MASTER SUBSCRIPTION AGREEMENT

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Effective Date: January 15, 2026

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THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU ("CUSTOMER," "LICENSEE," "YOU," OR "YOUR") AND CIRCA THERA CORP. ("CIRCATHERA," "COMPANY," "WE," "US," OR "OUR"). BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICES.

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1. DEFINITIONS

"Services" means CircaThera's Circle of Care platform, including all software applications, tools, features, integrations, APIs, mobile applications, documentation, and support services.

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"Software" or "Platform" means the proprietary web-based and mobile application software that provides multidisciplinary clinical care management, including but not limited to: therapy documentation, scheduling, billing, progress tracking, AI-powered recommendations, revenue cycle management, and collaborative tools for ABA, SLP, OT, PT, behavioral health, mental health, and special education.

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"Customer Data" or "Learner Data" means all data, information, and content submitted, uploaded, or generated by Customer or Users through the Services, including but not limited to clinical records, treatment plans, progress notes, assessment data, and billing information.

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"User" means any individual authorized by Customer to access and use the Services, including therapists, educators, administrators, and family members.

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"Subscription Term" means the period during which Customer has an active subscription to the Services.

 

"Confidential Information" means all non-public information disclosed by one Party to the other, including but not limited to business plans, technical data, Customer Data, pricing, and proprietary methodologies.

 

2. GRANT OF LICENSE

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2.1 License Grant

Subject to the terms and conditions of this Agreement, CircaThera grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Services solely for Customer's internal business purposes during the Subscription Term. This license includes the right to permit authorized Users to access and use the Services on Customer's behalf.

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2.2 License Restrictions

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Customer shall NOT:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services

• Modify, adapt, translate, or create derivative works based on the Services

• Copy, reproduce, or distribute the Services except as expressly permitted

• Remove, alter, or obscure any proprietary notices or labels

• Use the Services to develop competing products or services

• Sublicense, resell, rent, lease, or otherwise transfer rights to the Services

• Use the Services for benchmarking or competitive analysis purposes

• Access or use the Services to build similar or competitive functionality

 

3. SUBSCRIPTION FEES AND PAYMENT

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3.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form or pricing schedule. Fees are based on the number of active Learners, selected feature tiers, and optional services (such as Revenue Cycle Management). All fees are in U.S. dollars and are non-refundable except as expressly provided in this Agreement.

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3.2 Payment Terms

Invoices are due within fifteen (15) days of issuance ("Net 15"). Late payments will incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. If payment is not received within thirty (30) days of the due date, CircaThera may suspend Services until payment is received. Reactivation after suspension requires payment of all outstanding amounts plus a $250 reactivation fee.

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3.3 Revenue Cycle Management Fees

If Customer utilizes CircaThera's Revenue Cycle Management (RCM) module, an additional service fee of five percent (5%) of total billings processed through the module will apply. This fee is calculated monthly based on successfully processed claims and will be included in the monthly invoice.

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3.4 Fee Adjustments

CircaThera may adjust subscription fees annually with at least sixty (60) days' written notice. Annual fee increases shall not exceed ten percent (10%) unless otherwise agreed in writing. Minimum monthly fees apply as specified in the Order Form; if usage-based fees fall below the minimum, the minimum fee will be charged.

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4. TERM AND TERMINATION

 

4.1 Initial Term and Renewal

The initial Subscription Term is twelve (12) months commencing on the Effective Date. This Agreement will automatically renew for successive twelve (12) month periods unless either Party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.

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4.2 Termination for Breach

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

 

4.3 Early Termination by Customer

If Customer elects to terminate this Agreement before the end of the Subscription Term without cause, Customer shall pay an early termination fee equal to one hundred percent (100%) of the remaining subscription fees due under the Agreement.

 

4.4 Effect of Termination

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Upon termination or expiration:

• Customer's right to access and use the Services immediately ceases

• Customer remains liable for all unpaid fees

• CircaThera will provide Customer Data export for sixty (60) days (standard CSV/JSON format)

• After sixty (60) days, CircaThera may delete Customer Data per its retention policy- unless a longer period is required by applicable law or agreed in writing

 

5. CUSTOMER OBLIGATIONS

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5.1 Compliance with Laws

Customer shall comply with all applicable federal, state, and local laws, regulations, and professional standards in connection with its use of the Services, including but not limited to HIPAA, FERPA, state licensure requirements, and data protection laws.
 

5.2 Data Accuracy and Responsibility

Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. CircaThera has no obligation to review Customer Data for accuracy or compliance and shall not be liable for the content, accuracy, or legality of Customer Data.

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5.3 User Management

Customer is responsible for: (a) maintaining the confidentiality of User credentials; (b) all activities that occur under User accounts; (c) ensuring Users comply with this Agreement and applicable laws; and (d) promptly notifying CircaThera of any unauthorized access or security breach.

 

5.4 Acceptable Use

Customer shall NOT use the Services to:

• Violate any laws, regulations, or third-party rights

• Transmit malicious code, viruses, or harmful software

• Interfere with or disrupt the Services or servers

• Access or attempt to access data or accounts not authorized

• Engage in fraudulent, harassing, or abusive conduct

• Use Services for illegal activities or to harm minors

 

6. INTELLECTUAL PROPERTY

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6.1 CircaThera Intellectual Property

CircaThera retains all right, title, and interest in and to the Services, including all software, algorithms, AI models, documentation, trademarks, logos, and other intellectual property ("CircaThera IP"). Customer acquires no ownership rights except the limited license granted herein. CircaThera IP does not include Customer Data.

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6.2 Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. Customer grants CircaThera a limited, worldwide, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to provide the Services and as otherwise authorized by this Agreement or applicable law.

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6.3 Aggregated Data

CircaThera may collect, use, and disclose aggregated and de-identified data derived from Customer Data for purposes of improving the Services, developing new features, conducting research, and creating industry benchmarks. Such aggregated data does not identify Customer or any individual and remains CircaThera's property. Such aggregated data shall not be used to identify Customer, Learners, or individual Users.

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7. CONFIDENTIALITY

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7.1 Definition

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Customer's Confidential Information includes Customer Data. CircaThera's Confidential Information includes the Services, technical specifications, pricing, and business strategies.

 

7.2 Protection Obligations

The Receiving Party shall: (a) use Confidential Information solely for purposes of this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations; and (d) promptly notify the Disclosing Party of any unauthorized disclosure.

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7.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement

• Was rightfully known prior to disclosure without confidentiality obligations

• Is rightfully received from a third party without confidentiality restrictions

• Is independently developed without use of or reference to Confidential Information

 

7.4 Compelled Disclosure

If Receiving Party is compelled by law to disclose Confidential Information, it shall promptly notify Disclosing Party (unless legally prohibited), cooperate in seeking protective orders, and disclose only the minimum information required.

 

8. DATA PRIVACY AND SECURITY

 

8.1 Privacy Policy

CircaThera's collection, use, and protection of personal information is governed by the CircaThera Privacy Policy, which is incorporated by reference into this Agreement.

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8.2 HIPAA Compliance

When Customer is a HIPAA-covered entity or business associate and uses the Services to create, receive, maintain, or transmit Protected Health Information (PHI), the Parties shall execute a separate Business Associate Agreement (BAA) governing such PHI. The BAA is incorporated by reference and, in the event of conflict with this Agreement regarding PHI, the BAA shall control.

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8.3 FERPA Compliance

When Customer is an educational agency or institution subject to FERPA, CircaThera operates as a "school official" with a "legitimate educational interest" in student records. CircaThera will use Education Records solely to provide Services and will not re-disclose such records except as permitted by FERPA or as directed by Customer.

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8.4 Security Measures

CircaThera implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data, including encryption (AES-256 at rest, TLS 1.3+ in transit), access controls, audit logging, intrusion detection, and regular security assessments. Detailed security practices are available in the CircaThera Security Documentation, available upon request.

9. WARRANTIES AND DISCLAIMERS

9.1 Limited Warranty

CircaThera warrants that: (a) it has the right and authority to enter into this Agreement and grant the licenses herein; (b) the Services will perform substantially in accordance with the applicable documentation; and (c) CircaThera will perform Services in a professional and workmanlike manner consistent with industry standards.

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9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CIRCATHERA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CIRCATHERA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

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10. LIMITATION OF LIABILITY

 

10.1 Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIRCATHERA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CIRCATHERA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations; (c) either Party's breach of confidentiality obligations; (d) Customer's violation of CircaThera's intellectual property rights; or (e) liability that cannot be limited by law.

 

11. INDEMNIFICATION

 

11.1 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless CircaThera and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Customer's use or misuse of the Services; (b) Customer Data or its infringement of third-party rights; (c) Customer's violation of laws or regulations; (d) Customer's breach of this Agreement; or (e) negligence or willful misconduct by Customer or its Users.

 

11.2 Indemnification by CircaThera

CircaThera shall defend, indemnify, and hold harmless Customer from and against any claims alleging that the Services, as provided by CircaThera and used in accordance with this Agreement, infringe or misappropriate any U.S. patent, copyright, or trade secret. If the Services become, or in CircaThera's opinion are likely to become, the subject of an infringement claim, CircaThera may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) replace or modify the Services to be non-infringing while remaining functionally equivalent; or (c) terminate the Agreement and refund pro-rated prepaid fees for the unused portion of the Subscription Term.

 

11.3 Indemnification Procedures

The indemnified Party shall: (a) promptly notify the indemnifying Party of the claim in writing; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) reasonably cooperate in the defense. The indemnifying Party shall not settle any claim in a manner that imposes liability or obligations on the indemnified Party without the indemnified Party's prior written consent.

 

12. GENERAL PROVISIONS

 

12.1 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The Parties consent to the exclusive jurisdiction of the federal and state courts located in Wilmington, Delaware for any disputes arising out of or related to this Agreement.

 

12.2 Entire Agreement

This Agreement, including all incorporated documents (Privacy Policy, BAA, SLA, and Order Forms), constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

 

12.3 Amendments

CircaThera may modify this Agreement from time to time by providing at least thirty (30) days' written notice. Continued use of the Services after the effective date of the modification constitutes acceptance. Material changes that adversely affect Customer's rights will require Customer's affirmative consent.

 

12.4 Assignment

Customer may not assign or transfer this Agreement without CircaThera's prior written consent. CircaThera may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Any attempted assignment in violation of this section is void.

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12.5 Force Majeure

Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, epidemics, pandemics, government actions, or failures of third-party infrastructure (excluding payment obligations).

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12.6 Notices

All notices required under this Agreement shall be in writing and delivered by email (with confirmation), certified mail, or overnight courier to the addresses specified in the Order Form or as updated in writing by either Party.

 

12.7 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

 

12.8 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. No failure or delay in exercising any right shall constitute a waiver.

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12.9 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including DocuSign, Adobe Sign) shall have the same force and effect as original signatures.

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12.10 Survival

 

Sections 4.4, 5.2, 6, 7, 8.2, 9.2, 10, 11, and 12 shall survive termination or expiration of this Agreement.

 

 

"Unified by Science. Driven by Compassion."

END OF MASTER SUBSCRIPTION AGREEMENT