Run your care business — clients, claims, and billing in one place.

1. ZEUMATIC Platform

2. License and Authorized Use

Subject to the Client's active subscription and compliance with these Terms, Zeumatic grants the Client and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use ZEUMATIC solely for the Client's legitimate internal business purposes. No ownership interest in ZEUMATIC is transferred.

Each User may access only the accounts, records, functions, and data the User is authorized to access. Users may not share credentials, impersonate another user, or permit unauthorized persons to access the Platform.

3. Sensitive Data, PII and Protected Health Information

Client and Users must access and use such information only for lawful, authorized, minimum-necessary business purposes. Accessing patient or Client information out of curiosity, for personal reasons, or outside an assigned job function is prohibited.

4. HIPAA and Business Associate Agreement

If Zeumatic creates, receives, maintains, or transmits PHI on behalf of a HIPAA covered entity or business associate, the applicable Client must have a Business Associate Agreement ("BAA") with Zeumatic before using ZEUMATIC for PHI. The BAA is incorporated by reference where applicable. If these Terms conflict with the BAA regarding PHI, the BAA controls with respect to that PHI.

Client remains responsible for determining whether it is a covered entity, business associate, Medicaid provider, or otherwise subject to HIPAA or other healthcare privacy requirements, and for ensuring that its own workforce complies with applicable law.

5. Client Data Ownership and Responsibility

As between Zeumatic and Client, Client retains ownership of Client data submitted to or processed through ZEUMATIC. Client is responsible for the legality, accuracy, completeness, and authorization of Client data and for obtaining all consents, authorizations, notices, and rights required to collect, use, disclose, transmit, and process that data.

Client authorizes Zeumatic to host, process, transmit, reproduce, back up, restore, and otherwise use Client data as reasonably necessary to provide, secure, support, maintain, troubleshoot, improve, and administer the Platform, subject to applicable law, the BAA, and the Client's contractual arrangements with Zeumatic.

6. Support, Maintenance and Authorized Account/Session Access

Client and each User expressly authorize Zeumatic and its authorized workforce members and approved service providers, when reasonably necessary, to access the Client's ZEUMATIC environment, user account, administrative console, active or historical session information, system configuration, logs, transaction history, claims information, billing records, CRM records, documents, and other Client data, including PHI and PII, for legitimate support and operational purposes.

Zeumatic will limit such access to authorized personnel with a legitimate need for access and, where PHI is involved, will handle PHI in accordance with the applicable BAA and law. Zeumatic may maintain audit logs of administrative and support access.

Where reasonably practicable, Zeumatic may notify or request confirmation from the Client before accessing an active User session. Prior confirmation is not required when access is reasonably necessary to protect system or data security, investigate suspected unauthorized activity, prevent data loss, restore service, perform emergency maintenance, deploy critical security fixes, comply with law, or protect Zeumatic, the Client, other customers, or affected individuals.

7. Remote Support Consent

If Client or User requests or accepts remote support, Client and User authorize Zeumatic support personnel to view and, where enabled, temporarily control the applicable browser session, ZEUMATIC session, or computer session solely to provide the requested support. The User should close unrelated applications or information not relevant to the support request before remote access begins.

Remote support access will be limited to the time reasonably necessary to investigate or resolve the issue. Zeumatic may record the support ticket number, date and time, authorized support person, duration, and material administrative actions performed.

8. Software Updates, Patches and Platform Changes

Client authorizes Zeumatic to install, deploy, modify, patch, update, upgrade, replace, or maintain ZEUMATIC and its components without obtaining separate approval for each update. Updates may be required for security, legal or regulatory compliance, payer or clearinghouse requirements, interoperability, bug fixes, performance, product improvement, third-party compatibility, or continued operation.

Updates may modify the Platform's appearance, workflows, functionality, technical operation, or integrations. Zeumatic will use commercially reasonable efforts to provide advance notice of planned changes that materially reduce core paid functionality when practicable, but may deploy urgent security, compliance, or reliability changes without advance notice.

9. User Security Responsibilities

10. Medicaid, Claims and Billing Responsibility

Zeumatic does not guarantee acceptance, adjudication, reimbursement, or payment of any claim.

11. Electronic Transactions and Acknowledgments

Client is responsible for reviewing acknowledgments, rejections, claim-status information, denials, remittance information, and other payer responses and for timely correcting or resubmitting claims when appropriate.

12. Artificial Intelligence Features

AI-generated outputs are assistive only and may contain errors, omissions, or inaccurate information. Client and Users are responsible for human review and validation before relying on AI output for claims, billing, clinical, financial, legal, compliance, or other material decisions. ZEUMATIC is not a substitute for professional judgment.

13. Third-Party Services and Integrations

Zeumatic is not responsible for failures, delays, rejections, outages, data errors, or changes caused solely by third parties outside Zeumatic's reasonable control. Client may be subject to separate third-party terms, fees, and enrollment requirements.

14. Audit Logs, Monitoring and Security Review

For security, compliance, support, fraud prevention, and operational purposes, Zeumatic may log and review activity including user identity, login events, date and time, IP address or device information, records viewed or changed, claims submitted, exports, configuration changes, administrative access, and other system events.

Users should have no expectation that activity performed within ZEUMATIC is anonymous. Zeumatic may use logs to investigate suspected misuse, security events, or compliance issues.

15. Privacy and Security Safeguards

Zeumatic will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Client data and, where applicable, electronic PHI. No internet-based system is completely secure, and Zeumatic does not guarantee absolute security.

Client is responsible for the security of its own networks, devices, endpoints, workforce practices, local storage, credentials, and environments outside Zeumatic's control.

16. Security Incident Reporting

Client and Users must promptly report suspected unauthorized access, lost or stolen devices containing ZEUMATIC information, improper disclosure of PHI or PII, malware, ransomware, credential compromise, suspicious activity, or other security incidents to Zeumatic at security@zeumatic.com. Zeumatic will respond in accordance with applicable contractual and legal obligations.

17. De-Identified and Aggregated Information

To the extent permitted by law, the applicable BAA, and Client agreement, Zeumatic may create and use data that has been properly de-identified or aggregated so that it no longer identifies an individual or Client for product analytics, security, performance measurement, benchmarking, research, and product improvement. Zeumatic will not treat identifiable PHI as de-identified unless applicable de-identification requirements are satisfied.

18. Intellectual Property

19. Feedback

If Client or a User voluntarily provides suggestions, ideas, enhancement requests, recommendations, or feedback regarding ZEUMATIC, Zeumatic may use that feedback without restriction or compensation, provided this does not transfer ownership of Client data or PHI.

20. Acceptable Use and Prohibited Conduct

21. Service Availability and Maintenance

Zeumatic will use commercially reasonable efforts to maintain Platform availability. ZEUMATIC may be unavailable due to scheduled or emergency maintenance, software updates, third-party outages, internet or telecommunications failures, power failures, cybersecurity events, force majeure, government or payer outages, or circumstances outside Zeumatic's reasonable control.

Unless a separate Service Level Agreement states otherwise, uninterrupted or error-free availability is not guaranteed.

22. Suspension and Termination of Access

Zeumatic may suspend or restrict access when reasonably necessary due to nonpayment, material breach, suspected fraud, security threats, illegal activity, unauthorized access, risk to the Platform or other customers, legal or governmental requirements, or emergency circumstances. Where reasonably practicable, Zeumatic will provide notice and an opportunity to cure.

Client may disable a User at any time. A User whose authority ends must immediately stop accessing ZEUMATIC. Data return, export, retention, and deletion at the end of the Client relationship are governed by the Client agreement, applicable BAA, law, and Zeumatic's retention procedures.

23. Confidentiality

Client and Users must protect Zeumatic confidential information, including non-public product information, security information, pricing, technical documentation, and proprietary methods. Zeumatic will protect Client confidential information in accordance with applicable agreements and law.

24. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEUMATIC IS PROVIDED "AS IS" AND "AS AVAILABLE." ZEUMATIC DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT LEGALLY BE DISCLAIMED.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEUMATIC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO ZEUMATIC.

EXCEPT FOR LIABILITY THAT CANNOT LEGALLY BE LIMITED AND SUBJECT TO ANY DIFFERENT CAP EXPRESSLY STATED IN A SIGNED CLIENT AGREEMENT, ZEUMATIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY THE APPLICABLE CLIENT TO ZEUMATIC DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

26. Client Indemnification

To the extent permitted by law and subject to any governing Client agreement, Client will defend, indemnify, and hold harmless Zeumatic and its affiliates, officers, directors, employees, and agents from third-party claims, damages, liabilities, penalties, and reasonable costs arising from Client's or its Users' unlawful use of ZEUMATIC, fraudulent or inaccurate claims, unauthorized access caused by Client or Users, Client-supplied data, violation of healthcare or privacy law, infringement of third-party rights, or material breach of these Terms.

27. Electronic Records and Acceptance

Client and User agree that electronic agreements, notices, disclosures, records, and signatures may be used in connection with ZEUMATIC. Clicking "I AGREE & CONTINUE" constitutes an electronic signature and affirmative acceptance of the version of these Terms presented at that time.

Zeumatic may retain evidence of acceptance, including the User's name, organization, account identifier, email, Terms version, date and time, IP address or device information, and acceptance event.

28. Changes to These Terms

Zeumatic may update these Terms from time to time. When changes are material, Zeumatic may provide notice through the Platform, by email, or by another reasonable method and may require renewed affirmative acceptance before continued use. Continued use after an effective date constitutes acceptance where legally permitted.

29. Governing Law and Dispute Terms

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles, except where federal law or another mandatory law applies. Any dispute-resolution provisions contained in a separately signed Client agreement control over inconsistent provisions in these Terms.

30. Order of Precedence

These Terms supplement any Master Subscription Agreement, order form, BAA, Data Processing Addendum, Service Level Agreement, or other written agreement between Zeumatic and Client. If there is a conflict: (a) the BAA controls for PHI; (b) a signed Client agreement or order form controls for commercial terms expressly addressed there; and (c) these Terms control the individual User's platform access and conduct.

31. Contact Information

Zeumatic LLC — 2514 Hollywood Blvd., Suite 508, Hollywood, Florida 33020

General Support: contact@zeumatic.com · Privacy & HIPAA Matters: privacy@zeumatic.com · Security Incidents & Suspected Data Breaches: security@zeumatic.com

First-login acceptance

• I have read and agree to the ZEUMATIC SaaS Platform User Terms and Conditions and Privacy Policy.
• I am authorized to access ZEUMATIC for the organization associated with my account and will use patient, Medicaid, PHI, PII, billing, and other sensitive data only for authorized purposes.
• I understand that my activity may be logged and audited for security, compliance, support, and operational purposes.
• I authorize Zeumatic's authorized support personnel to access my ZEUMATIC account, session, configuration, logs, records, and Client data, including PHI and PII when reasonably necessary for support, troubleshooting, maintenance, security, implementation, software updates, upgrades, data restoration, or related services, subject to applicable privacy and HIPAA requirements.
• If I request or accept remote support, I authorize Zeumatic personnel to view and, where enabled, temporarily control the applicable ZEUMATIC or computer session for the duration reasonably necessary to provide support.
• I understand that ZEUMATIC may automatically deploy software updates, patches, security fixes, and platform changes without separate approval for each update.
• I consent to electronic records and electronic signatures.