Master Terms

1.1 Structure. These Master Terms apply to every Order Form between AEVA Digital Inc. ("AEVA") and the customer named on that Order Form ("Client"). The Order Form, these Master Terms, any Business Associate Agreement ("BAA"), the Service Descriptions, and any service terms in Sections 12 and 13 that the Order Form selects together form one agreement (the "Agreement"). Each Statement of Work and change order references an Order Form and, once confirmed under Section 3, becomes part of it.

1.2 Order of precedence. If documents conflict, a change order controls over the document it changes, then the Order Form, then the BAA (for Protected Health Information), then the Service Descriptions, then these Master Terms. A Statement of Work controls over the Order Form only for the deliverables, milestones, and acceptance criteria of the project it describes.

1.3 Version. Each Order Form is governed by the version of these Master Terms it references. AEVA may publish new versions for new Order Forms. A new version applies to an existing Client only at renewal, and only if AEVA gives Client at least thirty (30) days' written notice before the renewal date.

Services

The services listed on the Order Form, as described in the Service Descriptions, plus any Statement of Work, add-on Order Form, or change order.

Platform

AEVA's proprietary software, including its CRM, automations, landing pages, dashboards, communications tools, templates, workflows, and methods.

Commencement Date

The date stated on the Order Form. If the Order Form states none, it is the date AEVA first provisions Client's Platform access credentials.

Term

The initial term and any renewal term stated on the Order Form.

Client Data

Data Client or its patients submit to the Platform.

PHI

Protected Health Information as defined under HIPAA.

Deliverable

Any draft, design, page, campaign, or other work product AEVA makes available to Client.

Service Descriptions

AEVA's published descriptions of what each standard service includes, in the version the Order Form identifies.

Statement of Work (SOW)

A document signed by both parties that orders custom work not covered by the Service Descriptions.

Authorized Approver

An individual Client names under Section 3.2 to give approvals on Client's behalf.

3.1 Performance. AEVA will perform the Services in a professional manner consistent with industry standards. AEVA may adjust methods and sub-tasks in Client's interest and will tell Client in writing about any significant change to a Deliverable. AEVA may use subcontractors and remains responsible for their work.

3.2 Client responsibilities and Authorized Approvers. Client will provide the information, access, and approvals AEVA reasonably needs, on time. Client will designate a representative to work with AEVA, is responsible for the accuracy and lawful use of everything it submits, and will obtain all permissions and consents the Services require. Client will name one or more Authorized Approvers in writing and keep that list current. AEVA may rely on any approval given by an Authorized Approver.

3.3 Service Descriptions. The Service Descriptions define what each service listed on the Order Form includes. The version the Order Form identifies applies for the Term. AEVA may update the Service Descriptions for new Order Forms, and for an existing Client only at renewal on the notice Section 1.3 requires. Work not described in the Order Form, the Service Descriptions, or an SOW is outside the Services.

3.4 Statements of Work. Custom work that the Service Descriptions do not cover may be ordered by an SOW. Each SOW states the project's deliverables, milestones, acceptance criteria, timeline, and fees, and takes effect when signed by both parties. A milestone is accepted when it materially meets the SOW's acceptance criteria. Section 3.6 applies to anything the SOW does not address. SOW fees are due as the SOW states, and Section 4 otherwise applies.

3.5 Approval before launch. AEVA will not publish a new landing page, or launch a new advertising campaign, creative, or offer, until an Authorized Approver approves it. Approval may be given through AEVA's client portal (such as completing an approval task), by electronic signature, or by an email that expressly approves the item, and each is binding. AEVA may withhold launch of material it reasonably believes violates law, advertising platform policy, or professional licensing rules until it is corrected. If Client takes longer than five (5) business days to respond to a review request, launch dates move by the added time. Fees are not reduced or deferred because of Client review timing.

3.6 Deliverables and revisions. A Deliverable is accepted unless Client sends a written list of specific, good-faith material defects within seven (7) business days. Using a Deliverable in production, or approving it for launch under Section 3.5, is acceptance. Each Deliverable includes two (2) rounds of reasonable revisions unless an SOW or the Service Descriptions state otherwise. More rounds are billed at AEVA's then-current rates. A change to a brief or plan Client has already approved is new work, not a revision.

3.7 Additional work. Work outside the Services requires one of the following: (a) an add-on Order Form for additional standard services, (b) an SOW for custom work, or (c) a change order that modifies existing scope, fees, or timing. A change order may be signed or confirmed by an email from an Authorized Approver that expressly approves the work and its fees. AEVA need not start until the document is confirmed and any deposit is paid.

3.8 SMS registration. SMS features require carrier registration (such as A2P 10DLC) and become available on carrier approval. AEVA will submit Client's registration within three (3) business days of receiving complete and accurate information. Fees are not reduced or deferred because of registration timing, carrier review, or rejections caused by Client-provided information or Client's website.

3.9 No guaranteed results. AEVA does not guarantee rankings, lead volume, conversion rates, message deliverability, or revenue. Search engines, carriers, inbox providers, and advertising platforms control delivery and display and may change their policies at any time.

4.1 Fees. Client will pay the fees on the Order Form in advance. Annual fees are due on signing and on each renewal date. Monthly fees are due on signing for the first month and on each monthly anniversary of the Commencement Date after that. One-time fees are due on signing unless the Order Form says otherwise.

4.2 Automatic payment. Client authorizes AEVA to charge the card or bank account Client provides for all fees when due. Receipts and invoices are available on request.

4.3 Usage and pass-through costs. Usage above an Order Form allowance (such as SMS segments) is billed at AEVA's then-current rates on the next cycle. Changes in third-party costs (such as SMS carrier, hosting, or payment-processor fees) may be passed through on prior written notice and are not price increases.

4.4 Renewal pricing. AEVA will give at least ninety (90) days' written notice of any price increase for a renewal term. If Client does not give notice of non-renewal after receiving it, the new price applies to the renewal term.

4.5 Late payment. Late amounts accrue interest at 1.5% per month (or the highest lawful rate, if lower) plus a $50 fee for each failed or returned payment. Client pays reasonable collection costs, including attorneys' fees. If a payment remains unpaid five (5) days after written notice, AEVA may suspend the Services. Suspension does not end Client's payment obligations.

4.6 Billing disputes and chargebacks. Client must dispute a charge in writing within fifteen (15) days, after which it is accepted. Client will raise any dispute with AEVA before starting a chargeback or payment reversal. If Client reverses a valid charge without doing so, Client owes the charge plus all resulting fees and reasonable attorneys' fees, and AEVA may terminate for cause.

4.7 Taxes. Fees exclude taxes. Client pays all sales, use, and similar taxes on the fees, other than taxes on AEVA's net income.

5.1 Term. The Agreement is effective on the date of the last signature on the Order Form. The initial term begins on the Commencement Date and runs for the length stated on the Order Form. Renewal follows the Order Form.

5.2 No termination for convenience. Neither party may terminate for convenience during a Term except as the Order Form or these Master Terms expressly allow.

5.3 Termination for cause. Either party may terminate immediately if the other (a) commits a material breach that cannot be cured, or fails to cure a curable breach within fourteen (14) days of written notice, or (b) becomes insolvent, enters bankruptcy or liquidation, or has a receiver appointed.

5.4 Early Termination Charge. If Client ends the Agreement before the Term expires, other than for AEVA's uncured material breach, or AEVA terminates for Client's uncured material breach (including non-payment), Client will pay the Early Termination Charge stated on the Order Form. The parties agree this charge is a reasonable pre-estimate of damages that are hard to measure, including onboarding and build costs, reserved staff and platform capacity, and third-party commitments, and is not a penalty. It is AEVA's only monetary remedy for the early termination itself.

5.5 Effect of termination. On expiration or termination, Client's Platform license ends and Client pays all amounts accrued. Fees already paid are not refunded except as required by law or as stated on the Order Form.

6.1 Client content. Original content AEVA creates specifically for Client (such as website, landing page, email, and SMS copy, images, and graphics) becomes Client's property once it is paid for in full. Client grants AEVA a royalty-free license to use that content to provide the Services.

6.2 AEVA property. AEVA owns the Platform and its pre-existing tools, templates, frameworks, source code, and methods, including improvements and feedback. Client receives a license to use them as built into the Deliverables during the Term.

6.3 Platform license. During the Term and while Client is current on payment, AEVA grants Client a limited, non-exclusive, non-transferable license to use the Platform for Client's internal business. Client will not copy, modify, reverse engineer, resell, or sublicense the Platform, use it to build a competing product, or use it unlawfully.

6.4 Website on exit. Where the Services include a website, Client may, after expiration or termination and once all amounts due are paid, export the website's published content, copy, images, and visual design and host them elsewhere. AEVA's templates, source code, and Platform functionality are not included.

6.5 Third-party materials. Client is responsible for materials it provides. AEVA warrants that materials it provides are owned or properly licensed.

7.1 BAA. AEVA acts as Client's Business Associate under HIPAA. The parties will sign AEVA's standard BAA with the Order Form. No Services involving PHI begin, and AEVA need not provision Platform access, until the BAA is signed. AEVA will bind any subcontractor that may access PHI to equivalent written obligations.

7.2 Privacy laws. Where required by consumer privacy laws (such as CCPA), the parties will sign a data processing addendum.

7.3 Client compliance. Client is responsible for its own compliance with HIPAA, state privacy laws, and marketing laws (including the TCPA and CAN-SPAM). Client warrants that it has every right, consent, and authorization the law requires to share Client Data with AEVA and to send the messages Client directs, and that PHI is disclosed to AEVA in compliance with HIPAA and the BAA.

7.4 Tracking. Pixels, tags, and conversion tracking will be configured under Client's written instructions and applicable law. Client provides the privacy disclosures and consents its business requires and will not direct AEVA to send PHI to any advertising platform except as the law and the BAA permit.

7.5 Export and deletion. If Client asks in writing within thirty (30) days after termination and all amounts due are paid, AEVA will provide Client's contact and CRM data in CSV format and any content Client owns in a standard portable format. After that period AEVA may delete Client Data, subject to routine backups and legal holds. AEVA may keep and use aggregated, de-identified data for analytics and product improvement.

Each party will use the other's non-public information only to perform or enforce the Agreement, protect it with reasonable care, and share it only with employees, contractors, and advisors who need it and are bound by similar duties. This does not cover information that is public through no fault of the recipient, already known to the recipient, independently developed, or received from a third party without restriction. A party may disclose information when legally compelled, after giving prompt notice where lawful. These duties last during the Term and for three (3) years after, and for as long as a trade secret remains one.

Each party warrants that it will comply with applicable law in performing the Agreement. Client will not use the Services for unlawful purposes or to distribute malicious code. Except as stated in the Agreement, the Services are provided without other warranties, express or implied, including merchantability, fitness for a particular purpose, and any expectation of rankings, leads, or profit.

10.1 Excluded damages. Neither party is liable for lost profits or for indirect, special, incidental, or consequential damages.

10.2 Cap. AEVA's total liability for any claim is limited to the fees paid or payable for the three (3) months of Services before the event giving rise to the claim (one quarter of the annual fee for annual billing, or one quarter of the package amount for packages funded under Section 13).

10.3 Exceptions. Section 10.2 does not limit Client's payment obligations, either party's indemnity obligations, breach of confidentiality, infringement of the other party's intellectual property, Client's breach of Section 7, or liability that cannot be limited by law. AEVA's total liability for indemnity, confidentiality, and infringement claims is limited to the fees paid or payable in the twelve (12) months before the event giving rise to the claim.

10.4 Unlimited liability. Nothing in the Agreement limits liability for death or personal injury caused by negligence, or for fraud.

Each party will defend and indemnify the other, and its personnel, against third-party claims to the extent they arise from the indemnifying party's breach of the Agreement, negligence, or willful misconduct. The indemnified party must give prompt written notice, allow the indemnifying party to control the defense and settlement, and cooperate at the indemnifying party's expense. No settlement may impose an obligation or admission on the indemnified party without its consent. Claims between the parties are governed by Section 10, not this Section.

This Section applies when the Order Form includes paid advertising.

12.1 Services. AEVA provides campaign strategy, audience targeting, platform selection, ad creative, landing pages, placement, optimization, and monthly performance reporting.

12.2 Budget. Client approves a monthly ad spend per campaign, which covers ad spend only. When two or more campaigns run at once, AEVA may reallocate budget among them to improve overall results but will not exceed the total approved monthly spend without approval from an Authorized Approver.

12.3 Ad spend. Client pays advertising platforms directly for ad spend using Client's own payment method. AEVA does not collect or advance ad spend and is not responsible for pauses or lost results caused by unpaid platform balances.

12.4 Campaign term. Each campaign has a three (3) month minimum, then continues month to month until either party cancels with at least ten (10) days' written notice before the next monthly cycle. Paid advertising is not subject to the Term commitment or Early Termination Charge for the other Services. A management fee paid in advance for the current month is earned and non-refundable.

12.5 Fees. The management fee (billed monthly in advance, based on the number of platforms managed) and overhead fee (a percentage of ad spend, billed monthly in arrears) are stated on the Order Form.

12.6 Compliance. Client is responsible for the accuracy and legality of the claims and offers it approves, including medical and professional licensing board rules. Platforms may reject, restrict, or suspend ads or accounts at their discretion.

12.7 Accounts on exit. Client owns its advertising accounts, the leads they generate, and campaign performance data, and keeps them after termination. Landing pages and funnel assets built on the Platform stay with AEVA.

This Section applies when the Order Form states that a package is funded, in whole or in part, by a third party such as a device manufacturer, distributor, or other partner (the "Funder"). The Funder is not a party to the Agreement. The Order Form names the Funder and states any Funder-specific terms.

13.1 No fees for Covered Services. Client owes AEVA no fees for the services the Order Form lists as funded (the "Covered Services") during the period it states (the "Covered Period"). Client pays only for services it separately authorizes in writing, and AEVA will not perform or bill them without that authorization. If the Order Form states that the Funder pays only part of the package, Client pays the remaining portion as stated on the Order Form, and Sections 4 and 5.4 apply to that portion.

13.2 Funder payment. AEVA's obligation to begin the Covered Services depends on receiving the Funder's payment. If that payment is reversed, refunded, or not honored, AEVA's recourse is against the Funder, not Client, and AEVA may suspend the Covered Services until payment is restored.

13.3 No charges to Client. Sections 4.5 and 5.4 do not apply to the Covered Services. Client's decision to stop using them creates no liability to AEVA.

13.4 Website timing. Where the Covered Services include a website, the Commencement Date is ten (10) business days after AEVA notifies Client that the website is ready for review, unless Client sends a written list of material defects in that period, in which case it is the date AEVA confirms they are fixed. If the website is not ready within ninety (90) days after the Order Form is signed because Client has not provided requested content, access, or approvals, the Commencement Date is that ninetieth day.

13.5 Covered Ad Spend. Where the Order Form includes a funded ad budget (the "Covered Ad Spend"), AEVA pays the advertising platforms from the package and will use commercially reasonable efforts to spend it over the period stated on the Order Form, which begins when the first funded campaign goes live. An Authorized Approver approves the campaign plan under Section 3.5. Management and overhead fees for funded campaigns are included in the package. Covered Ad Spend has no cash value, is not refundable or transferable, and any unspent amount expires at the end of that period. Funded campaigns end when the period ends or the budget is spent. They continue only if Client signs a new Order Form or change order, after which Section 12 applies.

13.6 Expiration. Funded packages do not renew automatically. AEVA will notify Client of continuation options at least sixty (60) days before the Covered Period ends, and will remove its payment method from Client's advertising accounts when funded advertising ends.

13.7 Reporting to the Funder. Client authorizes AEVA to share with the Funder the package status, onboarding progress, and aggregated or de-identified performance metrics (such as lead volume and booked appointments). AEVA will not share PHI with the Funder.

14.1 Governing law and venue. New Jersey law governs the Agreement. The parties consent to the exclusive jurisdiction of the state and federal courts in Bergen County, New Jersey, except that AEVA may sue to collect unpaid amounts or protect its intellectual property in any competent court. The prevailing party recovers reasonable attorneys' fees and costs. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION RELATING TO THE AGREEMENT.

14.2 Notices. Formal notices must be in writing and sent to the addresses on the Order Form. They are effective on delivery by hand or confirmed email, one business day after overnight courier, or three business days after certified mail. Routine project emails are not formal notices.

14.3 Publicity. AEVA may list Client's name and logo as a customer. Client may opt out at any time by written notice. Case studies and results require Client's approval. Any material that could identify a patient requires a HIPAA-compliant authorization, which Client is responsible for obtaining.

14.4 Non-solicitation. During the Term and for twelve (12) months after, Client will not solicit AEVA's employees or contractors for employment.

14.5 Assignment. Client may not assign the Agreement without AEVA's written consent. AEVA may assign it to an affiliate or a successor to its business.

14.6 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations, provided it gives prompt notice and works to limit the impact.

14.7 Entire agreement and amendments. The Agreement is the parties' entire agreement on its subject and replaces prior agreements. Amendments must be in writing and signed by both parties, except that change orders may be confirmed as Section 3.7 allows. Client purchase orders or other terms do not apply. If a provision is unenforceable, it will be limited to the minimum extent needed and the rest remains in effect. A waiver must be in writing.

14.8 Relationship and signatures. The parties are independent contractors. Order Forms, SOWs, and change orders may be signed electronically and in counterparts.

14.9 Survival. Sections 4 (for accrued amounts), 5.4, 5.5, 6, 7, 8, 10, 11, 14, and any other provision that by its nature should survive, survive expiration or termination.