1. ZEUMATIC Services

ZEUMATIC is a Software-as-a-Service platform that may provide customer relationship management, patient/client management, billing and invoicing, Medicaid and other healthcare claims preparation and submission, eligibility-related workflows, payment and remittance tracking, document management, scheduling, routing, reporting, analytics, workflow automation, electronic data interchange, artificial-intelligence-assisted functionality, and integrations with payers, clearinghouses, payment processors, communications providers, cloud services, and other third-party systems. Functionality depends on the Client's subscription, configuration, payer enrollment, and integrations.

2. License and Authorized Use

Subject to payment of applicable fees and compliance with these Terms, Zeumatic grants Client and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for Client's legitimate internal business purposes. Users may access only records and functions they are authorized to access and may not share credentials, impersonate another person, or permit unauthorized access.

3. Sensitive Information, PHI and PII

The Platform may create, receive, maintain, process, or transmit sensitive data including patient identifiers, Medicaid information, insurance information, health information, billing records, claims data, Protected Health Information ("PHI"), electronic PHI ("ePHI"), Personally Identifiable Information ("PII"), and confidential business information. Client and Users must use such information only for lawful, authorized, minimum-necessary purposes.

4. HIPAA and Business Associate Agreement

Where Zeumatic creates, receives, maintains, or transmits PHI on behalf of a HIPAA covered entity or business associate, Client and Zeumatic must operate under the ZEUMATIC Business Associate Agreement ("BAA"). The BAA is incorporated into the parties' relationship where applicable. If these Terms conflict with the BAA regarding PHI, the BAA controls.

5. Client Data and Client Responsibilities

As between Zeumatic and Client, Client retains ownership of Client data. Client is responsible for the legality, accuracy, completeness, and authorization of data submitted to the Platform and for obtaining all required consents, authorizations, notices, payer permissions, and legal rights necessary for its collection, use, disclosure, transmission, and processing. Client is responsible for creating and maintaining appropriate User roles and terminating access promptly when no longer authorized.

6. Authorization for Support, Maintenance and Session Access

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

Where reasonably practicable, Zeumatic may request confirmation before entering an active User session. Prior confirmation is not required when access is reasonably necessary to protect security, investigate suspected unauthorized activity, prevent data loss, restore service, deploy urgent security fixes, perform emergency maintenance, or comply with law.

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 for the time reasonably necessary to provide support. The User should close unrelated applications or information before remote support begins. Zeumatic may log the support ticket, support person, date/time, duration, and material administrative actions.

8. Software Updates and Platform Changes

Client authorizes Zeumatic to install, deploy, modify, patch, update, upgrade, replace, or maintain the Platform and its components without obtaining separate approval for each update. Updates may be required for security, compliance, payer or clearinghouse requirements, interoperability, bug fixes, performance, third-party compatibility, or continued operation. Zeumatic may deploy urgent security, compliance, or reliability changes without advance notice.

9. User Security Responsibilities

10. Medicaid, Claims and Billing

ZEUMATIC may facilitate preparation, submission, transmission, tracking, correction, and management of Medicaid and other healthcare claims. Zeumatic is a technology provider and does not independently determine whether a service is medically necessary, covered, authorized, correctly coded, payable, or eligible for reimbursement. Client is solely responsible for eligibility, authorizations, provider enrollment, coding, dates, units, rates, timely filing, supporting documentation, and the accuracy and legality of each claim. Zeumatic does not guarantee acceptance, adjudication, reimbursement, or payment.

11. Electronic Transactions and Acknowledgments

The Platform may transmit or receive healthcare EDI transactions through clearinghouses, Medicaid systems, payers, APIs, or other networks, including 837 claims, TA1 acknowledgments, 999 implementation acknowledgments, 277CA claim acknowledgments, 835 electronic remittance advice, eligibility transactions, and other payer transactions. An accepted transmission or acknowledgment does not constitute final adjudication or payment. Client is responsible for reviewing acknowledgments, rejections, denials, remittance information, and payer responses and for timely corrections or resubmissions.

12. Artificial Intelligence

ZEUMATIC may use artificial intelligence, machine learning, automation, or generative AI to assist with workflow, summaries, analytics, predictions, recommendations, data review, coding or billing support, customer relationship functions, and other operational tasks. AI output is assistive only, may contain errors or omissions, and must be reviewed by an appropriate human before being relied upon for claims, billing, clinical, financial, legal, compliance, or other material decisions.

13. Third-Party Services and Subprocessors

ZEUMATIC may rely on third-party service providers and integrations, including cloud hosting, clearinghouses, payers, government systems, payment processors, communications providers, mapping providers, AI or data-processing providers, and APIs. Zeumatic is not responsible for failures, delays, outages, rejections, or data errors caused solely by third parties outside Zeumatic's reasonable control. Where a third party handles PHI on Zeumatic's behalf, Zeumatic will require appropriate contractual safeguards as required by applicable law.

14. Audit Logs and Monitoring

For security, compliance, support, fraud prevention, and operations, Zeumatic may record and review user identity, login events, timestamps, IP address or device information, records viewed or changed, claims submitted, exports, configuration changes, administrative access, and other Platform activity. Users should have no expectation that activity within the Platform is anonymous.

15. Privacy and Security Safeguards

Zeumatic will maintain reasonable administrative, physical, technical, and organizational safeguards designed to protect Client data and ePHI. No internet-based system is completely secure. Client remains responsible for its networks, endpoints, devices, 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 data, improper disclosure of PHI/PII, malware, ransomware, credential compromise, suspicious activity, or other security incidents to security@zeumatic.com.

17. De-Identified and Aggregated Information

To the extent permitted by law, the applicable BAA, and Client agreement, Zeumatic may create and use properly de-identified or aggregated information 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

ZEUMATIC and all related software, code, architecture, workflows, interfaces, algorithms, AI functionality, models, databases, documentation, designs, APIs, trademarks, logos, improvements, and other technology are owned by Zeumatic or its licensors. No ownership rights are transferred to Client or Users.

19. Prohibited Conduct

20. Service Availability, Suspension and Termination

Zeumatic will use commercially reasonable efforts to maintain Platform availability, but access may be interrupted for maintenance, updates, third-party outages, cybersecurity events, internet or power failures, government/payer outages, or events beyond reasonable control. Zeumatic may suspend access for nonpayment, material breach, fraud, security threats, illegal activity, unauthorized access, legal requirements, or emergencies. Where reasonably practicable, Zeumatic will provide notice and an opportunity to cure.

21. Confidentiality

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

22. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM 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.

ZEUMATIC DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; THAT EVERY DEFECT WILL BE CORRECTED; THAT THIRD-PARTY DATA OR AI OUTPUT WILL ALWAYS BE ACCURATE; THAT ANY CLAIM WILL BE ACCEPTED OR PAID; OR THAT USE OF ZEUMATIC ALONE WILL ENSURE COMPLIANCE WITH LAW, PAYER RULES, OR CLIENT CONTRACTS.

23. 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. EXCEPT FOR LIABILITY THAT CANNOT LEGALLY BE LIMITED AND SUBJECT TO ANY DIFFERENT CAP IN A SIGNED CLIENT AGREEMENT, ZEUMATIC'S TOTAL AGGREGATE LIABILITY 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.

24. 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 arising from Client's or its Users' unlawful use of the Platform, fraudulent or inaccurate claims, unauthorized access caused by Client or Users, Client-supplied data, violation of healthcare/privacy law, infringement of third-party rights, or material breach of these Terms.

25. Electronic Records and Acceptance

Client and User consent to electronic agreements, notices, disclosures, records, and signatures. Clicking "I AGREE & CONTINUE" constitutes an electronic signature. Zeumatic may retain the User's name, organization, account identifier, email, agreement version, date/time, IP address or device information, and acceptance event as evidence of agreement.

26. Changes to Terms

Zeumatic may update these Terms. Material changes may be presented through the Platform or by email and may require renewed affirmative acceptance before continued use.

27. Governing Law and Order of Precedence

These Terms are governed by Florida law, except where federal law or another mandatory law applies. A signed Client master subscription agreement or order form controls conflicting commercial terms, and the BAA controls any conflict relating to PHI.

28. Contact Information

First-login acceptance

By checking the boxes below and clicking I AGREE & CONTINUE, I acknowledge and agree that:

• I have read and agree to the ZEUMATIC Terms and Conditions and Privacy Policy.
• I will access patient, Medicaid, PHI, PII, billing, and other sensitive data only for authorized purposes.
• I understand that my Platform activity may be logged and audited.
• I expressly 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, implementation, security, software updates, upgrades, restoration, or related services, subject to applicable law and the BAA.
• If I request or accept remote support, I authorize Zeumatic personnel to view and, where enabled, temporarily control the relevant session for the time 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.