Master Subscription Terms

1. Definitions

1.1 “Affiliate” means, with respect to a Party, any entity that controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than fifty percent (50%) of the voting interests.

1.2 “Authorized User” means an individual employee or contractor of Customer or its Affiliates whom Customer permits to access the Service, whether or not that individual is a Billable User.

1.3 “Field Representative” means an Authorized User to whom the Service assigns, or for whom the Service generates, a routed call plan, day plan, or territory route. A Field Representative is the only category of Authorized User that is a Billable User.

1.4 “Billable User” means any Authorized User for whom access to the Service is provisioned during a calendar month. Every Authorized User is a Billable User, at one of the two rates stated in the Order Form: the Field Representative rate, or the Team Member rate.

1.5 “Customer Data” means all data, files, records and content submitted to or generated within the Service by or on behalf of Customer, including Territory Files, provider and practice records, call and visit history, notes, plans, and outputs derived from them. Customer Data does not include Service Data.

1.6 “Documentation” means the then-current user guidance Adelo makes generally available for the Service.

1.7 “Order Form” means an ordering document executed by both Parties that references this Agreement and specifies Billable Users, fees, and the Subscription Term.

1.8 “Service” means the Adelo CRM software-as-a-service application, including territory import, provider scoring and tiering, geographic zoning, cadence planning, route optimization, day planning, reporting, and the exports each produces, together with any updates Adelo makes generally available to subscribers during the Subscription Term. The Service is not limited to any one metropolitan area, state or region; it operates on any Territory Customer loads, anywhere in the United States.

1.9 “Territory” means a defined geographic area assigned to one or more Field Representatives, described by the postal codes, cities, counties or states it covers, and populated by one or more Territory Files. Customer may create, modify, merge, split and retire Territories at any time without Adelo’s approval.

1.10 “Evaluation Period” means the sixty (60) day period beginning on the Service Commencement Date, during which Customer has full use of the Service at no charge, as described in Section 5.2.

1.11 “Service Commencement Date” means the date stated in the Order Form on which Adelo makes the Service available to Customer’s Authorized Users.

1.12 “Billing Commencement Date” means the day immediately following the last day of the Evaluation Period. Fees begin to accrue on that date and not before.

1.13 “Service Data” means technical and operational data generated by Adelo’s systems about the configuration, performance, availability and use of the Service, in a form that does not identify Customer, any Authorized User, or any individual healthcare provider.

1.14 “Subscription Term” means the twelve (12) month period, or such other period as an Order Form states, beginning on the Billing Commencement Date and during which Customer is entitled to access the Service. The Evaluation Period precedes and is not counted against the Subscription Term.

1.15 “Territory File” means a workbook, extract or list of healthcare providers, practices, prescribing or ordering volumes, and related professional attributes that Customer uploads to the Service for a Territory.

1.16 “Team Member” means an Authorized User who is not a Field Representative — including district managers, regional and national sales leadership, sales-operations personnel, analysts and Administrators. A Team Member has full access to the Service other than the routing and day-planning functions reserved to Field Representatives.

1.17 “Administrator” means an Authorized User to whom Customer grants administrative privileges — the ability to import, replace or delete a Territory File; create, modify, merge, split or retire a Territory; provision or deprovision an Authorized User; change another user’s role or permissions; or alter organization-wide configuration. An Administrator is a Team Member for billing purposes; the term is defined because Exhibit B describes how those privileges are controlled, not because it carries a separate rate.

2. The Service

2.1 Provision. Subject to this Agreement and to payment of the fees, Adelo will make the Service available to Customer during the Subscription Term in accordance with Exhibit C (Support and Service Levels).

2.2 Right to use. Adelo grants Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Service for Customer’s internal business purposes, and to permit Authorized Users to do the same.

2.3 Restrictions. Customer will not, and will not permit any third party to: (a) sell, resell, rent, lease, or provide the Service on a service-bureau basis to any third party; (b) reverse engineer, decompile or disassemble the Service, except to the extent that restriction is unenforceable under applicable law; (c) copy, modify, or create derivative works of the Service; (d) access the Service to build a competing product or to benchmark it for publication without Adelo’s prior written consent; (e) remove or obscure any proprietary notice; or (f) use the Service in violation of applicable law or in a manner that interferes with its operation or with any other customer’s use of it.

2.4 Reservation of rights. As between the Parties, Adelo and its licensors own all right, title and interest in and to the Service, the Documentation, and all software, algorithms, models, interfaces, and know-how underlying them, including all intellectual property rights therein. No rights are granted to Customer other than those expressly stated in this Agreement.

2.5 Feedback. If Customer provides suggestions or feedback about the Service, Adelo may use it without restriction or obligation. Feedback is provided “as is” and Customer makes no warranty about it. This Section does not give Adelo any right in Customer Data.

2.6 Changes to the Service. Adelo may modify the Service from time to time. Adelo will not, during a Subscription Term, materially degrade the core functionality described in Section 1.8 without Customer’s consent. If Adelo does so and does not restore that functionality within thirty (30) days after written notice from Customer, Customer may terminate the affected Order Form and receive a refund of any fees prepaid for the remainder of its Subscription Term.

3. Users and Rates

3.1 Two rates, and every user is billed at one of them. Fees are calculated on the number of Authorized Users provisioned during a calendar month: each Field Representative at the Field Representative rate, and each Team Member at the Team Member rate, both stated in the applicable Order Form. There is no unbilled category of user and no read-only tier.

3.2 Field Representatives. A Field Representative is an Authorized User to whom the Service assigns, or for whom it generates, a routed call plan, day plan or territory route. The Field Representative rate reflects that routing, cadence planning and day sizing are the functions reserved to that role.

3.3 Team Members. Every other Authorized User — district managers, regional and national sales leadership, sales operations, analysts and Administrators — is billed at the Team Member rate. A Team Member has full access to territories, plans, reporting and records; the rate differs from the Field Representative rate because the routing and day-planning functions are not provisioned to that role, not because access is otherwise restricted.

3.4 Moving between rates. Customer may change a user between the two roles at any time. A user who begins receiving routed plans is billed at the Field Representative rate from the next monthly invoice; a user who stops receiving them is billed at the Team Member rate from the next monthly invoice. Adelo will not backdate a rate change.

3.5 How the count is determined. The number of users at each rate in a month is the number of Authorized Users provisioned in each role, as recorded by the Service itself, and not the number stated on any org chart, job title or internal designation. Customer controls that number entirely: roles are granted and revoked by Customer at any time and the Service records each change with its date. Each invoice identifies the users billed at each rate so Customer can revoke access it did not intend to grant. Adelo will not bill for a user provisioned and deprovisioned within the same calendar month.

3.6 No metering, and no geographic limit. Adelo will not charge on the basis of the number of Territories, Territory File rows, provider or practice records, import runs, re-plans, route calculations, exports, or stored data volume. Fees do not vary by where a Territory is located, how many states Customer operates in, or how many Territories a user covers. A Field Representative working four Territories in three states is one Billable User. Fees are per Billable User per month and nothing else.

3.7 Adding a user. Customer may add users in either role at any time by written request to Adelo, including by email to the support address in Exhibit C. Adelo will provision access within two (2) business days. No amendment, approval, purchase order or new Order Form is required to add a user, and no fee is charged for the addition itself. An added user is billed from the date access is provisioned, pro rated for the initial partial month on the basis of a thirty (30) day month, and at the full monthly rate thereafter.

3.8 The rate that applies to an added user. Every user added during the Subscription Term is billed at the rate for their role stated in the applicable Order Form, or at the lower volume rate then applicable under Section 3.12, whichever is less. Adelo will not apply a different rate because of when that person was added, how many users are then provisioned, or any change to Adelo’s published price list. This Section applies for the entire Subscription Term and survives any increase to Adelo’s list price.

3.9 Removing a user. Customer may remove a user at any time by written request. The removal takes effect on the last day of the calendar month in which Adelo receives the request, and no fee is charged for that user in any subsequent month. Fees for the month in which a removal takes effect are not pro rated or refunded. Removals may not reduce the billed count below the Minimum Billable Users stated in the Order Form.

3.10 Replacing a departing user. Where a user leaves Customer’s employment and Customer provisions a replacement in the same role within thirty (30) days, the replacement is treated as a continuation of the same seat rather than as an addition. Customer is billed once for that seat in the month of transition and the replacement is not separately pro rated. Turnover does not increase Customer’s fees.

3.11 Minimum Billable Users. The Order Form states a Minimum Billable Users count, applied to Field Representatives. In any month in which fewer Field Representatives are provisioned than that count, fees are calculated as though the Minimum Billable Users count were provisioned. The minimum exists because the rate reflects both the length of the Subscription Term and the committed volume; it is not a penalty, Adelo will not increase it during the Subscription Term, and Customer may set a different count at the start of any renewal term. If Customer’s field sales headcount falls below that count as a result of a reduction in force affecting Customer’s business generally, rather than a decision to reduce use of the Service, the Parties will negotiate in good faith an adjustment to it. Team Members are not counted toward, and are not subject to, the Minimum Billable Users.

3.12 Volume rates. Where the number of Field Representatives provisioned in a month exceeds a threshold stated in the Order Form, the lower rate for that band applies marginally — that is, to the Field Representatives falling within each band rather than to all of them — so that adding a user always increases, and never decreases, the total monthly fee. Volume rates are applied automatically when the count reaches a threshold; Customer need not request them, and Adelo will apply them whether or not Customer notices that a threshold has been crossed.

3.13 Records and reconciliation. Each invoice will state the number of users billed at each rate for the period and identify every addition, removal, replacement and role change applied since the previous invoice, with the date of each. Customer may dispute the count under Section 5.8. Adelo will keep records sufficient to substantiate the count for the Subscription Term and for twelve (12) months after it ends, and will provide them to Customer on request.

3.14 Credentials and responsibility. Customer is responsible for maintaining the confidentiality of Authorized User credentials and for the acts and omissions of its Authorized Users under this Agreement. Customer will notify Adelo promptly of any unauthorized access it becomes aware of.

4. Customer Data

4.1 Ownership. As between the Parties, Customer owns and retains all right, title and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Adelo.

4.2 License to Adelo. Customer grants Adelo a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely to the extent necessary to provide, secure, and support the Service for Customer, and to comply with law. This license terminates when Customer Data is deleted under Section 6.8.

4.3 Customer warranties as to data rights. Customer represents and warrants that it has all rights, licenses, consents and authority necessary to upload each Territory File and all other Customer Data to the Service and to permit Adelo to process it as contemplated by this Agreement, including under any license or agreement between Customer and any third-party data supplier. Customer acknowledges that Adelo has no relationship with, and no license from, any such supplier, and does not independently verify Customer’s rights in any Territory File.

4.4 No patient information. The Service is designed for professional information about healthcare providers and their practices. Customer will not upload to, enter into, or otherwise make available through the Service any individually identifiable health information, protected health information as defined under HIPAA, patient names, patient identifiers, diagnoses, laboratory or test results attributable to an individual, or claims data attributable to an individual (collectively, “Patient Information”). Adelo is not a business associate of Customer, and this Agreement is not a business associate agreement. If Customer wishes to introduce Patient Information into the Service, the Parties must first execute a written business associate agreement and an amendment to this Agreement; absent both, Customer will not do so and Adelo has no obligation with respect to any Patient Information Customer introduces in breach of this Section.

4.5 Customer’s regulatory responsibility. The Service is a planning and territory-management tool. Customer is solely responsible for its own compliance obligations, including any transparency, aggregate-spend, or transfer-of-value reporting under the federal Physician Payments Sunshine Act or any state analogue, any promotional-review or labeling requirements, and any recordkeeping obligation imposed on Customer by law or by its own policies. Customer will not rely on the Service as its system of record for any such obligation without independently verifying the underlying data.

4.6 Service Data. Adelo may generate and use Service Data to operate, secure, support, analyze and improve the Service. Adelo will not use Customer Data itself to train models made available to other customers, and will not disclose Service Data in any form that identifies Customer, an Authorized User, or an individual healthcare provider.

5. Fees, Invoicing and Taxes

5.1 Fees. Customer will pay the fees stated in each Order Form. Except as expressly stated in this Agreement, fees are non-refundable and payment obligations are non-cancelable during the Subscription Term.

5.2 Evaluation Period — sixty days at no charge. For sixty (60) days beginning on the Service Commencement Date, Customer has full and unrestricted use of the Service at no charge. The Evaluation Period is not a restricted trial: every Field Representative and every Territory stated in the Order Form is provisioned, every feature is enabled, onboarding under Exhibit C is performed, and support is provided at the levels in Exhibit C. No fee of any kind accrues during the Evaluation Period, and no payment instrument is required before it ends. Customer’s right to walk away during the Evaluation Period is set out in Section 6.4.

5.3 Billing Commencement Date. Fees begin to accrue on the Billing Commencement Date, which is the day immediately following the last day of the Evaluation Period. The Subscription Term begins on that same date. Adelo will confirm the Billing Commencement Date to Customer in writing at least ten (10) days before it occurs, together with the number of Field Representatives that will be billed.

5.4 Invoicing and payment. Adelo invoices monthly in arrears. The first invoice is issued at the end of the calendar month in which the Billing Commencement Date falls and covers only the days from that date to the end of that month, pro rated on a thirty (30) day month. Each subsequent invoice is issued at the end of the calendar month it covers. All invoices are due net thirty (30) days from the invoice date. No annual or advance payment is required and no discount is conditioned on early payment.

5.5 Territory setup fee. Adelo’s standard one-time territory setup and onboarding fee is stated in the Order Form and is charged per Territory established during onboarding. It covers the work described in Section C.5 of Exhibit C for that Territory: ingesting and validating the Territory File, geocoding and resolving practice addresses, deriving zones, and building the initial cadence and call plan. Where the Order Form states that this fee is waived, it is waived in full and Adelo will not invoice it, in whole or in part, at any time during or after the Subscription Term. No setup fee applies to a Territory Customer creates, modifies, merges, splits or retires on its own after onboarding.

5.6 No increase during the Term. The rate stated in an Order Form is fixed for the entire Subscription Term. Adelo will not increase it during that term for any reason, including a change to Adelo’s published price list.

5.7 Taxes. Fees are exclusive of sales, use and similar transaction taxes. Customer is responsible for such taxes other than taxes on Adelo’s net income. Where a taxing authority treats the Service as a taxable service, Adelo will state the tax as a separate line item on the invoice. If Customer is exempt, it will provide a valid exemption certificate before the first invoice.

5.8 Disputed amounts. Customer may withhold payment of an invoiced amount it disputes in good faith if it notifies Adelo in writing within twenty (20) days of the invoice date, describing the basis for the dispute. Customer will pay all undisputed amounts when due. The Parties will work in good faith to resolve the dispute promptly.

5.9 Late payment and suspension. Undisputed amounts more than thirty (30) days past due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Adelo may suspend access to the Service if undisputed amounts remain unpaid forty-five (45) days after their due date, provided Adelo has given Customer at least ten (10) days’ prior written notice and the opportunity to cure. Suspension does not relieve Customer of its payment obligations, and Adelo will restore access promptly on payment. Adelo will not suspend access during the Evaluation Period.

6. Term, Evaluation, Renewal and Termination

6.1 Term of this Agreement. This Agreement begins on the Effective Date and continues until the last Order Form has expired or been terminated, unless terminated earlier under this Article 6.

6.2 Subscription Term. The Subscription Term begins on the Billing Commencement Date and runs for the period stated in the Order Form. The Evaluation Period is in addition to, and is not counted against, the Subscription Term.

6.3 Renewal. A Subscription Term renews automatically for successive periods of twelve (12) months at the same rates stated in the Order Form. At least sixty (60) days before a Subscription Term ends, Adelo will deliver to Customer a written renewal notice stating the renewal date and the rates that will apply, which will be the rates then in effect under the Order Form. Either Party may decline renewal by written notice delivered at least thirty (30) days before the Subscription Term ends, in which case the Subscription Term expires and Customer’s payment obligation ends with it. No increase in any rate takes effect on renewal unless the Parties execute a new Order Form. If Adelo fails to deliver the sixty-day notice, the renewal is not effective and the Subscription Term expires at its stated end date.

6.4 Walking away during the Evaluation Period. At any time before the last day of the Evaluation Period, Customer may terminate this Agreement and every Order Form under it for any reason or no reason, on written notice, and will owe Adelo nothing. No fee, no pro rated charge, no setup fee and no reimbursement of Adelo’s onboarding effort is payable, and the Subscription Term never begins. On such a termination Adelo will provide Customer a complete export of Customer Data under Section 6.8 and then delete it. This right is unconditional and is not subject to Customer stating a reason, meeting a usage threshold, or completing any review process.

6.5 Termination for cause. Either Party may terminate this Agreement or any Order Form if the other Party materially breaches and fails to cure the breach within thirty (30) days after written notice describing it, except that the cure period for non-payment is ten (10) days.

6.6 Termination for insolvency. Either Party may terminate immediately on written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or has a bankruptcy or receivership proceeding filed against it that is not dismissed within sixty (60) days.

6.7 Effect of termination. On expiration or termination, Customer’s right to access the Service ends. If Customer terminates for Adelo’s uncured material breach, Adelo will refund any fees prepaid for the period after the effective date of termination. If Adelo terminates for Customer’s uncured material breach, Customer will pay all fees accrued through the effective date of termination. Fees never accrue for any part of the Evaluation Period.

6.8 Data export and deletion. During the Evaluation Period, the Subscription Term, and for ninety (90) days after either ends, Adelo will, on Customer’s written request, provide Customer a complete export of Customer Data in a commercially reasonable machine-readable format, at no charge and without conditioning the export on payment of any disputed amount. Adelo will provide the export within ten (10) business days of the request. After that ninety-day period, Adelo will delete Customer Data from its production systems within thirty (30) days and will certify the deletion in writing on request, except for copies retained in routine backups, which Adelo will delete on their ordinary cycle and will not access for any purpose other than restoration or as required by law.

6.9 Survival. Sections 2.3, 2.4, 4.1, 4.3, 4.5, 6.7, 6.8 and 6.9 and Articles 7, 9 (as to disclaimers), 10, 11, 12 and 13 survive expiration or termination.

7. Confidentiality

7.1 Definition. “Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Customer Data and Territory Files are Customer’s Confidential Information. The Service, the Documentation, Adelo’s pricing and product roadmap, and the design and operation of Adelo’s scoring, zoning and routing methods are Adelo’s Confidential Information. The terms of this Agreement are the Confidential Information of both Parties.

7.2 Obligations. Recipient will (a) use Confidential Information only to perform under or exercise its rights under this Agreement, (b) protect it with at least the care it uses for its own confidential information of like importance and in no event less than reasonable care, and (c) disclose it only to its employees, contractors and professional advisors who need it for that purpose and are bound by confidentiality obligations at least as protective as these. Recipient is responsible for their compliance.

7.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no act of Recipient, (b) Recipient lawfully knew without restriction before disclosure, (c) Recipient rightfully receives from a third party without restriction, or (d) Recipient independently develops without use of or reference to Discloser’s Confidential Information.

7.4 Compelled disclosure. Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided it gives Discloser prompt notice where legally permitted, discloses only what is required, and reasonably cooperates with Discloser’s efforts to obtain protective treatment at Discloser’s expense.

7.5 Return or destruction. On written request after termination, Recipient will return or destroy Confidential Information in its possession, except for copies retained in routine backups or required by law, which remain subject to this Article for so long as they are retained.

7.6 Prior nondisclosure agreement. This Article supersedes any prior nondisclosure agreement between the Parties as to information disclosed on or after the Effective Date. Information disclosed before the Effective Date remains governed by that agreement, and is also treated as Confidential Information under this Article.

7.7 Equitable relief. Each Party acknowledges that a breach of this Article may cause harm for which money damages are an inadequate remedy, and that the non-breaching Party may seek injunctive relief without posting a bond, in addition to any other remedy.

8. Security and Data Protection

8.1 Security program. Adelo will maintain the administrative, technical and physical safeguards described in Exhibit B (Data Protection and Security), and will not materially reduce them during the Subscription Term.

8.2 Incident notification. Adelo will notify Customer without undue delay and in any event within seventy-two (72) hours after Adelo confirms a security incident resulting in the unauthorized access to, acquisition of, or disclosure of Customer Data in Adelo’s possession, will provide the information reasonably available to it about the incident, and will reasonably cooperate with Customer’s investigation and any notification obligation Customer may have.

8.3 Subprocessors. Adelo may use the subprocessors listed in Exhibit B to provide the Service. Adelo will impose data-protection obligations on each subprocessor no less protective than those in this Agreement and remains responsible for their performance. Adelo will give Customer at least thirty (30) days’ written notice before adding a subprocessor that will process Customer Data, and if Customer reasonably objects on data-protection grounds and the Parties cannot resolve the objection, Customer may terminate the affected Order Form without penalty and receive a refund of any prepaid, unused fees.

8.4 Audit. Once per twelve-month period, on thirty (30) days’ written notice, Adelo will respond in writing to a reasonable security questionnaire from Customer and will make available such documentation of its security practices as it maintains. This Section does not entitle Customer to access Adelo’s systems or the data of any other customer.

9. Warranties and Disclaimer

9.1 Mutual. Each Party represents and warrants that it is duly organized and validly existing, that it has full power and authority to enter into this Agreement, and that the individual signing on its behalf is authorized to bind it.

9.2 Service warranty. Adelo warrants that during the Subscription Term the Service will perform materially in accordance with the Documentation. Customer’s exclusive remedy, and Adelo’s entire liability, for breach of this warranty is for Adelo to use commercially reasonable efforts to correct the non-conformity; and if Adelo does not do so within thirty (30) days after written notice describing it, Customer may terminate the affected Order Form and receive a refund of fees prepaid for the unused remainder of its Subscription Term.

9.3 Malicious code. Adelo warrants that it will not knowingly introduce into the Service any virus, worm, time bomb, or other code designed to disable or damage Customer’s systems or data.

9.4 Stage of development — acknowledged. Customer acknowledges that the Service is an actively developed product and that Customer has had the opportunity to evaluate the Service on its own data before entering into this Agreement. Adelo does not warrant that any capability not generally available as of the Effective Date will become available on any particular date, and Customer has not relied on any such representation in entering into this Agreement.

9.5 Data accuracy. The Service scores, tiers, zones, sequences and schedules using the data Customer supplies. Adelo does not warrant the accuracy, completeness or currency of any Territory File or of any output derived from it, and the outputs of the Service are decision support and not professional, medical, legal, tax or regulatory advice.

10. Indemnification

10.1 By Adelo. Adelo will defend Customer against any third-party claim alleging that the Service, as provided by Adelo and used in accordance with this Agreement, infringes that third party’s United States patent, copyright, trademark or trade secret, and will pay damages and costs finally awarded against Customer or agreed in settlement by Adelo, subject to Article 11.

10.2 Exclusions. Adelo has no obligation under Section 10.1 to the extent a claim arises from (a) Customer Data or any Territory File; (b) use of the Service in combination with anything not provided by Adelo, where the claim would not have arisen but for the combination; (c) modification of the Service by anyone other than Adelo; (d) use of the Service after Adelo has notified Customer to discontinue it and provided a non-infringing alternative at no additional charge; or (e) Customer’s breach of this Agreement.

10.3 Remedies. If the Service becomes, or in Adelo’s reasonable judgment is likely to become, the subject of a claim under Section 10.1, Adelo may at its option and expense procure the right for Customer to continue using it, replace or modify it to be non-infringing without material loss of functionality, or, if neither is commercially reasonable, terminate the affected Order Form and refund fees prepaid for the unused remainder of its Subscription Term. Sections 10.1 through 10.3 state Adelo’s entire liability and Customer’s exclusive remedy for any claim of infringement.

10.4 By Customer. Customer will defend Adelo against any third-party claim arising from (a) Customer Data or any Territory File, including any claim that Customer lacked the rights required by Section 4.3 or that Adelo’s processing of it breached an agreement between Customer and a data supplier; (b) Customer’s introduction of Patient Information in breach of Section 4.4; or (c) Customer’s use of the Service in violation of law or of Section 2.3, and will pay damages and costs finally awarded against Adelo or agreed in settlement by Customer.

10.5 Procedure. The indemnified Party will give the indemnifying Party prompt written notice of the claim, sole control of its defense and settlement (except that no settlement imposing a non-monetary obligation or admission on the indemnified Party may be made without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying Party’s expense. Delay in notice relieves the indemnifying Party only to the extent it is prejudiced.

11. Limitation of Liability

11.4 Exclusions from the cap. The limitations in Sections 11.2 and 11.3 do not apply to Customer’s obligation to pay fees accrued under an Order Form, or to a Party’s liability for fraud or for death or personal injury caused by its negligence, to the extent such liability cannot be limited under applicable law.

11.5 Basis of the bargain. The Parties agree that the limitations in this Article are an essential element of the bargain between them, that the fees reflect this allocation of risk, and that these limitations apply even if a limited remedy fails of its essential purpose.

12. Publicity

12.1 Names and marks. Neither Party will use the other’s name, logo or trademarks, or identify the other as a customer, vendor, partner or reference, in any press release, website, marketing material, case study, investor material or public statement, without the other Party’s prior written consent, which may be withheld in its discretion. Consent given for one use is not consent for another.

12.2 References. Any reference call, quote, logo use or case study is a separate matter for the Parties to agree in writing, and Customer is under no obligation to provide one.

13. General

13.1 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld, except that either Party may assign it in its entirety, on written notice and without consent, to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. Any other attempted assignment is void. This Agreement binds and benefits the Parties’ permitted successors and assigns.

13.2 Notices. Notices must be in writing and are effective on receipt when delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses on the signature page, or on confirmed transmission when sent by email to the addresses designated on the signature page for notice, provided a copy is also sent by one of the foregoing methods for any notice of breach, termination or indemnification.

13.3 Governing law and venue. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas, and waive any objection to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.4 Escalation. Before filing suit other than for injunctive relief or non-payment, the Parties will escalate the dispute to an executive of each Party with authority to resolve it, who will confer in good faith for at least fifteen (15) business days.

13.5 Force majeure. Neither Party is liable for a delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including natural disaster, war, terrorism, labor dispute, governmental action, epidemic, or failure of a public utility or telecommunications network, provided it gives prompt notice and resumes performance as soon as reasonably practicable.

13.6 Independent contractors. The Parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary or employment relationship.

13.7 No third-party beneficiaries. This Agreement is for the benefit of the Parties and their permitted successors and assigns only.

13.8 Entire agreement; order of precedence. This Agreement, together with its Exhibits and any executed Order Form, is the entire agreement between the Parties on its subject matter and supersedes all prior and contemporaneous proposals, quotations and understandings, including any proposal delivered before the Effective Date. In the event of conflict, the order of precedence is: (1) the applicable Order Form, (2) the Exhibits, and (3) the body of this Agreement. Any pre-printed or click-through terms on a Customer purchase order, vendor portal, or procurement system are of no effect, even if acknowledged or accepted by Adelo, except as to the identification of the parties, quantities and prices.

13.9 Amendment and waiver. No amendment is effective unless in a writing signed by both Parties. A waiver is effective only if in writing signed by the waiving Party, and is not a waiver of any other or subsequent breach.

13.10 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement remains in effect.

13.11 Counterparts and electronic signature. This Agreement may be signed in counterparts, each of which is an original and all of which together are one instrument. Signatures delivered electronically, including by a recognized electronic-signature service or by PDF, are as effective as originals.

Notice to Adelo: Adelo Health, LLC, Attention: Adam DeLeon, Houston, Texas · Email: adam@getadelo.com

Notice to Customer: The contact, address and email stated for Customer in the applicable Order Form.

Exhibit B — Data Protection and Security

B.1 Scope and nature of the data

The Service processes professional information about healthcare providers and their practices: names, National Provider Identifier numbers, specialties, practice addresses, geographic coordinates, prescribing or ordering volumes supplied by Customer’s data vendor, and the visit history, notes, plans and tasks Customer’s Authorized Users create. It also processes Authorized User account information: name, business email address, role and organization.

The Service is not designed for and does not accept Patient Information. Section 4.4 of the Agreement prohibits its introduction, and Adelo is not a business associate of Customer.

B.2 Tenant isolation

Customer Data is stored in a multi-tenant database in which every table carrying Customer Data enforces row-level security scoped to the organization of the authenticated session. Isolation is enforced by the database rather than by application code, and cross-tenant access is asserted by automated tests as a condition of release. Cached road geometry is stored per organization rather than shared, so that no tenant can enumerate another tenant’s routes.

B.3 Safeguards

Adelo maintains at least the following: encryption of Customer Data in transit using TLS 1.2 or higher and at rest using AES-256 or equivalent; unique named accounts with no shared administrative credentials; multi-factor authentication on Adelo’s administrative access to production systems; access to production data limited to personnel who require it, reviewed at least annually; secrets held server-side and never compiled into client-delivered code; logging of administrative access; and change control requiring automated verification to pass before a release reaches production.

B.4 Subprocessors

Provider and practice records are not transmitted to the routing provider; only coordinate pairs are. Adelo will maintain a current list of subprocessors and will follow the notice and objection process in Section 8.3 of the Agreement before adding one.

B.5 Data location and retention

Customer Data is stored in the United States. Adelo retains Customer Data for the Subscription Term and the ninety (90) day export window described in Section 6.8, after which it is deleted on the schedule stated there.

B.6 Incident response

Adelo will notify Customer within seventy-two (72) hours of confirming a security incident affecting Customer Data, in accordance with Section 8.2, at the notice address on the signature page. Notification is not an acknowledgment of fault.

B.7 What Adelo does not claim

Adelo makes the following statements plainly so that Customer’s security review is not conducted against an assumption:

Where Customer requires any of the foregoing, it should raise the requirement before execution rather than after; the Parties can address it in an Order Form or an amendment.

Exhibit C — Support and Service Levels

C.1 Support

Adelo provides support by email to support@getadelo.com, Monday through Friday, 8:00 a.m. to 6:00 p.m. United States Central Time, excluding United States federal holidays. Support is available to every Authorized User, billed or not, for the whole Subscription Term — there is no support tier to purchase, no ticket allowance and no per-incident charge. Support covers use of the Service, configuration, territory import, questions about how to do something, and defect reports. It does not include data entry, data cleansing, or the creation of territory plans as a service, which are separately quoted if Customer wants them.

C.2 Response targets

Response targets are targets for an initial substantive response, not for resolution. Adelo will use commercially reasonable efforts to resolve confirmed defects with priority proportionate to severity, and will keep Customer informed of progress on any Severity 1 or 2 issue at least once per business day until it is resolved or downgraded.

C.3 Availability

Adelo will use commercially reasonable efforts to make the Service available at least 99.5% of the time in each calendar month, measured as the percentage of minutes in the month during which the Service responds to requests, excluding: (a) scheduled maintenance for which Adelo gave at least forty-eight (48) hours’ notice and which occurs outside 7:00 a.m. to 7:00 p.m. United States Central Time on a business day; (b) emergency maintenance necessary to address a security or stability risk; (c) failures of Customer’s own network, devices or credentials; (d) force majeure; and (e) outages of a subprocessor listed in Exhibit B that are outside Adelo’s reasonable control and that Adelo works diligently to mitigate.

C.4 Service credits

Customer must request a credit in writing within thirty (30) days after the end of the affected month. Credits are Customer’s sole and exclusive remedy for a failure to meet the availability target, except that if the Service is below 95.0% availability in any three (3) months within a rolling twelve-month period, Customer may terminate the affected Order Form on written notice without penalty and receive a refund of any prepaid, unused fees.

C.5 Onboarding

Onboarding is performed for every Territory, during the Evaluation Period, at the fee stated in the applicable Order Form, or at no charge where that Order Form states the fee is waived. For each Territory, Adelo will: import Customer’s Territory File and validate it with Customer, identifying records that cannot be resolved; geocode and resolve practice addresses; configure Customer’s tier sizes, cadence intervals, field hours and call-duration assumptions; derive zones and assign them to field days; and generate an initial multi-week call plan and routed day plans for Customer’s review.

Adelo will begin within five (5) business days of receiving the first Territory File. For a ten-Territory onboarding Adelo expects to complete all Territories within twenty (20) business days, subject to Customer’s availability to review and confirm the tiering and zoning for each. Adelo will provide a working session for Customer’s Authorized Users and a second session for administrators and sales operations.

Training is included. Adelo will provide a live onboarding session for Customer’s Field Representatives and a separate session for Administrators and sales operations, together with a recording of each and a written quick-reference guide that Customer keeps. A Field Representative or Administrator who joins later receives the same onboarding session at no additional charge, for the duration of the Subscription Term.

Territories added later. Customer may create, modify, merge, split and retire Territories at any time through the Service without Adelo’s approval and at no charge. Where Customer would like Adelo to perform the same guided onboarding for a Territory established after the initial rollout, Adelo will quote it in writing beforehand; Customer is never charged for a Territory it sets up itself.

About these terms