# MASTER SERVICES AGREEMENT **This Master Services Agreement ("Agreement")** is entered into as of **[EFFECTIVE DATE]** ("Effective Date") by and between: **Auroa LLC** ("Provider"), a Wyoming limited liability company, with its principal place of business at **1305 West 7th Street, Suite 1, Unit 1248, Frederick, MD 21702** and **[CUSTOMER LEGAL NAME]** ("Customer"), a [STATE] [entity type], with its principal place of business at [CUSTOMER ADDRESS] (each a "Party," together the "Parties"). --- ## 1. SERVICES 1.1 **Services.** Provider will provide Customer with access to the Auroa software-as-a-service platform (the "Service"), which enables resident wellness logging, family-member notifications, and compliance reporting for residential care facilities. 1.2 **Access.** Customer will receive login credentials for authorized users. Customer is responsible for maintaining the confidentiality of those credentials. 1.3 **Changes.** Provider may update, modify, or add features to the Service at any time. Provider will give reasonable notice before removing material functionality. --- ## 2. FEES AND PAYMENT 2.1 **License Tier — Capacity-Based.** Customer will pay the monthly subscription fee for the tier matching Customer's **licensed bed capacity** (as stated on Customer's facility license issued by the relevant state regulatory body), regardless of current occupancy: - **Small** — 0–50 licensed beds - **Pro** — 51–200 licensed beds - **Enterprise** — 201+ licensed beds (custom pricing) Customer represents that the licensed-capacity figure provided at checkout is accurate. If Customer's licensed capacity increases into a higher tier, Customer will be moved to the higher tier at the start of the next billing cycle. Capacity reductions take effect the cycle after written notice. 2.2 **Automatic Add-Ons — SMS / Text Messaging.** SMS and text messages sent through the Service (including two-factor authentication codes, family notifications, alerts, and any other outbound text) are **an additional charge on top of the base subscription fee** and are **automatically added to Customer's monthly invoice**. SMS is billed **per message sent**, at Provider's then-current per-message rate. By completing checkout, Customer authorizes these recurring SMS charges. Provider may adjust per-message rates with 30 days' notice under Section 2.5. Note: Per-resident metering has been **discontinued**. Base pricing is based solely on licensed capacity (Section 2.1), not headcount. SMS is the only automatic metered add-on. 2.3 **Billing.** All fees are billed monthly to the payment method on file via Customer's secure payment processor. Failed payments may result in suspension of Service after 7 days' notice. Fees are non-refundable except as expressly stated in this Agreement. 2.4 **Taxes.** Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes. 2.5 **Price Changes.** Provider may change Fees or per-unit add-on rates with 30 days' written notice. If Customer does not agree, Customer may terminate at the end of the current billing period. --- ## 3. CUSTOMER RESPONSIBILITIES 3.1 **Authorized Use.** Customer will use the Service only for lawful purposes and in accordance with this Agreement. 3.2 **Data Accuracy.** Customer is solely responsible for the accuracy, quality, and legality of data entered into the Service, including the accuracy of its stated licensed bed capacity. 3.3 **User Compliance.** Customer is responsible for ensuring its workforce, staff, and contractors comply with this Agreement. 3.4 **Encryption Passphrase.** The Service uses client-side encryption with a passphrase that is held solely by Customer. **Provider does not store, retain, or have any ability to recover this passphrase.** If Customer loses the passphrase, encrypted data cannot be recovered. Customer assumes all risk for safeguarding the passphrase. 3.5 **Consent.** Customer represents that it has obtained all necessary consents from residents, family members, and other data subjects before entering their information into the Service. --- ## 4. INTELLECTUAL PROPERTY 4.1 **Provider IP.** Provider retains all right, title, and interest in the Service, including all software, designs, and documentation. Customer receives a limited, non-exclusive, non-transferable, revocable license to use the Service during the term. 4.2 **Customer Data.** Customer owns all data Customer enters into the Service ("Customer Data"). Customer grants Provider a limited license to host, process, and transmit Customer Data solely to provide the Service. 4.3 **Feedback.** Any feedback or suggestions Customer provides may be used by Provider without restriction or compensation. --- ## 5. CONFIDENTIALITY 5.1 Each Party will protect the other's Confidential Information using the same degree of care it uses for its own confidential information (and no less than reasonable care). 5.2 "Confidential Information" includes business plans, pricing, customer lists, technical information, and any information marked confidential. It does **not** include information that is publicly known, independently developed, or rightfully received from a third party. 5.3 Confidentiality obligations survive termination for **3 years**. --- ## 6. WARRANTIES AND DISCLAIMERS 6.1 **Limited Warranty.** Provider warrants that the Service will perform materially in accordance with its documentation. Customer's exclusive remedy for breach of this warranty is correction of the non-conforming functionality or, if Provider cannot correct it within 30 days, termination and a pro-rated refund of prepaid Fees. 6.2 **DISCLAIMER.** EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED **"AS IS" AND "AS AVAILABLE,"** WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. 6.3 **Not Medical Advice.** The Service is a record-keeping and communication tool. It does **not** provide medical advice, diagnosis, or treatment. Customer is solely responsible for all clinical decisions. 6.4 **No Audit, Inspection, or Compliance Guarantee.** The Service is a workforce, logging, and notification tool. It is **not** a regulatory-compliance product. Provider makes **no warranty, representation, or guarantee** that use of the Service will cause, enable, or assist Customer in passing any state survey, federal inspection, CMS audit, OSHA inspection, state licensing audit, accreditation review (including but not limited to The Joint Commission, CARF, or AAAHC), or any other regulatory or third-party audit. Customer is **solely responsible** for its own regulatory compliance, recordkeeping standards, audit preparation, audit outcomes, and any deficiencies, citations, fines, penalties, or loss of license that result from any audit or inspection, regardless of whether the Service was used in connection with the audited activity. Customer expressly waives any claim against Provider arising from a failed, deficient, or adverse audit, inspection, survey, or accreditation outcome. --- ## 7. LIMITATION OF LIABILITY 7.1 **EXCLUSION.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. 7.2 **CAP.** PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED **THE AMOUNT CUSTOMER PAID PROVIDER IN THE 3 MONTHS** PRECEDING THE EVENT GIVING RISE TO LIABILITY. 7.3 **Carve-outs.** The limitations in 7.1 and 7.2 do **not** apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations; (c) breaches of confidentiality; or (d) Customer's violations of Provider's intellectual property. --- ## 8. INDEMNIFICATION 8.1 **By Customer.** Customer will defend, indemnify, and hold harmless Provider from any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement or law; (c) Customer's failure to obtain required consents; or (d) Customer's clinical decisions. 8.2 **By Provider.** Provider will defend, indemnify, and hold harmless Customer from any third-party claim that the Service infringes a U.S. patent, copyright, or trademark. Provider's sole obligation is to (i) modify the Service to be non-infringing, (ii) obtain a license, or (iii) terminate and refund prepaid unused Fees. --- ## 9. TERM AND TERMINATION 9.1 **Term.** This Agreement begins on the Effective Date and continues month-to-month until terminated. 9.2 **Termination for Convenience.** Either Party may terminate with **30 days' written notice**. No refunds for prepaid Fees in the termination month. 9.3 **Termination for Cause.** Either Party may terminate immediately if the other materially breaches and fails to cure within 15 days of written notice. 9.4 **Effect of Termination.** Upon termination: (a) Customer's access ends; (b) Provider will make Customer Data available for export for **30 days**, after which it will be **permanently deleted**; (c) all unpaid Fees become immediately due. --- ## 10. GENERAL 10.1 **Governing Law.** This Agreement is governed by the laws of the **State of Wyoming**, without regard to conflict of laws principles. 10.2 **Disputes.** Any dispute will be resolved by binding arbitration in **Cheyenne, Wyoming** under the rules of the American Arbitration Association. Each Party waives the right to a jury trial and class action. 10.3 **Notices.** Notices must be sent to the addresses above by email (with confirmation) or certified mail. Provider's notice email: **support@auroa.io**. 10.4 **Assignment.** Customer may not assign without Provider's written consent. Provider may assign to an affiliate or in connection with a merger or sale. 10.5 **Force Majeure.** Neither Party is liable for delays caused by events beyond reasonable control (natural disasters, internet outages, government action, pandemic). 10.6 **Entire Agreement.** This Agreement is the entire agreement between the Parties and supersedes all prior discussions. Amendments must be in writing and signed by both Parties. 10.7 **Severability.** If any provision is unenforceable, the rest remains in effect. --- **IN WITNESS WHEREOF,** the Parties have executed this Agreement as of the Effective Date. **PROVIDER: AUROA LLC** Signature: ______________________________ Name: __________________________________ Title: __________________________________ Date: __________________________________ **CUSTOMER: [CUSTOMER LEGAL NAME]** Signature: ______________________________ Name: __________________________________ Title: __________________________________ Date: __________________________________