pays FxMedSupport). FxMedSupport will not share Client-specific data, pricing, or business information with any third party.

b. Protection of Confidential Information

Each Receiving Party shall: (i) use the same degree of care it uses to protect its own Confidential Information of like kind (but no less than reasonable care); (ii) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) limit access to Confidential Information to its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are under written obligations of confidentiality.

c. Compelled Disclosure

The Receiving Party may disclose Confidential Information if compelled by applicable law or regulation, but to the extent legally permitted, shall give the Disclosing Party prompt prior written notice and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

§ 8Limitation of Liability

a. Aggregate Cap (Non-HIPAA Disputes)

For any claim, dispute, or matter arising out of or relating to this Agreement other than a HIPAA violation, FxMedSupport’s aggregate liability to Client (whether in contract, tort, strict liability, or otherwise) shall not exceed an amount equal to one (1) times the total amount paid by Client to FxMedSupport during the calendar year in which the event giving rise to liability occurred. This cap applies regardless of the legal theory, the severity of the breach, or whether FxMedSupport was advised of the possibility of such damages.

b. HIPAA Violations

The aggregate cap in Section 8(a) does not apply to HIPAA violations or claims arising under the BAA. Liability for HIPAA violations is governed by the BAA, applicable HIPAA Rules, and applicable law.

c. No Consequential Damages

In no event shall either Party be liable to the other under any theory of tort, contract, strict liability, or other legal or equitable theory for lost profits, lost revenues, lost business opportunities, or exemplary, punitive, special, incidental, indirect, or consequential damages of any kind, regardless of whether such damages were foreseeable or whether the Party had been advised of the possibility of such damages. The foregoing exclusion does not apply to HIPAA violations.

§ 9Indemnification

a. By FxMedSupport

FxMedSupport shall defend Client against any claim, demand, suit, or proceeding (“Claim”) brought against Client by a third party alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party or violate applicable law, except to the extent such Claim arises out of: (i) Client’s gross negligence or willful misconduct, (ii) use of the Services other than as permitted under this Agreement, (iii) a Custom Element, Client Materials, or the content of Client’s PHI, or (iv) a Third-Party Service Client has directed FxMedSupport to integrate with. FxMedSupport’s indemnification obligations with respect to a Claim arising from an unauthorized release of PHI remain subject to the BAA.

b. By Client

Client shall defend FxMedSupport against any Claim brought against FxMedSupport by a third party arising out of or relating to: (i) Client’s gross negligence or willful misconduct, (ii) Client Materials or the content of Client’s PHI, (iii) Client’s use of the Services in violation of this Agreement or applicable law, or (iv) any Third-Party Service that Client has directed FxMedSupport to integrate with.

c. Procedure

The indemnifying Party’s obligations are conditioned on the indemnified Party (i) promptly notifying the indemnifying Party of the Claim, (ii) giving the indemnifying Party sole control of the defense and settlement, and (iii) providing reasonable cooperation at the indemnifying Party’s expense.

§ 10Term, Cancellation & Termination

a. Term

This Agreement begins on the Effective Date (when Client signs up). For Clients on the standard month-to-month plan, the Agreement continues on a month-to-month basis until terminated by either Party in accordance with this Section. For Clients on an Annual Commitment (Section 5(b)), the Agreement continues for the 12-month committed term and renews on a month-to-month basis thereafter unless terminated.

b. Termination by Client (Cancellation)

Client may terminate this Agreement at any time by submitting a cancellation request through FxMedSupport’s support ticket system or via email to support@fxmedsupport.com. Upon receipt:

• FxMedSupport will engage with Client to confirm the cancellation request and may, in good faith, attempt to understand the reason for cancellation and offer alternative solutions;
• Once Client confirms the cancellation request as final, FxMedSupport will begin the deprecation process;
• If Client specifies a future effective date for cancellation, FxMedSupport will deprecate Client’s account on that date;
• If Client requests immediate cancellation, deprecation will occur within FxMedSupport’s standard thirty (30) day wind-down period;
• If a billing cycle triggers during the wind-down period, that charge will be processed, and Client agrees that FxMedSupport may collect such charge as part of the orderly wind-down. No prorated refund is provided for a partial billing month;
• If Client is on an Annual Commitment and cancels prior to the end of the 12-month term, the early termination fee in Section 5(b) applies.

c. Termination by FxMedSupport for Non-Payment

If Client fails to pay any amount when due, FxMedSupport will not immediately terminate Client’s account. FxMedSupport will:

• Send multiple outreach attempts via email and other communication channels notifying Client of the overdue balance;
• Move Client’s account to a “Canceled — Recoverable” status, in which the Services may be limited or suspended while FxMedSupport continues to attempt to reconnect with Client;
• Only after a reasonable and substantial period of unresponsiveness will FxMedSupport proceed to formal termination, at which point Client’s account enters FxMedSupport’s standard deprecation and deletion process.

d. Termination by FxMedSupport for Cause

FxMedSupport may terminate this Agreement immediately, with notice but without a cure period, for cause, including (without limitation): (i) Client’s material breach of this Agreement that cannot be promptly cured; (ii) Client’s use of the Services in violation of applicable law (including HIPAA); (iii) Client’s attempt to reverse engineer, scrape, or compromise the security of the Services; (iv) Client’s use of the Services in a manner that risks harm to other clients or to the integrity of the Services. Termination by FxMedSupport for cause does not entitle Client to a refund.

e. Data Deletion Upon Termination

Upon final termination of this Agreement (whether by Client or by FxMedSupport), FxMedSupport will:

• Disable and remove all Client-specific integrations, automations, and connections;
• Delete all encrypted patient ID mappings associated with Client’s account from FxMedSupport’s infrastructure;
• Complete this deprecation and deletion process within one to two (1–2) business days of the cancellation effective date, treated as an important task within normal business standards;
• Retain only a record of Client’s name and the fact that Client was once a customer of FxMedSupport. No PHI, no encrypted IDs, no integration configurations, and no other operational data are retained after deletion;
• Provide Client with confirmation of completion via email or ticket response.

f. Survival

The following Sections survive termination: 2 (Use Rights & Intellectual Property as it relates to ownership), 3(e) (Disclaimers), 6 (Payment Disputes & 90-Day Window), 7 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 10(e) (Data Deletion), 10(f) (Survival), 11 (Governing Law & Arbitration), and 12 (General Provisions).

§ 11Governing Law & Arbitration

a. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

b. Binding Arbitration

c. Jury Trial Waiver

Each Party hereby irrevocably waives any and all right to a jury trial for any and all claims arising out of or relating to this Agreement.

§ 12General Provisions

a. Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

b. Notices

Notices to FxMedSupport shall be sent through the support ticket system and to legal@fxmedsupport.com. Notices to Client shall be sent to the email address on file for Client’s primary administrator.

c. Amendments

Amendments to this Agreement require: (i) a written change request submitted via FxMedSupport’s ticket system, (ii) mutual consent confirmed in writing, and (iii) a date-stamped signature by an authorized administrator of each Party. No amendment is effective unless executed in this manner.

d. Assignment

Client may not assign or transfer its rights or obligations under this Agreement without FxMedSupport’s prior written consent. FxMedSupport may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without Client’s consent.

e. Force Majeure

Neither Party is liable for any failure or delay in performance under this Agreement to the extent caused by events beyond its reasonable control, including without limitation acts of God, acts of government, civil unrest, pandemic, internet infrastructure failures, or downtime of upstream providers (including Cerbo or Third-Party Services).

f. Severability

If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

g. Waiver

No failure or delay by either Party in exercising any right under this Agreement is a waiver of that right. Any waiver must be in writing to be effective.

h. Entire Agreement

This Agreement, together with the BAA (Exhibit A), any applicable Order Form, FxMedSupport’s pricing page (incorporated by reference for current tier pricing and resource limits), and any duly executed amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, communications, and understandings.

i. Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which constitutes an original. Electronic and facsimile signatures are deemed valid for all purposes of this Agreement.

Last reviewed by counsel: [05-06-25] · Exhibit A: Business Associate Agreement