MASTER SUBSCRIPTION AND SERVICES AGREEMENT
This Master Subscription and Services Agreement (the “Agreement”) is a legal agreement between the company or individual person, as applicable, set forth on the registration page (“Customer”) and Ageless AI LLC (“Ageless”). This Agreement specifies the terms under which Customer may use the Co-Branded Platform. Please read this Agreement carefully before accessing the Co-Branded Platform, because by accessing the Co-Branded Platform, clicking “I Agree,” or otherwise manifesting assent to this Agreement, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to (or cannot comply with) all of the terms of this Agreement, do not access or use the Co-Branded Platform. The person executing this Agreement on behalf of Customer represents that he or she is an authorized representative of Customer capable of binding Customer to this Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Ageless (collectively, the “Parties” and each, a “Party”) hereby agree as follows:
DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
“Applicable Law” means any applicable federal, state, provincial, county, and local law, ordinance, regulation, rule, code, and order, including, without limitation, all Privacy Laws.
“Authorized Users” mean collectively, the Customer Users and End Users.
“Co-Branded Platform” means a website and mobile application based on and derived from the functionality and features of the Platform that displays both Customer’s and Ageless’s branding, including their respective names, logos, and trade dress, in accordance with the branding guidelines agreed between the Parties in writing from time to time.
“Confidential Information” means each Party’s business and technical information in any form, including without limitation, Intellectual Property, Customer Data, business and marketing plans, strategies, sales, product and financial data and projections, processes, techniques, trade secrets, know how, inventions, processes (business, technical, or other), designs, algorithms, source code, customer lists, and the terms of this Agreement. Confidential Information does not include information or data which is: (i) known to the Party receiving the Confidential Information (the “Receiving Party”) prior to its receipt from the other Party (the “Disclosing Party”) without a limitation or obligation of confidentiality under another agreement; (ii) independently developed by the Receiving Party without use of any Confidential Information; (iii) generally known to the public at the time of disclosure other than as a result of disclosure by the Receiving Party; or (iv) received from a third party with a legal or contractual right to disclose such information or data.
“Customer Content” means Customer’s identifying marks, logos, trade dress, trademarks, trade names, service marks, and other audio or audio-visual content uploaded to the Co-Branded Platform or otherwise provided, directly or indirectly, to Ageless.
“Customer Data” means any and all information about Authorized Users provided by Customer to Ageless or to which Ageless otherwise has access by virtue of this Agreement, including any Training Data, but specifically excluding End User Data.
“Customer Users” mean employees, contractors, or agents authorized by Customer to access and use the Co-Branded Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors’ or agents’ access to and use of the Co-Branded Platform will be limited to their provision of services to Customer.
“Documentation” means documentation, policies, procedures, specifications, and technical guidelines relating to the Co-Branded Platform that Ageless provides to Customer whether in a written or electronic form.
“End Users” mean Customer’s patients located in Customer's Serviceable Geography who access and use the Co-Branded Platform, including but not limited to, book and receive services from Customer or third-party service providers. For purposes of calculating Subscription Fees, an End User is defined as a unique phone number that completes the Ageless experience within Customer's Serviceable Geography.
“End User Agreements” mean the agreements between Ageless and End Users governing such End Users’ access to, and usage of, the Co-Branded Platform, including, without limitation, a privacy policy and terms of service.
“End User Data” means any and all information that End Users provide through their use of the Co-Branded Platform to Ageless.
“Fees” mean the Subscription Fees.
“Intellectual Property Rights” mean all intellectual and industrial property rights, whether now existing or existing in the future, including without limitation, (i) all patent rights, including any rights in pending patent applications and any related rights; (ii) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (iii) all trademarks, service marks, trade dress, or other proprietary trade designations, including all registrations and applications therefor; (iv) all rights throughout the world to proprietary know-how, trade secrets, and other Confidential Information, whether arising by law or pursuant to any contractual obligation of non-disclosure; and (v) all other rights covering industrial or intellectual property recognized in any jurisdiction.
“Malicious Code” means any computer virus, Trojan horse, worm, time bomb, or other similar code or hardware component designed to disable, damage, or disrupt the operation of, permit unauthorized access to, erase, destroy, or modify any software, hardware, network, or other technology.
“Patient Bank” means the rollover credit system available exclusively during paid subscription periods, whereby unused End User capacity from one billing cycle may be carried forward to subsequent billing cycles, subject to the following limitations: (i) rollover credits are capped at one (1) times the monthly allocation under Customer's then-current subscription tier, or two (2) times the monthly allocation for Customers on annual subscription plans; (ii) rollover credits expire sixty (60) days from the date they are rolled over for customers on monthly subscription plans and ninety (90) days from the date they are rolled over for customers on annual subscription plans; and (iii) no End User capacity from trial periods is eligible for rollover or Patient Bank allocation.
“Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, association, unincorporated organization, government agency, or political subdivision thereof or other entity.
“Personal Information” means any information that identifies, or is capable of identifying, an Authorized User, including, without limitation (i) an individual’s name, date of birth, or driver’s license or other government-issued identification number; (ii) an individual’s contact information, such as an address or telephone number; and (iii) any other information about an individual whose disclosure is protected or otherwise regulated by any applicable Privacy Law.
“Platform” means our proprietary AI-powered patient qualification engine that uses "future self" visualizations to pre-qualify aesthetic and wellness patients before they reach practice staff.
“Privacy Laws” mean any applicable national, federal, provincial, and state laws or regulations relating to the collection, use, and protection of Personal Information in the jurisdictions in which Customer does business.
“Protected Health Information” or “PHI” means (a) in the United States, as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulation (“HIPAA”); and (b) Canada, “Personal Health Information” as that term is defined under applicable provincial health privacy laws.
“SaaS Services” mean Ageless’s provision of access to, and usage of, the Co-Branded Platform as set forth herein and all related hosting, maintenance, and support services made available by Ageless.
“Services” mean the SaaS Services.
“Serviceable Geography” means the geographic area designated by Customer in the Co-Branded Platform settings within which End Users may access services.
“Subscription Fees” mean the fees due to Ageless for the SaaS Services.
“Training Data” means any End User before and after photographs, images, and related data that Customer or its Customer Users upload to the Platform for the purpose of AI/ML model tuning, customization, or improvement.
"Trained Models" means any AI/ML models, algorithms, or improvements created, trained, or enhanced using Training Data.
“Updates” mean any error correction, bug fix, patch, enhancement, update, upgrade, new version, release, revision, or other modification to the SaaS Services provided or made available by Ageless pursuant to this Agreement.
SUBSCRIPTION TERMS.
Subscription. Subject to the terms and conditions of this Agreement, Ageless hereby grants Customer during the Term (as defined below) a limited, non-exclusive, non-transferable (except as permitted under Section 10 below) right and license to authorize Authorized Users to access and use the Co-Branded Platform. Customer is responsible for the acts and omissions of its Authorized Users and any other Person who accesses and uses the Co-Branded Platform using any of Customer’s or its Authorized Users’ access credentials. Customer may configure Serviceable Geography by radius (distance from practice location), selected states, provinces or nationwide (unlimited). End Users located outside the Serviceable Geography who indicate willingness to travel to the Serviceable Geography to receive services shall be counted against Customer's allocation of End Users for the applicable subscription tier whereas End Users located outside the Serviceable Geography who decline to travel to the Serviceable Geography to receive services shall not be counted against Customer's allocation of End Users for the applicable subscription tier.
Provision of SaaS Services. Subject to the terms and conditions of this Agreement, Ageless shall host, maintain, service, and support the Co-Branded Platform. Ageless shall provide first-level support to Customer and End Users. Customer and Authorized Users shall be responsible for obtaining Internet connections and other third-party hardware, software, and services necessary to access the Co-Branded Platform. From time to time, Ageless may develop new products, services, and premium features that have an additional cost. These capabilities may be presented to Customer as options available for inclusion in an addendum to this Agreement.
Access to Documentation. Ageless shall provide Customer via the Co-Branded Platform access to the Documentation, as may be updated from time to time in order to reflect any Updates. Customer may print copies of, use, and permit its Authorized Users to use, the Documentation solely in connection with the use of the Co-Branded Platform.
Restrictions on Use. Customer will not (and will not authorize or knowingly permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Platform, or the Co-Branded Platform; (ii) copy, modify, adapt, or translate the Platform, or the Co-Branded Platform, or, except as expressly provided herein, make any use, resell, distribute, or sublicense them; (iii) make the Platform, or the Co-Branded Platform available on a “service bureau” basis; (iv) remove or modify any proprietary markings or restrictive legends placed on the Platform, or the Co-Branded Platform; (v) use or sublicense the Platform, or the Co-Branded Platform in violation of any Applicable Law; (vi) upload any Malicious Code into the Platform, or the Co-Branded Platform; (vii) use the Platform, or the Co-Branded Platform for purposes of the analysis or development of a competing software product or service, or any other purpose that is to Ageless’s commercial disadvantage; (viii) use the Platform, or the Co-Branded Platform in any other manner or for any other purpose or application not expressly permitted by this Agreement; or (ix) attempt to gain unauthorized access to the Platform, or the Co-Branded Platform or other accounts, computer systems, or networks connected to any servers of Ageless or its hosting prover, through hacking, password mining, or any other means.
Title. As between Ageless and Customer: (i) Ageless retains all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to Co-Branded Platform, the Platform, the Documentation, the Trained Models, and any other materials provided by Ageless hereunder, and Customer shall have no rights with respect to the same other than those license rights expressly granted under this Agreement; and (ii) Customer retains all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Customer Data and the Customer Content, and Ageless shall have no rights with respect to the same other than those license rights expressly granted under this Agreement.
End User Agreements. Each End User’s access to and use of the Co-Branded Platform shall be subject to, and conditioned upon, such End User’s acceptance of the End User Agreements prior to accessing or using the Co-Branded Platform.
Modifications; No Contingency for Future Commitments. Ageless may, in its sole discretion, modify the Co-Branded Platform from time to time by adding, deleting, or modifying features to improve the user experience; provided, however, that during the Term, such additions, deletions, or modifications to features: (i) will not materially decrease the overall functionality of the SaaS Services; and (ii) will be described by Ageless through updates to the Documentation. Unless otherwise expressly agreed by the Parties in writing, Customer agrees that payment of the Fees under this Agreement is not contingent on the delivery of any future Co-Branded Platform functionalities or features or any other future commitments, except as expressly set forth in this Agreement.
Audit. During the Term of this Agreement and for a period of two (2) years thereafter, Ageless shall have the right, at its expense and upon reasonable notice, to examine (or have examined by an independent auditor), Customer’s books and records that are relevant to this Agreement. Ageless agrees that any such audit shall occur during normal business hours and no more than once annually.
Passwords; Unique Identifiers. Ageless will provide Customer with account access information, which may include one or more passwords (“Passwords”). Authorized Users may be required to provide certain additional information that will assist in authenticating their identity when they login in the future (“Unique Identifiers”). When registering for an account with Ageless, Customer and its Authorized Users must provide true, accurate, current, and complete information. Customer is responsible for the confidentiality and use by it of its Passwords and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform by Authorized Users or other third parties (unless arising from Ageless’s breach of the Agreement). Customer will promptly inform Ageless of any need to deactivate a Password or change any Unique Identifier. In the event of a Platform security breach, Ageless reserves the right to delete or change Customer’s Passwords or Unique Identifiers at any time and for any reason. Ageless will notify named Customer contacts of the Password or Unique Identifier change. Ageless will not be liable for any loss or damage caused by any unauthorized use of Customer’s account not caused by Ageless.
Cooperation. Customer acknowledges that Ageless’s ability to provide the Services is dependent on its having access to (and being able to interact time with) Customer’s employees and designated third parties and also dependent on Ageless being provided with (and continuing to receive) complete, accurate, up-to-date, and timely materials, information, and data. Customer agrees to provide such access, materials, information, and data to Ageless and will cause any designated third parties to cooperate with Ageless for Ageless to implement and provide the Services on the schedules adopted by the parties. In performing the Services, Ageless shall be entitled to rely on any oral or written instructions, notices, or other communications, including electronic transmissions, from Customer and its Authorized Users, employees, officers, directors, members, agents, and other service providers that Ageless reasonably believes to be genuine, valid, and authorized.
Support Services. Ageless accepts support questions twenty-four (24) hours per day, seven (7) days per week via the Co-Branded Platform. Responses to support questions submitted through the Co-Branded Platform are provided during our normal business hours only. Ageless attempts to respond to support questions within one (1) business day, although Ageless does not promise or guarantee any specific response time.
Client Success Support and Training. Ageless shall provide standard client success support to Customer following the go‑live of the Co-Branded Platform. Such support may include onboarding assistance, product training, and guidance on best practices to help Customer effectively use and obtain value from the Co-Branded Platform (collectively, “Client Success Support”). Ageless will also provide reasonable training and educational support to Customer and its Customer Users, including instruction on core functionality, features, and usage optimization. No additional fees shall be charged for such Client Success Support or training, unless otherwise expressly agreed in writing by the Parties.
Co-Branded Platform Branding. The Co-Branded Platform shall display both Customer's branding and Ageless's branding in accordance with the following requirements: (i) Customer's branding shall be displayed prominently on the user interface of the Co-Branded Platform in a manner consistent with Customer's brand guidelines as provided to Ageless from time to time; (ii) the Co-Branded Platform shall display the designation "Powered by Ageless AI" (or such other co-branding designation as may be mutually agreed by the Parties in writing), with the size, prominence, and location of such designation to be mutually agreed by the Parties; and (iii) neither Party shall modify, obscure, or remove the other Party's branding from the Co-Branded Platform without the prior written consent of such other Party. Each Party shall provide the other Party with its applicable brand guidelines, including specifications for logos, trademarks, trade dress, color schemes, and other branding elements. Each Party shall use the other Party's branding materials solely in accordance with such brand guidelines and shall not modify such branding materials without the prior written consent of the owning Party.
Publicity. During the Term, Ageless shall have the right, but not the obligation, to use Customer’s trademarks, service marks, and trade names, in any and all media now known or hereafter devised, in accordance with any guidelines provided by Customer, to promote Ageless and/or the Services.
No Payment Processing for End User Transactions. Customer acknowledges and agrees that Ageless does not process payments for End Users' use of, or booking of, any services through the Co-Branded Platform. Customer is solely responsible for collecting payment from End Users for any services rendered, whether such services are provided by Customer or by third-party service providers. Ageless's sole responsibility with respect to payments is the collection of Subscription Fees from Customer as set forth in this Agreement.
Third-Party Service Providers. The Co-Branded Platform may enable End Users to submit contact information and images and to submit inquiries to Customer regarding services offered by Customer. The Co-Branded Platform does not offer or facilitate appointment booking, scheduling, diagnosis, treatment, or the provision of healthcare or medical services of any kind. Customer is solely responsible for: (a) vetting and approving any third-party service providers whose services are made available to End Users by Customer; (b) ensuring that all services provided by Customer or third-party service providers comply with Applicable Law; and (c) handling all disputes between End Users and third-party service providers. Ageless shall have no liability for the acts or omissions of any third-party service providers or for any services rendered by Customer or third-party service providers to End Users.
Referral Program. Ageless may offer a referral program that allows participants to receive certain benefits for referring new customers. Participation in any referral program is governed by the Ageless’s referral program terms and conditions, which may be updated from time to time.
Trials. From time to time, Ageless may offer prospective customers the opportunity to access the Co-Branded Platform on a trial basis at no charge or at a reduced charge, as determined by Ageless (each, a “Trial”). If Ageless offers you a Trial, you will be granted access to the Co-Branded Platform for the applicable trial period set forth in Fee Schedule available at (the “Trial Period”). Any additional details about the Trial shall be set forth in the Fee Schedule. Access to the Co-Branded Platform during the Trial Period is provided solely for purposes of evaluating the Co-Branded Platform to determine whether to purchase a paid subscription from Ageless. During the Trial Period, Customer and its Authorized Users may not use the Co-Branded Platform for any other purpose, including, without limitation, competitive analysis or any commercial, professional, or for‑profit purpose. Ageless reserves the right, in its sole discretion, to terminate Customer and its Authorized Users’ access to the Co-Branded Platform at any time during the Trial Period. Customer may cancel the Trial at any time during the Trial Period by providing written notice to Ageless. If you do not cancel the Trial prior to the expiration of the Trial Period, the Trial will automatically convert to a paid subscription. The applicable subscription tier will be selected by Ageless based on Customer’s usage of the Co-Branded Platform during the Trial Period. Customer may request to change the selected subscription tier at any time prior to the commencement of the paid subscription, and the first day immediately following the Trial Period will constitute the first day of the applicable subscription term. Notwithstanding anything to the contrary in this Agreement, during any Trial Period: (i) the Co-Branded Platform is provided “as is”; (ii) Ageless shall have no warranty, indemnification, support, or other obligations; (iii) Ageless shall have no liability for any harm or damage arising out of or in connection with the Co-Branded Platform; and (iv) Customer and Authorized User’s use of the Co-Branded Platform is at their own risk.
Patient Bank. Following conversion from any Trial to a paid subscription, Customer shall receive a Patient Bank with rollover capacity based on Customer's selected subscription tier: 1× monthly allocation for monthly plans and 2× monthly allocation for annual plans. Unused monthly End User allocations may roll into the Patient Bank up to the cap. Patient Bank rollover credits expire sixty (60) days from the date they are rolled over for customers on monthly subscription plans and ninety (90) days from the date they are rolled over for customers on annual subscription plans. In the event Customer downgrades to a lower tier, the Patient Bank shall reset to the new tier's allocation; provided, however, that excess Patient Bank allocations shall be grandfathered for sixty (60) days for customers on monthly subscription plans and ninety (90) days for customers on annual subscription plans, during which time Customer must use such excess allocations or they will reset to the new tier's cap.
Outputs. Customer acknowledges and agrees that the Platform utilizes artificial intelligence and machine learning technologies to process End User Data to generate information and data, including but not limited to, lead scores, patient qualification assessments, enrichment data, treatment recommendations, and "future self" visualizations (collectively, "Outputs"). Customer expressly acknowledges that: (a) Outputs are generated algorithmically based on available data and may contain errors, inaccuracies, hallucinations, or fabricated information; (b) Outputs are provided solely as preliminary screening tools and informational aids and do not constitute medical advice, diagnosis, or treatment recommendations; (c) Customer and its Customer Users are solely responsible for independently verifying, validating, and clinically evaluating all Outputs before making any clinical, business, or treatment decisions; (d) Ageless makes no representation or warranty regarding the accuracy, completeness, reliability, or clinical validity of any Output; (e) Customer shall not rely on Outputs as the sole or primary basis for any clinical decision, treatment plan, patient recommendation, or business decision without independent professional judgment and verification; and (f) Customer assumes all risk and liability arising from Customer's or any Authorized User's reliance on Outputs. Customer shall ensure that all Customer Users are trained on the limitations of Outputs and shall maintain appropriate clinical and professional oversight of all decisions informed by such outputs.
Communications from Customer to End Users. The Co-Branded Platform enables automated sending of transactional, commercial electronic messages, and service-related communications to End Users, including SMS/RCS text messages and emails (collectively, "Customer Communications"). Customer acknowledges that such Customer Communications are sent on behalf of, and at the direction of, Customer. Ageless shall, through the Co‑Branded Platform, collect and record End User consents to receive Customer Communications on Customer’s behalf using consent language that has been provided to or approved by Customer (the “Consent Language”). Customer acknowledges that it has reviewed the Consent Language and deems it adequate for its intended purposes and for compliance with Applicable Laws. For purposes of the Applicable Laws governing electronic or telephonic marketing communications, including but not limited to, Telephone Consumer Protection Act ("TCPA"), Canada’s Anti-Spam Legislation (“CASL”) and the CAN-SPAM Act, Customer shall be deemed the "sender," "initiator," or legally responsible party for all Customer Communications transmitted through the Co-Branded Platform. Ageless acts solely as a technology service provider facilitating Customer's communications and shall not be deemed the sender or initiator of any Customer Communications, notwithstanding that Ageless may register with messaging carriers or service providers as required to technically enable message delivery on Customer’s behalf. Customer represents, warrants, and covenants that it shall: (i) ensure that all Customer Communications are sent in compliance with Applicable Laws; (ii) honor all opt‑out, unsubscribe, and do‑not‑contact requests in accordance with Applicable Law timeframes, regardless of whether such requests are received directly by Customer or through the Co‑Branded Platform; (iii) ensure that all Customer Communications contain accurate sender identification, valid physical addresses, and functioning opt‑out mechanisms as required by Applicable Laws; (iv) refrain from sending Customer Communications to any numbers or addresses listed on the National Do Not Call Registry, Canada’s Do Not Call List or any applicable state or provincial do‑not‑call lists unless a lawful exemption applies; and (v) comply with all other requirements of Applicable Laws.
Third-Party Integrations. The Co-Branded Platform may enable Customer to configure integrations with third-party applications, services, platforms, workflow automation and data integration tools (collectively, "Third-Party Integrations"). Customer acknowledges and agrees that: (i) Customer is solely responsible for selecting, configuring, and managing any Third-Party Integrations; (ii) Ageless does not control, endorse, or assume any responsibility for any Third-Party Integrations or the acts or omissions of any third-party integration providers; (iii) Customer's use of Third-Party Integrations is subject to the terms and conditions, privacy policies, and security practices of the applicable third-party providers; and (iv) Customer assumes all risk associated with the use of Third-Party Integrations. Customer acknowledges that many Third-Party Integrations, including general-purpose workflow automation tools, are not designed to handle PHI and may not be HIPAA-compliant. Customer represents, warrants, and covenants that: (i) Customer shall not configure any Third-Party Integration in a manner that transmits, processes, or stores PHI unless Customer has independently verified that such third-party provider is HIPAA-compliant and has entered into a BAA with Customer; (ii) Customer is solely responsible for ensuring that any data flows through Third-Party Integrations comply with HIPAA, state or provincial privacy laws, and all other Applicable Laws; (iii) Customer has reviewed and understands the privacy and security practices of any third-party provider prior to configuring any Third-Party Integration; and (iv) Ageless shall have no responsibility or liability for any unauthorized disclosure, breach, or misuse of PHI or other data resulting from Customer's use of Third-Party Integrations. AGELESS MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SECURITY, PRIVACY PRACTICES, HIPAA COMPLIANCE, OR DATA HANDLING PRACTICES OF ANY THIRD-PARTY INTEGRATION PROVIDER. CUSTOMER USES THIRD-PARTY INTEGRATIONS AT CUSTOMER'S OWN RISK.
Optional Add-Ons. From time to time, Ageless may offer optional add‑on products, features, or services (“Optional Add‑Ons”) that Customer may elect to purchase in addition to the Services. Any Optional Add‑Ons are subject to availability and are governed by this Agreement and the applicable terms, pricing, fees, and usage conditions set forth in the Fee Schedule. Unless otherwise expressly stated in the Fee Schedule, Optional Add‑Ons do not modify Customer’s subscription tier, Subscription Fees, or usage entitlements.
CUSTOMER DATA.
Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants Ageless and its affiliates a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data for the purpose of providing the Services hereunder. Customer will have sole responsibility for the accuracy, quality, and legality of its Customer Data. If Customer is a ‘covered entity’ under HIPAA, then Ageless will process any PHI included in the Customer Data in accordance with the Business Associate Agreement available at http://ageless.ai/baa , which is hereby incorporated by reference into this Agreement and forms a part hereto (“BAA”). If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to processing of PHI.
Customer Content. Subject to the terms and conditions of this Agreement, Customer hereby grants Ageless and its affiliates a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute Customer Content solely as necessary to provide the Co-Branded Platform.
End User Data. Ageless shall use and process all End User Data in accordance with the Authorized User Agreements.
Aggregate Data. Ageless monitors the performance and use of the Co-Branded Platform and collects data in connection therewith (the “Usage Data”). Ageless may combine this Usage Data with other data (including anonymized elements of the Customer Data), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregate Data”). Customer hereby agrees that Ageless may, both during and after the Term, use, reproduce, publish, and vend such Aggregate Data; provided, however, that such usage shall not identify Customer or its Authorized Users.
Training Data. Subject to the terms and conditions of this Agreement, Customer hereby grants Ageless and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, modify, create derivative works from, and otherwise process Training Data for the purposes of training, tuning, improving, and enhancing AI/ML models that are part of the Platform and creating Trained Models. To the extent Training Data constitutes PHI, Customer shall: (i) obtain a valid HIPAA authorization or any necessary authorizations from each End User whose PHI is included in Training Data, which authorization specifically permits the use and disclosure of PHI for AI/ML model training and improvement; (ii) provide Ageless with documentation of such authorizations upon request; and (iii) de-identify Training Data in accordance with HIPAA's or prevailing de-identification standards prior to upload, where feasible. Ageless shall process any PHI contained in Training Data in accordance with the BAA and Applicable Law.
FEES AND PAYMENT.
Fees. The Subscription Fees shall be as specified in the fee schedule available at http://ageless.ai/fee-schedule (“Fee Schedule”) and shall be determined based on the subscription tier selected by Customer during the sign-up or ordering process. The subscription tier selected by Customer shall determine the applicable pricing, features, and usage entitlements for the applicable subscription Term. If Customer exceeds the monthly End User allotment included in its selected subscription tier during any monthly billing cycle, Customer shall be charged applicable overage fees as set forth in the Fee Schedule. Overages shall be calculated at the end of each monthly billing cycle based on actual usage for such month and billed in arrears. Customer may disable automatic overage charges through the Co-Branded Platform settings. If overage charges are disabled and Customer's End User allocation and Patient Bank are depleted, new End User intake shall be automatically suspended until the next billing cycle or until Customer upgrades their subscription tier. All amounts payable under this Agreement are exclusive of sales and use taxes, value added taxes, and all other taxes and duties (except for any taxes on Ageless’s net income, which shall be paid by Ageless), the costs of which such taxes and duties shall be invoiced by Ageless and paid by Customer in accordance with this Section. Unless otherwise expressly provided for in this Agreement, all Fees paid under this Agreement are non-refundable. Ageless reserves the right to institute new or additional fees, or to modify pricing or overage rates, at any time upon at least thirty (30) days’ notice to Customer (which notice may be made by posting the modification on our website).
Payments. Customer hereby agrees to pay all applicable Subscription Fees. Ageless is a wholly owned subsidiary of RepeatMD, Inc. (“RepeatMD”). Customer acknowledges and agrees that, RepeatMD shall bill and collect Subscription Fees as Ageless’s authorized agent and/or as merchant of record. RepeatMD may use one or more third‑party payment processors (each, a “Third‑Party Payment Processor”) to process Subscription Fees. Customer authorizes RepeatMD, Ageless, and any applicable Third‑Party Payment Processor to charge Customer’s designated payment method for all amounts due. Any payment made by Customer to RepeatMD shall be deemed payment made directly to Ageless, and Customer’s payment obligation to Ageless shall be satisfied at the time such payment is successfully processed. Customer understands and agrees that Customer information, including personal data and payment information, may be shared with RepeatMD and its payment processing partners solely for purposes of billing, payment processing, fraud prevention, chargeback management, and related transactional functions, in accordance with applicable law and the applicable privacy policies. Customer represents and warrants that Customer is the valid owner or an authorized user, of the credit card or payment account that Customer provides to such Third-Party Payment Processor, and that all information Customer provides is accurate. If payment is not received from the credit card issuer or any other payment facility, Customer hereby agrees to pay all amounts due upon demand. Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. Customer acknowledges that during the Term payment processing services will be transitioned to Ageless in phases, and that during such transition, RepeatMD may continue to process payments on Ageless’s behalf for certain transactions. Customer agrees that this phased transition does not affect the validity of charges or Customer’s obligation to pay Subscription Fees. CUSTOMER ACKNOWLEDGES AND AGREES THAT WHEN CUSTOMER SIGNS UP FOR A SUBSCRIPTION (MONTHLY, ANNUALLY, OR OTHERWISE), THE SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL CUSTOMER CANCELS IT. CUSTOMER MAY CANCEL THE SUBSCRIPTION AS SET FORTH IN THIS AGREEMENT AND THE CANCELLATION WILL TAKE EFFECT AT THE EXPIRATION OF THE THEN-CURRENT TERM. CANCELLATION REQUESTS MUST BE RECEIVED AT LEAST 24-HOURS BEFORE THE NEXT BILLING DATE. AGAIN, IF CUSTOMER DOES NOT CANCEL, THEN THE SUBSCRIPTION WILL AUTOMATICALLY RENEW UNDER THE SAME SUBSCRIPTION. THERE ARE NO REFUNDS FOR CANCELLATION, AND CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER SHALL RECEIVE NO REFUND OR EXCHANGE FOR ANY UNUSED TIME OF THE SUBSCRIPTION ACCORDING TO THE CHOSEN PREFERENCES (EITHER A MONTHLY OR A YEARLY SUBSCRIPTION).
Subscription Tier Upgrade/Downgrade. Customer may upgrade or downgrade its subscription tier at any time during the Term. Upgrades shall take effect immediately upon selection and Customer shall pay a prorated charge for the remainder of the then-current billing period. Downgrades shall take effect at the next billing cycle. Upon any downgrade, Customer's Patient Bank shall adjust to the new tier's allocation, subject to the grandfather period described in Section 2.19. If Customer has enabled the auto-upgrade functionality in the Co-Branded Platform settings, then Customer shall be automatically upgraded to the next subscription tier upon reaching 100% of monthly allocation of End Users.
Subscription Pause. Customer may elect to pause its subscription instead of canceling it. During any pause period, Customer shall pay a reduced monthly fee as set forth in the applicable Fee Schedule. Customer’s account, Authorized User access, and Customer Data will be preserved, and any existing Patient Bank credits will be maintained; however, Customer will not be permitted to initiate any new End User intake during the pause period. The maximum duration of any pause and any additional terms applicable to a paused subscription shall be as specified in the Fee Schedule.
TERM AND TERMINATION.
Term. The “Term” of this Agreement shall mean, as applicable, any Trial Period (if offered by Ageless) and, thereafter, the then-current Monthly Term or Annual Term in effect. The term of this Agreement shall commence on the date on which Customer accepts this Agreement (“Effective Date”) and shall continue for the Trial Period (if any) and as follows, depending on the applicable subscription purchased by Customer:
Monthly Subscriptions. For subscriptions purchased on a monthly basis, the Agreement shall continue on a month-to-month basis, with each monthly period constituting a separate term (each, a “Monthly Term”), unless Customer cancels the subscription through their account settings on the Services. Such cancellation will be effective at the end of the then‑current Monthly Term and Customer shall be responsible for payment of all fees for the then‑current Monthly Term, and no refunds or credits will be provided for any partial month.
Annual Subscriptions. For subscriptions purchased on an annual basis, the initial term of this Agreement shall be one (1) year from the Effective Date (the “Initial Term”). Upon expiration of the Initial Term, the Agreement shall automatically renew for successive one (1) year renewal terms (each, a “Renewal Term,” and together with the Initial Term, the “Annual Term”), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Annual Term.
Termination. Ageless may suspend or terminate Customer and its Authorized User’s access to the Services upon written notice to Customer if any undisputed invoiced amount due to Ageless is past due or if Customer or its Authorized User is in breach of any of its obligations under this Agreement. Ageless will not suspend Customer and its Authorized User’s access to the Services while Customer is disputing any invoiced amount due to Ageless reasonably and in good faith and is cooperating diligently to resolve the dispute. In the event of a payment failure, Ageless shall have the right to suspend access to certain features and/or the Services, if the failure is not remedied within a reasonable time, terminate Customer’s access to the Services. If access to the Services is suspended for non-payment, Ageless may charge a re-activation fee to reinstate the access. Customer will promptly reimburse Ageless for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees Ageless incurs, to the extent necessitated by Customer’s refusal to pay any invoiced amounts that Customer is not disputing in good faith.
Effect of Termination or Expiration. In the event of any termination or expiration of this Agreement: (i) Customer shall pay Ageless for all amounts payable hereunder as of the effective date of termination or expiration; (ii) all rights and licenses granted hereunder to Customer shall immediately cease, and Customer and its Authorized Users shall immediately cease all access to and usage of the Co-Branded Platform, and the Documentation; (iii) Ageless shall delete all Customer Data stored on the Co-Branded Platform in accordance with Applicable Laws; and (iv) each Receiving Party shall either return to the Disclosing Party, or, at the Disclosing Party’s direction, destroy and provide the Disclosing Party with written certification of the destruction of, all documents, computer files, and other materials containing any Confidential Information of the Disclosing Party that are in the Receiving Party’s possession, custody, or control; provided, however, that each Receiving Party may keep a copy of such Confidential Information for (a) legal and/or regulatory purposes and/or (b) as part of any electronic archival back-up system (c) in de-identified or aggregated form as permitted under Section 3.4.
Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1 (“Recitals and Definitions”), Section 2.5 (“Title”), Section 2.8 (“Audit”), Section 3.4 (“Aggregate Data”), Section 4 (“Fees and Payment”) until all monies due have been paid in full, Section 5.3 (“Effect of Termination or Expiration”), Section 6 (“Confidentiality”), Section 7.3 (“Disclaimer”), Section 8 (“Indemnification”), Section 9 (“Limitation of Liability”), Section 10 (“General Provisions”), and this Section 5.4 (“Survival”).
CONFIDENTIALITY.
Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to this Section, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so. The Receiving Party shall protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care). The Receiving Party shall, prior to providing any employee or consultant access to any Confidential Information of the Disclosing Party, inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information. The Receiving Party shall be responsible to the Disclosing Party for any violation of this Section by any such employee or consultant. In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use commercially reasonable efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information. Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching Party would otherwise have under or with regard to this Agreement.
Feedback. During the Term, Customer may elect to provide Ageless with feedback, comments, and suggestions with respect to the Co-Branded Platform and/or the Services (“Feedback”). Customer agrees that Ageless will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
Mutual Representations and Warranties. Each Party represents and warrants that: (i) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (ii) the execution and delivery of this Agreement by it and the performance of its obligations and exercise of its rights hereunder: (a) will not conflict with or violate any Applicable Law; or (b) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it, including, without limitation, any non-disclosure, confidentiality, non-competition, or other similar agreement.
Representations and Warranties of Customer. In addition to the representations and warranties set forth in Section 7.1, Customer represents and warrants that (i) Customer has all rights and permissions necessary for Customer to provide Ageless with or grant Ageless access to and use of all Customer Data, including Training Data and Customer Content; (ii) Customer has the right to grant the rights and licenses granted to Ageless under this Agreement; (iii) Ageless’s exercise of any license granted hereunder, do not and will not, infringe the right of any third party, including without limitation any intellectual property rights, rights of publicity, rights of privacy, or any other rights of third parties; (iv) the use of Training Data as contemplated by this Agreement does not and will not violate any Applicable Laws; (v) Training Data does not include photographs or images of any individual who has not provided valid consent for such use; and (vi) Customer and its Authorized Users will use the SaaS Services in compliance with Applicable Laws.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 THE SERVICES, THE CO-BRANDED PLATFORM, THEIR COMPONENTS, ANY UPDATES, THE DOCUMENTATION, THE DELIVERABLES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AGELESS MAKES NO WARRANTY WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAWS, HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE SERVICES, THE CO-BRANDED PLATFORM, THEIR COMPONENTS, ANY UPDATES, THE DOCUMENTATION, THE DELIVERABLES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. CUSTOMER AND ITS AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS OR TREATMENT DECISIONS CUSTOMER OR ITS AUTHORIZED USERS MAKE BASED UPON ANY INFORMATION PROVIDED AND/OR MADE AVAILABLE THROUGH THE SERVICES OR THE CO-BRANDED PLATFORM. ALL OUTPUTS GENERATED BY THE SERVICES AND THE CO-BRANDED PLATFORM ARE INTENDED AS RECOMMENDATIONS OR SUGGESTIONS AND MUST BE INDEPENDENTLY REVIEWED AND VALIDATED BY CUSTOMER AND ITS AUTHORIZED USERS BEFORE ANY APPLICATION. WITHOUT LIMITING THE FOREGOING, AGELESS MAKES NO WARRANTY OR REPRESENTATION THAT ANY OUTPUTS, INCLUDING LEAD SCORES, PATIENT QUALIFICATION ASSESSMENTS, ENRICHMENT DATA, TREATMENT RECOMMENDATIONS, OR VISUALIZATIONS, ARE ACCURATE, COMPLETE, RELIABLE, CLINICALLY VALID, OR FREE FROM ERROR, HALLUCINATION, OR FABRICATION. CUSTOMER ACKNOWLEDGES THAT AI TECHNOLOGIES MAY PRODUCE OUTPUTS THAT APPEAR PLAUSIBLE BUT ARE FACTUALLY INCORRECT OR CLINICALLY INAPPROPRIATE. CUSTOMER AND EACH AUTHORIZED USER AGREES THAT ITS USE OF THE SERVICES, THE CO-BRANDED PLATFORM, THEIR COMPONENTS, ANY UPDATES, THE DOCUMENTATION, THE DELIVERABLES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER IS ENTIRELY AT THEIR OWN RISK. TO THE EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless Ageless and its officers, directors, managers, and employees from any and all damages, liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred by them in connection with any third-party claim, action, or proceeding (each, a “Claim”): (i) arising from Customer’s or its Authorized User’s gross negligence or willful misconduct; (ii) arising from Customer’s or its Authorized User’s breach of this Agreement; (iii) alleging that the use of the Customer Content and/or Customer Data in accordance with this Agreement infringes, violates, or misappropriates any third-party copyrights, patents, or trademarks; (iv) arising from any Authorized User’s access to, and use of, the Co-Branded Platform; (v) arising from or relating to Customer’s or its Authorized User’s configuration or use of any Third-Party Integrations, including any Claims alleging unauthorized disclosure of PHI or violation of any Applicable Laws; and/or (vi) arising from or relating to Customer Communications sent through the Platform.
LIMITATION OF LIABILITY. IN NO EVENT WILL AGELESS BE LIABLE TO CUSTOMER, ITS AUTHORIZED USERS (OR ANY OTHER PARTY CLAIMING RIGHTS THROUGH SUCH PARTY) FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. AGELESS’S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID TO AGELESS HEREUNDER DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT, GIVING RISE TO THE CLAIM.
GENERAL PROVISIONS. Customer acknowledges and agrees that the Services may be hosted and operated from the United States and may be made available for use in Canada and other jurisdictions. Ageless makes no representations regarding the suitability of the Services for use in any specific jurisdiction, and Customer is responsible for compliance with applicable local laws in connection with its use of the Services. If Customer accesses the Services from outside of the United States, it does so at its own risk. Whether inside or outside of the United States, Customer is solely responsible for ensuring compliance with the laws of its specific jurisdiction. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Neither Party shall be liable to the other Party for any failure to perform its obligations hereunder to the extent such failure results from any cause beyond its reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sub-licensable by either Party, except with the other Party’s prior written consent, except to: (i) and affiliate, or (ii) a successor to all or substantially all of that Party’s assets or business (for which no consent of the other Party is required). This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof. All claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in Delaware, and each Party irrevocably consents to the exclusive jurisdiction of, and venue in, such courts. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Any modification to this Agreement must be in a writing signed by both parties; provided, however, that Ageless may modify this Agreement at any time by posting such modification on Ageless website, and any such modification shall go into effect thirty (30) days after it is so posted. It is Customer’s responsibility to check for such modifications. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
I AGREE I DISAGREE