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Subscription Services Agreement

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This Subscription Services Agreement (the "Agreement") is between Treat Technologies LLC, doing business as Treat ("Treat"), and the customer identified in an Order Form or online signup ("Customer" or "you"). It governs your access to and use of Treat's software, communications, payments, and related services (the "Services"). By signing an Order Form, checking the acceptance box at signup, or using the Services, you agree to this Agreement. The person accepting represents that they are authorized to bind Customer.

This Agreement incorporates by reference the Treat Business Associate Agreement at https://www.alltreat.io/legal/baa (the "BAA"), the Privacy Policy at https://www.alltreat.io/legal/privacy, and the Feature Terms listed in Section 2 (together with any Order Form, the "Agreement Documents"). If you are a Covered Entity or Business Associate under HIPAA, the BAA applies to all Protected Health Information you provide through the Services.

1. Definitions

1.1 "Order Form" means a quote, order form, or online signup that references this Agreement and identifies the Services, fees, and term you have purchased.

1.2 "Customer Data" means data you or your users submit to the Services, or that Treat retrieves from your systems at your direction, including patient, appointment, clinical, insurance, payment, and communication data. Customer Data includes PHI.

1.3 "Usage Data" has the meaning given in the BAA: information de-identified in accordance with 45 C.F.R. § 164.514, and data about the use and performance of the Services that is not PHI or personal information.

1.4 "Users" means the individuals you authorize to access the Services under your account, including employees, contractors, and providers.

1.5 "Feature Terms" means the additional terms for specific Services identified in Section 2.

1.6 "Applicable Law" means all laws, regulations, and governmental orders that apply to a party or to the use of the Services, including HIPAA, the TCPA, the CAN-SPAM Act, state telemarketing and call-recording laws, state privacy laws, and card network rules.

1.7 "PMS" means your practice management, electronic health record, or scheduling system, whether hosted by a third party or on your premises.

2. The Services and Feature Terms

2.1 The Services. The Services are an integrated practice platform and may include: phone, text messaging, and fax; a messaging hub and team chat; scheduling, online booking, and reminders; automations and workflows; payments, text-to-pay, payment plans, and patient financing; insurance eligibility, claims, and revenue-cycle tools; digital forms and kiosk check-in; a patient portal and telehealth; reviews, marketing, and analytics; bookkeeping and financial tools; and AI features. Treat may add, change, or retire features at any time. Feature availability may depend on your Order Form, your PMS, and your location.

2.2 Feature Terms. The following Feature Terms are part of this Agreement and apply when you use the corresponding Services:

2.3 Order of Precedence. If the Agreement Documents conflict, the following order controls: (a) the Order Form; (b) the BAA, for any matter concerning PHI; (c) the applicable Feature Terms, for the feature they cover; (d) this Agreement; (e) the Privacy Policy. Where more than one document limits Treat's liability, the terms that limit it more control.

2.4 License. Subject to this Agreement, Treat grants you a limited, non-exclusive, non-transferable, revocable license during the term to access and use the Services for your internal business purposes as a healthcare practice. You may not sublicense, resell, or make the Services available to any third party except your Users.

2.5 Not Professional Advice. The Services, including reports, analytics, benchmarks, recommendations, eligibility and claims tools, and AI outputs, are informational tools. They are not legal, financial, tax, accounting, clinical, medical, billing, coding, or insurance advice, and Treat is not a healthcare provider, clearinghouse of record, or fiduciary. You are solely responsible for every clinical, billing, and business decision you make, including decisions informed by the Services.

3. Third-Party Services and Providers

3.1 Providers. Treat delivers parts of the Services through third-party providers, including telecommunications carriers, payment processors, financing partners, insurance clearinghouses, cloud infrastructure, and AI model providers. Treat's current list of subprocessors that may handle Customer Data is available at https://www.alltreat.io/legal/subprocessors and may change with notice as described in the BAA.

3.2 Provider Agreements. Some providers require you to accept their own terms, including a payment processor's merchant agreement. Where you accept a provider agreement, it governs your relationship with that provider, and it controls over this Agreement as to that provider's services.

3.3 Third-Party Integrations. You may connect the Services to third-party systems that are not Treat's providers, including your PMS, e-mail, calendar, advertising accounts, and webhook endpoints. Treat is not responsible for those systems, their availability, or their handling of your data. Data Treat sends to a third party at your direction is disclosed on your behalf, as described in BAA §3.7.

3.4 No Warranty for Third Parties. TREAT MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY THIRD-PARTY PRODUCT OR SERVICE AND IS NOT LIABLE FOR ANY CLAIM ARISING FROM ONE. YOUR USE OF THIRD-PARTY PRODUCTS AND SERVICES IS AT YOUR OWN RISK.

4. Changes to this Agreement

Treat may update this Agreement and the Agreement Documents by posting a new version with a new "Last updated" date. For material changes, Treat will notify you by e-mail or in the Services at least thirty (30) days before they take effect; changes required by law, or that add a new feature, may take effect on notice. Your continued use of the Services after a change takes effect is acceptance of it. If you do not accept a change, your sole remedy is to terminate under Section 10 before it takes effect.

5. Support and Support Access

5.1 Support. Treat provides support by e-mail, chat, and telephone during its published hours, under its support policies as updated from time to time. Onboarding, training, data migration, and other professional services are provided only as stated in an Order Form and may carry additional fees.

5.2 Support Access to Your Account. To provide support, investigate issues, and secure the Services, you authorize Treat personnel to access your account and Customer Data, including through an administrative view of your practice. Such access is limited to the purpose of the support or security activity, is subject to the BAA, and is logged. You may ask Treat to restrict this access, which may limit the support Treat can provide.

5.3 Remote Access. With your permission, Treat support may use remote-access tools to view or control a workstation to assist you. You may decline and receive alternative assistance. Treat is not liable for loss caused by remote-access tools you authorize.

5.4 Your Cooperation. Treat's performance depends on your timely cooperation and accurate information, including access to your PMS and systems. Treat is not responsible for delays or failures caused by your inaction or by inaccurate information.

6. Customer Data and Data Processing

6.1 Ownership. As between the parties, you own all Customer Data. You grant Treat a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide the Services, perform this Agreement, and as the BAA permits.

6.2 Usage Data. Treat may collect, create, and use Usage Data for any lawful purpose, during and after the term, including to operate, secure, benchmark, and improve the Services and to develop new products. As between the parties, Treat owns all Usage Data. Treat will not disclose Usage Data in a form that identifies you, your Users, or any patient.

6.3 Your Representations. You represent and warrant that: (a) you have the rights, consents, and authority to provide Customer Data to Treat and to have Treat process it as this Agreement describes; (b) Customer Data does not contain malicious code; (c) your collection and use of Customer Data complies with your privacy notices and Applicable Law; and (d) you are solely responsible for the accuracy, quality, and legality of Customer Data and for the consequences of sharing it through the Services.

6.4 Treat's Use and Disclosure. Treat will use Customer Data only to provide the Services and as this Agreement, the BAA, and the Privacy Policy permit. Treat will disclose Customer Data only: at your direction; to subprocessors bound by written confidentiality and data-protection obligations; as Required by Law, in which case Treat will notify you unless prohibited; or as the BAA permits. If Treat receives a third-party demand for Customer Data, it will, where lawful, notify you and direct the requester to you.

6.5 PHI. The BAA governs Treat's handling of PHI and controls over this Section 6 for PHI.

6.6 Subprocessors, Security, and Incidents. Treat may use subprocessors to deliver the Services and maintains a current list at https://www.alltreat.io/legal/subprocessors. Treat maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, and limits access to personnel and subprocessors with a need to know who are bound by confidentiality obligations. Treat will notify you of a security incident affecting your Customer Data as the BAA and Applicable Law require. You are responsible for configuring the Services securely, for your Users' credentials and devices, and for maintaining your own backups of Customer Data outside the Services.

6.7 Data Location. Treat stores and processes Customer Data in the United States. Treat's subprocessors may process Customer Data in other jurisdictions as described in the subprocessor list.

6.8 Individual Requests. You are responsible for responding to requests from patients and other individuals about their personal information, including under HIPAA and state privacy laws. Treat will forward requests it receives to you and will provide reasonable assistance, which may carry additional fees.

6.9 Changes in Privacy Law. If a change in Applicable Law would materially increase Treat's cost or risk in processing Customer Data, Treat may notify you and the parties will negotiate in good faith for thirty (30) days. If they do not reach agreement, either party may terminate the affected Services on thirty (30) days' notice without early-termination fees.

7. Your Obligations

7.1 Accounts and Administrators. You will register accurate account information and keep it current. The first User who registers, and any User you later designate, is an Administrator who may add, remove, and set permissions for other Users. You are responsible for all activity under your account and your Users' credentials, whether or not you authorized it, and for removing access promptly when a User leaves. You will notify Treat immediately of any suspected unauthorized access.

7.2 System Access and the Sync Agent. To provide the Services, Treat may connect to your PMS and other systems ("Systems"), including by software you install on your premises (the "Sync Agent") and through hosted integration partners. You represent and warrant that you have all rights, licenses, consents, and authority necessary for Treat to access your Systems, and you appoint Treat as your agent and attorney-in-fact for the limited purpose of connecting to your Systems and reading and writing data as needed to provide the Services. You authorize Treat to: (a) install, update, and operate the Sync Agent on hardware you designate; (b) retrieve Customer Data from your Systems, including patient, appointment, procedure, insurance, and financial records; (c) write data to your Systems where a feature does so, such as appointments, notes, and confirmations; and (d) take reasonable actions to maintain the connection. Third-party providers of your Systems may rely on this authorization. You are responsible for the security, availability, and configuration of your Systems and of the hardware running the Sync Agent, and for complying with your PMS vendor's license terms. If you do not hold the rights described in this Section, you must disable the integration immediately. TREAT IS NOT LIABLE FOR ANY LOSS ARISING FROM ACCESS TO YOUR SYSTEMS THAT YOU AUTHORIZED, INCLUDING DATA WRITTEN TO YOUR PMS AT YOUR DIRECTION OR BY A FEATURE YOU ENABLED.

7.3 Compliance with Laws. You are solely responsible for using the Services in compliance with Applicable Law, including HIPAA, the TCPA, the CAN-SPAM Act, state telemarketing, call-recording, and privacy laws, state surcharge laws, professional licensing and advertising rules, and laws governing the offering of financing. You will not use the Services in a way that requires Treat to hold a license, registration, or certification it does not hold.

7.4 Consents. You will obtain and document every consent Applicable Law requires before contacting a patient or other person through the Services, as the Communications & Messaging Terms describe, and every authorization required before disclosing PHI to a third party through the Services.

7.5 Equipment and Connectivity. You are responsible for the devices, browsers, network, and internet connectivity needed to use the Services, meeting Treat's published minimum specifications. Treat is not responsible for reduced functionality when those specifications are not met.

7.6 Restrictions. You will not, and will not permit anyone to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer or attempt to extract source code, models, or prompts; (c) access the Services to build a competing product, or benchmark them for publication; (d) use automated means to scrape or bulk-export data other than through features Treat provides for that purpose; (e) interfere with the Services' security or integrity; (f) upload malicious code; (g) use the Services for any purpose other than operating your practice; (h) share credentials or allow use by anyone who is not a User; or (i) use the Services in violation of Applicable Law or another person's rights.

7.7 Suspension. Treat may suspend your access to all or part of the Services immediately, without liability, if Treat reasonably believes that: your use violates this Agreement or Applicable Law; your account shows usage materially outside normal patterns; your use is disruptive or harmful to Treat, its providers, or others; amounts you owe are past due; or your account has been compromised. Treat will notify you of a suspension and restore access when the cause is resolved. Fees continue to accrue during a suspension caused by you.

8. Ownership and Proprietary Rights

8.1 Treat Materials. Treat and its licensors own the Services and everything in them other than Customer Data, including software, models, prompts, interfaces, designs, documentation, templates, benchmarks, and Usage Data ("Treat Materials"), and all intellectual property rights in them. This Agreement grants no rights in Treat Materials except the license in Section 2.4. Treat's names, logos, and marks are Treat's trademarks.

8.2 Feedback. If you provide suggestions or feedback about the Services, Treat may use them without restriction or compensation, and you assign to Treat all rights in them. Treat has no obligation to act on feedback.

8.3 Pre-release Features. Treat may offer features labeled beta, preview, early access, or similar ("Pre-release Features"). They are provided for evaluation, may be changed or withdrawn at any time, may not work as intended, and are provided AS IS without warranty or support commitment. You will not publicly disclose information about Pre-release Features.

9. Fees and Payment

9.1 Fees. You will pay the fees stated in your Order Form. Fees for a fixed term are payable for the full term regardless of use. Unless the Order Form says otherwise, fees are stated and payable in U.S. dollars.

9.2 When Fees Start. Subscription fees begin on the earlier of the date stated in the Order Form or the date the Services are made available to you, whether or not you have completed onboarding or configured your PMS integration, unless the Order Form states a different start.

9.3 Price Changes. Treat may increase subscription fees by up to 10% per year on renewal, and by more with at least sixty (60) days' notice before the renewal date. Usage-based fees, pass-through fees, and third-party fees may change at any time to reflect changes in Treat's costs.

9.4 Automatic Renewal. Subscriptions renew automatically. A month-to-month subscription renews each month until cancelled under Section 9.9. A fixed-term subscription renews for successive terms of the same length unless either party gives written notice of non-renewal at least sixty (60) days before the end of the current term. You authorize Treat to charge your payment method for each renewal without further notice, except where Applicable Law requires notice.

9.5 Usage and Pass-through Fees. In addition to subscription fees, you are responsible for usage-based charges (including per-message, per-minute, international, and carrier fees), payment-processing fees, financing-partner fees, clearinghouse fees, printing and mailing fees, equipment fees, and any fee a third party charges Treat for your account.

9.6 Taxes. Fees exclude taxes. You are responsible for all sales, use, excise, value-added, telecommunications, and similar taxes, surcharges, and regulatory fees, other than taxes on Treat's income. Treat will add applicable taxes to your invoice.

9.7 Payment Method. You will provide a valid credit card or ACH authorization and keep it current. You authorize Treat and its payment processor to charge it for all amounts due. If a charge fails, Treat may retry it and may collect by other means.

9.8 Late Payment. Amounts not paid when due accrue interest at 1.5% per month or the maximum rate Applicable Law allows, whichever is less, plus reasonable collection costs including attorneys' fees. Treat may suspend the Services for accounts more than fifteen (15) days past due, without notice, regardless of amount. You must dispute an invoice in writing within thirty (30) days of its date or it is deemed accepted.

9.9 Cancellation. You may cancel a month-to-month subscription with at least thirty (30) days' written notice before the next billing date. A fixed-term subscription cannot be cancelled before the end of its term, and all fees for the remainder of the term are due on early termination. Cancellation takes effect only after all phone numbers are ported away or released; subscription fees continue while any number remains on your account. Fees are non-refundable, and no credits are given for partial periods, except as this Agreement expressly provides or Applicable Law requires.

10. Term and Termination

10.1 Term. This Agreement begins when you first accept it and continues until every Order Form has expired or been terminated and your account is closed. Each Order Form has the term it states.

10.2 Termination for Convenience. Either party may terminate a month-to-month subscription under Section 9.9. Fixed-term Order Forms may not be terminated for convenience.

10.3 Termination for Cause. Either party may terminate this Agreement or any Order Form on thirty (30) days' written notice if the other party materially breaches it and fails to cure within that period, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding. Non-payment is a material breach. If Treat materially breaches the BAA and does not cure within thirty (30) days, you may terminate the affected Order Forms without early-termination fees.

10.4 Effect of Termination. On termination or expiration: your license ends and you and your Users will stop using the Services; each party will stop using the other's marks; all fees owed become due within thirty (30) days; and fixed-term fees remaining under Section 9.9 become due. Treat may retain Customer Data as the BAA and Section 10.5 provide.

10.5 Data Export and Return. For thirty (30) days after termination, on written request and provided all fees are paid, Treat will make your Customer Data available for export in a commonly used electronic format; assistance beyond self-service export may carry fees. After that period Treat may delete Customer Data, subject to the BAA, its retention obligations under Applicable Law, and routine backup cycles. Usage Data is not returned or deleted.

10.6 Survival. Sections 1, 2.3, 2.5, 3.4, 6.2, 6.3, 8, 9 (as to amounts owed), 10.4–10.6, 11, 12, 13, 14, 15, and 16 survive termination, together with any provision that by its nature should survive.

11. Confidentiality

11.1 Confidential Information. "Confidential Information" means non-public information a party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including Treat Materials, pricing, security information, and Customer Data. It excludes information that is or becomes public through no fault of the recipient, that the recipient already knew without restriction, that the recipient independently develops, or that the recipient lawfully receives from a third party without restriction.

11.2 Obligations. The recipient will use Confidential Information only to perform this Agreement, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will disclose it only to employees, contractors, advisors, and subprocessors who need to know it and are bound by confidentiality obligations at least as protective. The recipient may disclose Confidential Information when required by law or legal process, after giving the discloser notice and reasonable cooperation where lawful.

11.3 Return. On request after termination, each party will return or destroy the other's Confidential Information, except copies in routine backups and copies retained as required by law or the BAA, which remain subject to this Section.

11.4 Equitable Relief. A breach of this Section, of Section 7.6, or of a party's intellectual property rights may cause irreparable harm for which damages are inadequate, and the injured party may seek injunctive or other equitable relief without posting bond, in addition to any other remedy.

12. Warranties and Disclaimer

12.1 Mutual. Each party represents that it has the authority to enter into this Agreement and that doing so does not violate any other agreement it is bound by.

12.2 Treat. Treat represents that it has the rights necessary to grant the license in Section 2.4.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, TREAT MATERIALS, SUPPLIED EQUIPMENT, THIRD-PARTY SERVICES, AND ALL OUTPUTS ARE PROVIDED "AS IS," "WHERE IS," AND "AS AVAILABLE." TREAT AND ITS LICENSORS, PROVIDERS, AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TREAT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DATA WILL NOT BE LOST OR CORRUPTED; THAT ANY OUTPUT, REPORT, ELIGIBILITY RESULT, OR RECOMMENDATION IS ACCURATE OR COMPLETE; THAT ANY MESSAGE OR CALL WILL BE DELIVERED; OR THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ANY LAW OR SATISFY ANY OBLIGATION YOU HAVE, INCLUDING UNDER HIPAA. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS OF CUSTOMER DATA.

13. Limitation of Liability

13.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TREAT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, PROVIDERS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TREAT AND THE PARTIES IDENTIFIED IN SECTION 13.1, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE AGREEMENT DOCUMENTS (INCLUDING THE BAA), AND THE SERVICES, COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TREAT FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) $10,000. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS, INCLUDING CLAIMS RELATING TO SECURITY INCIDENTS, BREACHES, DATA LOSS, AND THIRD-PARTY SERVICES, AND IS NOT INCREASED BY MULTIPLE CLAIMS OR ORDER FORMS.

13.3 Exceptions. Sections 13.1 and 13.2 do not limit your payment obligations or your indemnification obligations, and do not limit either party's liability for fraud or willful misconduct, or any liability that cannot be limited under Applicable Law.

13.4 Allocation of Risk. You acknowledge that Treat set its fees and entered this Agreement in reliance on the disclaimers and limitations in Sections 12 and 13, that they reflect a reasonable allocation of risk, and that they are an essential basis of the bargain.

14. Indemnification

14.1 By You. You will defend, indemnify, and hold harmless Treat and its affiliates, officers, directors, employees, contractors, licensors, and providers from all claims, demands, suits, losses, damages, fines, penalties, statutory damages, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your or your Users' breach of this Agreement or violation of Applicable Law; (b) Customer Data, including any claim that it was collected, used, or disclosed without required consent or authorization; (c) communications sent, payments processed, or actions taken through your account or at your direction; (d) your Systems, credentials, devices, and configurations, and Treat's authorized access to your Systems; (e) your clinical, billing, coding, and business decisions, including decisions informed by the Services; and (f) any dispute between you and a patient, payer, employee, or other third party.

14.2 By Treat. Treat will defend you against a third-party claim that the Services, as provided by Treat and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and will pay damages finally awarded or agreed in settlement. Treat has no obligation for claims arising from Customer Data, third-party services, your Systems, combinations with products Treat did not supply, modifications not made by Treat, use after Treat has offered a non-infringing alternative, or Pre-release Features. If the Services are or may be found infringing, Treat may modify or replace them, procure the right for you to continue using them, or terminate the affected Services and refund prepaid fees for the unused portion. This Section states Treat's entire liability, and your exclusive remedy, for infringement.

14.3 Procedure. The indemnified party will give prompt notice of a claim (delay relieves the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle a claim in a way that admits fault by, or imposes obligations on, the indemnified party without its written consent, not to be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

15. Governing Law, Arbitration, and Class Action Waiver

15.1 Governing Law. This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-laws principles, and by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal Resolution. Before starting arbitration or litigation, a party will send written notice of the dispute to the other (to Treat at legal@alltreat.io) describing the claim and the relief sought, and the parties will try in good faith to resolve it for sixty (60) days.

15.3 Arbitration. READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES AND LIMITS THE WAYS YOU CAN SEEK RELIEF. Except as Section 15.5 provides, any dispute, claim, or controversy arising out of or relating to this Agreement, the Agreement Documents, or the Services, including its formation, interpretation, or enforceability (a "Claim"), that is not resolved under Section 15.2 will be resolved by binding arbitration administered by JAMS under its rules for expedited commercial arbitration then in effect, before a single arbitrator, in Utah County, Utah, unless the parties agree otherwise. The arbitrator will apply this Agreement and the governing law, may award any relief a court could award to an individual party, and will issue a reasoned written decision. Each party bears its own attorneys' fees and its share of the arbitration fees, except that the arbitrator may award fees and costs to the prevailing party where Applicable Law or this Agreement provides. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, not a court, decides questions of arbitrability.

15.4 Class Action and Jury Waiver. ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTY OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If the class waiver is found unenforceable as to a Claim, that Claim will proceed in court under Section 15.5 and not in arbitration.

15.5 Exceptions. Either party may seek injunctive or other equitable relief in court to protect its intellectual property, Confidential Information, or the security of the Services, and Treat may bring an action to collect unpaid fees in court. For those actions, and for any action to compel arbitration or enforce an award, the parties consent to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah and waive any objection to venue.

15.6 Time Limit. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED.

16. General

16.1 Notices. Treat may give you notice by e-mail to the address on your account or Order Form, through the Services, or by mail, and notice is effective when sent. You will give Treat notice in writing by e-mail to legal@alltreat.io with a copy by certified mail or courier to Treat Technologies LLC, 1657 N State St, Lehi, UT 84043, effective on receipt. Notices are in English.

16.2 Publicity. Treat may identify you as a customer by name and logo in customer lists and marketing materials unless you notify Treat in writing that you decline. Any other publicity requires the other party's consent.

16.3 Supplied Equipment. Equipment Treat supplies is governed by the Order Form and, for payment terminals, the Payments Terms. Unless purchased, equipment remains Treat's property and must be returned in working condition within ten (10) business days after termination, or you will pay the replacement cost.

16.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labor disputes, governmental action, utility or internet failures, carrier or provider outages, and denial-of-service attacks, except for payment obligations.

16.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency (except the limited agency in Section 7.2), franchise, or employment relationship.

16.6 No Third-Party Beneficiaries. This Agreement benefits only the parties and the indemnified parties named in Section 14. No patient, User, or other person has any right under it.

16.7 Assignment. You may not assign or transfer this Agreement or any Order Form, by operation of law, change of control, or otherwise, without Treat's prior written consent, and any attempt is void. Treat may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or the business to which this Agreement relates.

16.8 Export and Location. The Services are operated from the United States and are intended for practices located in the United States. You will comply with U.S. export laws and will not use the Services from or for any embargoed country or prohibited person. Treat may suspend access it reasonably believes originates outside the United States.

16.9 Waiver; Severability. A waiver is effective only if in writing and signed by the waiving party, and a failure to enforce is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect.

16.10 Entire Agreement; Order of Precedence; Amendment. This Agreement, the Agreement Documents, and each Order Form are the entire agreement between the parties about their subject and supersede all prior and contemporaneous agreements, proposals, and representations. Terms in your purchase order or other business form do not apply. Except as Section 4 provides, this Agreement may be amended only in a writing signed by both parties; an Order Form may vary this Agreement only where it expressly identifies the section it varies.

16.11 Electronic Acceptance; Counterparts. This Agreement and any Order Form may be accepted electronically, and electronic acceptance has the same effect as a handwritten signature. Order Forms may be signed in counterparts.

16.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of strict construction applies against the drafter.

16.13 Contact. Questions about this Agreement: legal@alltreat.io. General inquiries: hello@alltreat.io.