TERMS OF SERVICE (2026-08-14)

BY ACCEPTING THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "CUSTOMER" MEANS THAT ENTITY. IF YOU DO NOT HAVE THAT AUTHORITY, OR DO NOT AGREE, DO NOT ACCEPT THIS AGREEMENT AND DO NOT USE THE SERVICES.

This Master Subscription Agreement (this “Agreement”) is between Office Puzzle, Inc., a Delaware corporation with offices at 760 NW 107th Ave, Suite 420, Miami, FL 33172 (“Office Puzzle”), and Customer.

1. Structure of this Agreement

1.1 This Agreement consists of these Subscription Terms together with the Office Puzzle Business Associate Agreement (the “BAA”) and the Office Puzzle Acceptable Use Policy (the “AUP”), each of which is incorporated into and forms part of this Agreement. Customer accepts all three when it registers for the Services.

1.2 If there is a conflict, the following order of precedence applies: (a) the BAA, as to any matter involving Protected Health Information; (b) the AUP; and (c) these Subscription Terms.

1.3 The Office Puzzle Privacy Policy published on the Office Puzzle website describes how Office Puzzle handles information for website visitors and platform users. It is a disclosure, not a contract, and does not create obligations between the parties under this Agreement.

1.4 This Agreement is the entire agreement between the parties regarding the Services and supersedes any prior or contemporaneous understandings, including any prior Office Puzzle Terms of Service. Any terms in a Customer purchase order or other Customer document do not apply, even if Office Puzzle accepts or does not object to that document.

2. The Services and Users

2.1 “Services” means the Office Puzzle subscription platform, together with related products, content, and support that Office Puzzle makes available to Customer.

2.2 Office Puzzle grants Customer a non-exclusive, non-transferable right to permit the individuals Customer authorizes (“Users”) to access and use the Services in accordance with this Agreement. Customer’s subscription is priced per User. Customer may add or remove Users at any time through the Services, and fees adjust as described in Section 8.

2.3 Customer is responsible for its Users’ acts and omissions, for assigning each User a unique account, and for maintaining the confidentiality of its account credentials.

2.4 Free trials. If Customer registers for a free trial, Office Puzzle makes the Services available free of charge until the earlier of the end of the trial period or the start of a paid subscription. Customer may enter Protected Health Information into the Services during a free trial. The BAA applies in full from the moment Customer accepts it, including throughout any trial period, and nothing in this Section limits Office Puzzle’s obligations under the BAA. Apart from the BAA and Section 7, trial Services are provided “AS IS” without warranties.

3. Customer Responsibilities and Acceptable Use

3.1 Customer will use the Services only for its own internal business operations and in compliance with applicable law, including HIPAA, HITECH, CAN-SPAM, the TCPA, and applicable state health-information and professional-licensure requirements.

3.2 Customer will comply with, and will enforce within its organization, the AUP. The AUP includes restrictions on the use of third-party artificial intelligence tools, browser extensions, and automation platforms in connection with the Services. A material violation of the AUP is a material breach of this Agreement.

3.3 Customer will not, and will not permit any third party to: (a) reverse engineer or attempt to derive the source code, models, or algorithms of the Services; (b) copy, modify, or create derivative works of the Services; (c) rent, lease, sublicense, or provide the Services on a service-bureau or timesharing basis; (d) use the Services to build or support a competing product or service; (e) remove any proprietary notices; or (f) circumvent any security, authentication, rate-limiting, or logging control.

3.4 Consents and authorizations. Customer represents and warrants that it has obtained, and will maintain, all consents, authorizations, and permissions required for the information it enters into the Services, including any verifiable parental consent required under the Children’s Online Privacy Protection Act and analogous state laws for individuals under 13, and any authorization required under HIPAA for uses that are not treatment, payment, or health care operations.

3.5 Suspension. Office Puzzle may suspend Customer’s or a User’s access if (a) Customer fails to pay an undisputed amount within ten business days after notice; or (b) Office Puzzle reasonably determines that continued access presents a security risk, exposes Protected Health Information, or violates Section 3. Office Puzzle will give notice as soon as reasonably practicable and will restore access promptly once the cause is resolved. Suspension does not relieve Customer of its payment obligations.

4. Protected Health Information

4.1 Office Puzzle acts as a Business Associate to Customer with respect to Protected Health Information processed through the Services. The BAA governs the parties’ respective obligations for that information and controls over these Subscription Terms as to any matter involving Protected Health Information.

4.2 Customer is responsible for determining what information it enters into the Services and for using the Services consistently with its own Notice of Privacy Practices, its minimum-necessary policies, and its professional and licensure obligations.

5. Customer Data, Ownership, and De-Identified Data

5.1 As between the parties, Customer owns all data, information, and materials Customer or its Users submit to the Services (“Customer Data”). Office Puzzle claims no ownership of Customer Data. Customer is responsible for the accuracy, quality, and legality of Customer Data and for its right to submit it.

5.2 Office Puzzle owns all intellectual property rights in the Services and the underlying software, including all improvements and derivative works. Suggestions and feedback Customer provides may be used by Office Puzzle without restriction or obligation.

5.3 Customer Data is Customer’s Confidential Information under Section 11, except to the extent Customer makes it available to other users or the public through the Services.

5.4 De-identified data. Office Puzzle may use Customer Data that has been de-identified in accordance with the Safe Harbor method under 45 C.F.R. § 164.514(b)(2) or the Expert Determination method under 45 C.F.R. § 164.514(b)(1) to operate, secure, support, analyze, and improve the Services, and to produce aggregated statistics that do not identify Customer, any User, or any individual. Office Puzzle will not attempt, and will not permit any third party to attempt, to re-identify de-identified data. Office Puzzle owns the aggregated statistics it produces.

6. Office Puzzle AI Features

6.1 Some Services include features that use artificial intelligence or machine learning to summarize, classify, generate, or suggest content (“AI Features”). AI Features are an integral part of the Services and are not separately selectable. Office Puzzle may add, change, or discontinue AI Features, and will give Customer at least thirty days’ notice before releasing a new AI Feature that processes Protected Health Information in a materially different way.

6.2 No training on Customer Data. Office Puzzle will not use Customer Data, including Protected Health Information, to train, fine-tune, or adapt any machine-learning model — whether its own, a vendor’s, or a third party’s — except that Office Puzzle may train models on data de-identified in accordance with Section 5.4.

6.3 Human review. AI Features are assistive. Customer remains responsible for reviewing and approving any AI-generated content before it is relied on clinically, submitted to a payor, or provided to a client or family, and for ensuring that a qualified member of Customer’s staff exercises independent professional judgment.

7. Security

7.1 Office Puzzle maintains an information security program designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, appropriate to the nature of the Services and the sensitivity of the data. The program includes:

• encryption of Customer Data in transit over public networks and at rest;
• role-based access controls, unique user credentials, and support for multi-factor authentication;
• restriction of Office Puzzle personnel access to Customer Data to those who need it to perform their duties;
• background screening of personnel with access to production systems, and prompt revocation of access on separation;
• security and HIPAA training for personnel on hire and at least annually;
• a documented incident response process, and periodic review of the security program;
• a written agreement with each vendor that may process Protected Health Information on Office Puzzle’s behalf, requiring protections consistent with this Agreement and the BAA; and
• hosting of production systems in commercial cloud infrastructure that maintains recognized third-party security certifications.

7.2 Office Puzzle will make available, on Customer’s reasonable request and subject to a non-disclosure agreement, a summary description of its security controls and responses to Customer’s standard security questionnaire.

7.3 Office Puzzle maintains insurance appropriate to the Services it provides and will provide a certificate of insurance on Customer’s reasonable request under a non-disclosure agreement. Specific coverages, limits, and any additional-insured status may be agreed in a separate written agreement.

7.4 Office Puzzle may update this Section to reflect changes in its security program, and will give Customer at least thirty days’ notice before any change that would materially reduce the protections described here.

8. Fees and Payment

8.1 Subscription fees. Customer pays a monthly subscription fee for each User at Office Puzzle’s then-current rates. Fees exclude taxes, which are Customer’s responsibility other than taxes on Office Puzzle’s income.

8.2 Billing. Office Puzzle currently bills in arrears at the end of each monthly billing period, prorated for Users added or removed during that period, using the payment method Customer has on file. Office Puzzle may move to advance billing on at least thirty days’ notice. If it does, a User added during a billing period will be charged on a prorated basis for the remainder of that period, and a User removed during a billing period will retain access through the end of the period for which the User has been charged.

8.3 Price changes. Office Puzzle may change its rates on at least thirty days’ notice. A change takes effect at the start of the next billing period after the notice period ends. If Customer does not accept a price change, Customer may cancel under Section 9.

8.4 Late payment. Undisputed amounts not paid when due accrue a late charge of 1.5% per month, or the maximum permitted by law if lower, plus reasonable costs of collection. Customer must raise any good-faith dispute in writing before the due date.

9. Term, Cancellation, and Data on Termination

9.1 This Agreement begins when Customer first accepts it or begins a free trial, whichever is earlier, and continues until cancelled or terminated.

9.2 The subscription renews automatically each month. Either party may cancel at any time. Cancellation takes effect at the end of the monthly billing period in which notice is given, and Customer remains responsible for fees for that period. Office Puzzle does not refund or prorate on cancellation of the subscription as a whole.

9.3 Either party may terminate for the other party’s material breach if the breach is not cured within thirty days after written notice describing it in reasonable detail.

9.4 Customer Data after termination

(a) For sixty days after the effective date of cancellation, termination, or expiration, Office Puzzle will make Customer Data available for Customer to export in a machine-readable format. Customer is responsible for exporting its data during that period.

(b) At any time during that sixty-day period, Customer may instruct Office Puzzle in writing to return or destroy Customer Data, and Office Puzzle will do so in accordance with the BAA.

(c) Office Puzzle has no obligation to retain Customer Data after the sixty-day export period and may delete it at any time thereafter. Office Puzzle does not offer extended or archival retention

(d) Office Puzzle will provide written confirmation of destruction on request.

(e) Customer acknowledges that Customer, not Office Puzzle, is responsible for meeting Customer’s own record-retention obligations under applicable law, professional licensure rules, and payor requirements, and that those periods will in most cases substantially exceed the sixty-day export period. Customer is solely responsible for exporting and independently retaining any records it is required to keep.

9.5 Sections that by their nature should survive will survive, including accrued payment obligations, Sections 5, 10, 11, 12, and 13.

10. Warranties and Disclaimers

10.1 Each party represents that it has the authority to enter into this Agreement.

10.2 Office Puzzle warrants that it will provide the Services in a professional and workmanlike manner and substantially in accordance with its then-current documentation. Customer must report any deficiency within thirty days. Customer’s exclusive remedy for breach of this warranty is re-performance of the deficient Services or, if Office Puzzle cannot re-perform them, a refund of the fees paid for the deficient portion.

10.3 The Services may be unavailable during scheduled maintenance, emergency maintenance, or for causes outside Office Puzzle’s reasonable control. Office Puzzle will use reasonable efforts to give advance notice of scheduled unavailability.

10.4 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, OFFICE PUZZLE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OFFICE PUZZLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE OTHERWISE PROVIDED “AS IS.”

10.5 Office Puzzle does not provide medical, clinical, legal, or billing advice. The Services support Customer’s practice; they do not replace the professional judgment of Customer’s licensed personnel.

11. Confidentiality

11.1 Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use at least reasonable care to protect it, will use it only to perform under this Agreement, and will not disclose it except to those of its personnel and advisors who need it and are bound by comparable obligations.

11.2 These obligations continue for three years after termination, except that obligations with respect to Protected Health Information, Customer Data, and any information constituting a trade secret continue for as long as the information retains its character.

11.3 These obligations do not apply to information that is or becomes public without breach, was already known to the receiving party, is received from a third party without restriction, or is independently developed. A party may disclose Confidential Information if required by law, provided it gives prompt notice where legally permitted and reasonably cooperates in any effort to limit the disclosure.

12. Indemnification

12.1 By Office Puzzle. Office Puzzle will defend Customer against any third-party claim alleging that the Services, used as permitted under this Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, use of the Services outside this Agreement, or combination of the Services with anything not provided by Office Puzzle. If the Services become, or Office Puzzle believes they may become, the subject of such a claim, Office Puzzle may procure the right to continue use, modify or replace the Services, or terminate this Agreement and refund any prepaid unused fees.

12.2 By Customer. Customer will defend Office Puzzle against any third-party claim, and any governmental investigation or enforcement proceeding, arising from (a) Customer Data; (b) Customer’s use of the Services in violation of this Agreement or the AUP, including the third-party artificial intelligence restrictions in the AUP; or (c) Customer’s failure to obtain a consent or authorization required under Section 3.4. Customer will pay damages, penalties, and costs finally awarded or agreed in settlement.

12.3 Procedure. The indemnified party must give prompt written notice, allow the indemnifying party to control the defense and settlement (provided no settlement imposes liability or an admission on the indemnified party without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

13. Limitation of Liability

13.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BAA, THE AUP, AND THE SERVICES, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 SECTION 13.2 DOES NOT APPLY TO: (a) CUSTOMER’S PAYMENT OBLIGATIONS; (b) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2 AND UNDER THE ACCEPTABLE USE POLICY; OR (c) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

14. Notices

14.1 Office Puzzle may give notices of general application by posting in the Services or by email to Customer’s administrator address on record. Notices specific to Customer will be given by email to that address.

14.2 Any notice concerning a security incident, a breach of Protected Health Information, a claim, an indemnification demand, cancellation for breach, or a legal dispute must be given in writing, and the notice mechanics in the BAA control for any notice involving Protected Health Information. Posting in the Services is not sufficient for a notice under this Section.

14.3 Notices to Office Puzzle must be sent to Office Puzzle, Inc., Attn: Legal, 760 NW 107th Ave, Suite 420, Miami, FL 33172, and by email to legal@officepuzzle.com. Notices to Customer will be sent to the administrator address on record, which Customer is responsible for keeping current.

15. General

15.1 Governing law. This Agreement is governed by the laws of the State of Florida, excluding its conflict-of-laws rules, and by applicable United States federal law. The Uniform Computer Information Transactions Act does not apply.

15.2 Dispute resolution

(a) Except as provided in subsection (c), any dispute arising out of or relating to this Agreement, the BAA, the AUP, or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Miami-Dade County, Florida. Judgment on the award may be entered in any court of competent jurisdiction.

(b) Class waiver. Each party may bring claims only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of representative proceeding. If this subsection is found unenforceable, the entirety of subsection (a) is void as to the claim concerned.

(c) Exceptions. Either party may bring an action in a court of competent jurisdiction in Miami-Dade County, Florida for: (i) injunctive or equitable relief to protect intellectual property, Confidential Information, or Protected Health Information; (ii) a claim within the jurisdiction of a small-claims court; or (iii) collection of undisputed fees owed to Office Puzzle.

(d) Confidentiality. Except as necessary to enforce an award or as required by law, neither party nor the arbitrator may disclose the existence, content, or results of an arbitration without the other party’s written consent.

15.3 Changes to this Agreement. Office Puzzle may update these Subscription Terms and the AUP. Office Puzzle will give at least thirty days’ notice of any material change by email and in-product notice. If Customer objects to a material change, Customer may cancel before the change takes effect. Continued use after the effective date constitutes acceptance.

15.4 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 connection with a merger, acquisition, or sale of substantially all of its assets on written notice. Any other purported assignment is void.

15.5 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, employment, or agency relationship.

15.6 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations.

15.7 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. A party’s failure to enforce a provision is not a waiver of it.

15.8 Publicity. Neither party will use the other’s name or marks in publicity without prior written consent, except that Office Puzzle may identify Customer in a list of customers.

15.9 Electronic acceptance. Customer acknowledges that this Agreement is a binding contract even though accepted electronically and not physically signed.

15.10 Separately negotiated agreements. If Customer and Office Puzzle sign a separate written agreement covering the Services, that agreement controls over these Subscription Terms to the extent of any conflict.