EMPLOYER SERVICE AGREEMENT

Last Updated: May 27, 2026

Effective Date: Upon account creation

These Terms and Conditions ("Agreement") set forth the terms and conditions under which MyStethi, LLC ("MyStethi") will provide access to its proprietary technology to Subscriber. The Agreement sets forth the terms and conditions under which Subscriber may Use (as defined herein) MyStethi's platform located at https://mystethi.com/ ("Software"), solely in connection with provider recruitment.

By creating an employer account and accepting this Agreement, Subscriber agrees to be bound by the terms below. This Agreement supplements the MyStethi Terms of Service and Privacy Policy.

1. LICENSE GRANT AND RIGHT OF USE

1.1 License Grant. Subject to all limitations and restrictions contained herein, MyStethi grants Subscriber a subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Software as hosted by MyStethi, as described in the subscription plan selected at sign-up ("Use").

1.2 Use. Subscriber shall not allow any website that is not fully owned by Subscriber to frame, syndicate, distribute, replicate, or copy any portion of Subscriber's web site that provides direct or indirect access to the Software.

1.3 Additional Restrictions. In no event shall Subscriber disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software's operation and creating the original source code or any approximation thereof by, for example, studying the Software's behavior in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Subscriber may use MyStethi's Confidential Information solely in connection with the Software and pursuant to the terms of this Agreement.

2. PAYMENT

2.1 Fees. Subscriber shall pay MyStethi the fees associated with the subscription plan selected at sign-up ("Subscription Fees"). Unless otherwise provided, all fees shall be paid to MyStethi within fifteen (15) days of the date of invoice. The initial payment for the Software must be made on the subscription effective date. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.

2.2 Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Subscriber shall reimburse MyStethi and hold MyStethi harmless for all sales, use, VAT, excise, property or other taxes or levies which MyStethi is required to collect or remit to applicable tax authorities. This provision does not apply to MyStethi's income or franchise taxes, or any taxes for which Subscriber is exempt, provided Subscriber has furnished MyStethi with a valid tax exemption certificate.

3. MAINTENANCE AND SUPPORT SERVICES

3.1 Maintenance. MyStethi shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by MyStethi as defects in the Software ("Maintenance and Support Services"). MyStethi shall use commercially reasonable efforts to begin working on a resolution to Subscriber's written notice of reported problems within fourteen (14) days, provided corrections shall be prioritized in MyStethi's reasonable discretion. A response is not a guaranty of a solution to the reported problem; however MyStethi will keep Subscriber apprised of the resolution closure. Additional features and functions are not included as part of the maintenance and support services.

3.2 Exclusions. MyStethi shall not be obligated to provide Maintenance and Support Services for any software other than the generally available Software delivered to Subscriber pursuant to this Agreement (collectively the "Unsupported Code"). Any MyStethi support services related to Unsupported Code shall be subject to execution of a mutually agreed upon assignment order issued under a professional services agreement.

3.3 Third Parties. MyStethi shall have the right to use third parties, including employees of MyStethi's affiliates and subsidiaries ("Subcontractors") in performance of its obligations and services hereunder and, for purposes of this Section, all references to MyStethi or its employees shall be deemed to include such Subcontractors.

4. OWNERSHIP

4.1 Reservation of Rights. By accepting this Agreement, Subscriber irrevocably acknowledges that, subject to the licenses granted herein, Subscriber has no ownership interest in the Software or MyStethi materials provided to Subscriber. MyStethi shall own all right, title, and interest in all such Software and MyStethi materials, subject to any limitations associated with intellectual property rights of third parties. MyStethi reserves all rights not specifically granted herein.

4.2 Data. Subscriber shall own all data collected through the Software including, but not limited to, user data ("Subscriber Data"). MyStethi will not sell or disclose the Subscriber Data on an individual (non-aggregated) basis. MyStethi may aggregate de-identified Subscriber Data, including with the data of other MyStethi customers, and analyze such Subscriber Data and user behavior data including use of aggregate data to (i) help develop new features of the Software; (ii) recommend areas for examination or improvement; (iii) train algorithms and machine learning; (iv) improve conversational artificial intelligence; (v) analyze, compare, and benchmark Subscriber Data; and (vi) for any other legal purpose. To the extent that use of Subscriber Data and user behavior data gathered by MyStethi would require a license, Subscriber hereby automatically grants such royalty-free license to MyStethi.

4.3 Tools. MyStethi reserves the right to select and use any technology and development tools, including but not limited to generative artificial intelligence ("AI") and machine learning models, at its sole discretion to assist in the performance of this Agreement.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.

5.2 Confidentiality of Software. All Confidential Information in tangible form shall be marked as "Confidential" or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed MyStethi Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by MyStethi; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.

5.3 Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party's Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts to minimize the required disclosure.

5.4 Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software or other Confidential Information to Subscriber or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the MyStethi Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.

5.5 Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party's Confidential Information only to those employees or Subcontractors who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

5.6 Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

5.7 Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Subscriber regarding the Software or other MyStethi materials provided to Subscriber shall be owned by MyStethi, and Subscriber hereby agrees to assign any such rights to MyStethi. Nothing in this Agreement shall preclude MyStethi from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by MyStethi in the performance of services hereunder.

6. WARRANTY

6.1 Authorized Representative. Subscriber and MyStethi warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.

6.2 Disclaimer of Warranties. Subscriber acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. THE MATERIALS ACCESSABLE THROUGH THE SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. MYSTETHI SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DATA, CONTENT OR MATERIALS ACCESSED THROUGH THE SOFTWARE AND MYSTETHI MAKES NO REPRESENTATION THAT ANY DATA, CONTENT OR MATERIALS IS ACCURATE OR COMPLETE. MYSTETHI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

6.3 No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Subscriber has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of MyStethi.

7. LIMITATION OF LIABILITY

7.1 Liability Cap. IN NO EVENT SHALL MYSTETHI BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY SUBSCRIBER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

7.2 Disclaimer of Damages. IN NO EVENT SHALL MYSTETHI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

8. TERM AND TERMINATION

8.1 Termination by MyStethi. This Agreement and any license created hereunder may be terminated by MyStethi (i) if Subscriber fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Subscriber if Subscriber fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Subscriber files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

8.2 Termination by Subscriber. This Agreement may be terminated by Subscriber on thirty (30) days written notice to MyStethi if MyStethi fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from MyStethi's receipt of Subscriber's notice or a longer period if MyStethi is working diligently towards a cure.

8.3 Termination. Upon termination of this Agreement, Subscriber shall no longer access the Software and Subscriber shall not circumvent any security mechanisms contained therein.

8.4 Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Subscriber's obligation to pay all fees that have accrued or are otherwise owed by Subscriber under this Agreement.

9. MISCELLANEOUS

9.1 Compliance With Laws. Subscriber agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.

9.2 Assignment. Subscriber may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of MyStethi. Any assignment or transfer in violation of this Section shall be null and void.

9.3 Survival. The provisions set forth in Sections 2, 4, 6.2, 7, 8.4, and 9 of this Agreement and any applicable license hereunder shall survive termination or expiration of this Agreement.

9.4 Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address associated with Subscriber's account or to such other address as the parties may designate. Unless otherwise specified, all notices to MyStethi shall be sent to the attention of the CEO. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.

9.5 Force Majeure. MyStethi shall not be liable to Subscriber for any delay or failure of MyStethi to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of MyStethi. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Subscriber in providing required resources or support or performing any other requirements hereunder.

9.6 Restricted Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Subscriber shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.

9.7 Entire Agreement. This Agreement, together with the MyStethi Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto.

9.8 Modifications. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.

9.9 Nonsolicitation. During the term of this Agreement and for a period of two (2) years thereafter, Subscriber agrees not to hire, solicit, or attempt to solicit, the services of any employee or Subcontractor of MyStethi without the prior written consent of MyStethi. Subscriber further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of MyStethi for a period of one (1) year from such former employee's or Subcontractor's last date of service with MyStethi. Violation of this provision shall entitle MyStethi to liquidated damages against Subscriber equal to two hundred percent (200%) of the solicited person's gross annual compensation.

9.10 Publicity. Subscriber agrees to cooperate with MyStethi (i) in preparation of at least one (1) press release, where the aforementioned materials can be used in/on MyStethi's Web site, marketing materials, trade shows, public advertisements, and other associated marketing uses ("MyStethi Marketing Materials"); and (ii) in preparation of a MyStethi-sponsored testimonial advertisement to be published on digital or printed media platforms, including but not limited to online news outlets, industry blogs, social media channels, and other digital or printed publications as well as for use in MyStethi Marketing Materials. The parties further agree that MyStethi may include Subscriber's logo on publicly displayed customer lists (including MyStethi's Internet Web site and public advertisements).

9.11 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

9.12 Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

9.13 Choice of Law. This Agreement shall be governed and interpreted by the laws of the state of Texas without regard to the conflicts of law provisions of any state or jurisdiction. Any action related to this Agreement shall be brought in the state or federal courts located in Austin, Texas and Subscriber hereby submits to the exclusive jurisdiction of such courts.