Terms of UseEffective Date: 28th November 2025

1. Introduction

These Terms of Use (“Terms”) constitute a binding legal agreement between you (“you” or “your”) and Doceree Inc., a Delaware corporation with its principal place of business in the United States, together with its global affiliates, subsidiaries, and related entities (collectively, “Doceree,” “we,” “us,” or “our”).

These Terms govern your access to and use of the Spark Platform, Doceree’s proprietary, cloud-based system that enables the delivery of real-time, clinical-context–aligned messaging (“Spark Messages”) within approved electronic health record (“EHR”) workflows, health-system environments, and other authorized publisher properties. These Terms apply to all associated websites, portals, administrative consoles, tools, APIs, software components, documentation, training resources, dashboards, and related digital assets made available by Doceree (collectively, the “Services”).

Spark is designed to deliver context-appropriate, de-identified, workflow-aligned messages, including Drug Spark, Trial Spark, and Co-Pay Spark, based solely on publisher-controlled, de-identified clinical workflow signals. The Spark Platform does not operate as an advertising exchange, demand-side platform, or media optimization solution, and does not involve impression-based ad delivery, behavioral targeting, advertising identifiers, or campaign-based optimization. Spark does not process, access, or require personal health information (“PHI”), patient identifiers, or identifiable clinical data. All Spark Messages are delivered within tightly controlled, publisher-approved, compliance-vetted workflow surfaces to support responsible communication in healthcare environments.

The Spark Platform Portal (the “Portal”) provides authorized users, including publishers, EHR partners, and health-system administrators, with access to configuration tools, integration management, reporting interfaces, operational diagnostics, and administrative controls. The Portal is intended solely for professional, institutional, and enterprise use. Nothing in the Spark Platform or Portal constitutes medical, clinical, diagnostic, pharmaceutical, or treatment advice. Any information, content, or message surfaced through Spark is for informational, programmatic, or workflow-support purposes only and must never be relied upon as clinical guidance or used as a substitute for professional judgment.

Certain Spark-related functionality may rely on or interoperate with third-party providers, including hosting vendors, analytics platforms, authentication partners, workflow integration systems, or optional operational tools (“Third-Party Services”). Doceree does not control or guarantee the accuracy, availability, or performance of such Third-Party Services and is not responsible for their content, practices, or policies. Your use of any Third-Party Services remains subject to the terms and conditions of those providers.

By accessing, using, or registering for the Spark Platform or Portal, you acknowledge that you have read, understood, and agree to be legally bound by these Terms, including any provisions governing limitations of liability, disclaimers, and dispute resolution. If you do not agree to these Terms, you must not use the Spark Platform or Portal.

If you access or use the Spark Platform on behalf of a company, healthcare institution, health-system organization, EHR vendor, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms. In such circumstances, references to “you” or “your” shall include both you individually and the applicable entity.

Certain components of the Spark Platform may be subject to additional policies, technical requirements, documentation, or program-specific terms (“Supplemental Terms”). Supplemental Terms will be presented or made available in connection with the relevant feature or integration and are incorporated into these Terms by reference. If a conflict arises between these Terms and any Supplemental Terms, the Supplemental Terms will govern the specific Services to which they relate.

Our collection, use, disclosure, and protection of information processed through the Spark Platform Portal is governed by our Spark Privacy Policy, which is incorporated by reference into these Terms. We strongly encourage you to read the Privacy Policy before accessing or using the Spark Platform.

Doceree reserves the right, in its sole discretion, to amend, update, or modify these Terms at any time to reflect changes in our Services, operational needs, legal obligations, or regulatory requirements. Any updates will be effective upon posting the revised Terms or as otherwise required by law. The “Effective Date” above identifies the current version. Your continued use of the Spark Platform after changes are posted constitutes your acceptance of the updated Terms. If you do not agree to a revised version, you must immediately stop using the Services.

The version of these Terms currently posted on the Spark Platform shall govern and supersede all prior versions. Doceree may retain historical versions for archival or compliance purposes, but such versions will not control your use of the Services.

2. Scope of Services and Use

Access and Authorization

You may access and use the Spark Platform and the Spark Platform Portal only if you have been expressly authorized by Doceree or by an approved publisher, EHR vendor, or health-system partner acting within its contractual relationship with Doceree. User accounts, API keys, and credentials are personal to the individual to whom they are issued and may not be shared, transferred, or used by any other person or entity. You are responsible for maintaining the confidentiality of your login information and for all actions taken under your account. You must notify Doceree immediately of any unauthorized access, suspected misuse, credential compromise, or security incident.

Use of Services

The Spark Platform provides tools, integrations, configuration interfaces, workflow-specific messaging controls, and reporting dashboards that enable publishers, EHR systems, and health-system partners to deliver Spark Messages, within approved workflows. You agree to use the Spark Platform and Portal strictly in accordance with:

• These Terms and any Supplemental Terms;
• Technical documentation, integration guidelines, and workflow specifications provided by Doceree;
• All applicable federal, state, and international laws, including privacy, security, data-governance, and healthcare compliance requirements; and
• Workflow, placement, and display restrictions communicated by Doceree to ensure clinical appropriateness and patient-safety standards.

The Spark Platform does not support general advertising, behavioral targeting, consumer marketing, or impression-based media. You may not use Spark for any purpose other than delivering approved Spark Messages in accordance with authorized workflows.

Spark Message Delivery and Placement

Spark Messages are delivered exclusively through publisher-controlled, de-identified workflow signals generated within approved EHR or health-system environments. Doceree may provide message templates, operational guidance, or standardized clinical-context logic solely to support appropriate implementation. All such materials are provided “as is” and without warranty. You retain sole responsibility for ensuring:

• Messages appear only on approved clinical surfaces;
• Workflow integrations comply with applicable privacy and regulatory requirements;
• No Spark Message interferes with clinical decision-making, patient care, or required system functionality;
• All implementations follow Doceree’s technical specifications and placement restrictions.

Doceree reserves the right to disable any workflow integration or message placement that, in its sole discretion, violates technical guidelines, clinical safety requirements, or regulatory obligations.

Third-Party and Affiliate Access

Portions of the Spark Platform may rely on Third-Party Services such as authentication vendors, analytics providers, infrastructure hosts, or workflow-integration tools. Doceree does not control or guarantee the performance or practices of such third parties, and your use of their services is subject to the third party’s own terms and policies.

Affiliated organizations (including EHR partners or health-system subsidiaries) may be granted access to the Spark Platform through separate agreements approved by Doceree. Each such affiliate is independently bound by these Terms and any applicable Supplemental Terms.

Resale and Allocation Rights

Doceree retains the right to make Spark Messages, workflow surfaces, and program inventory available to authorized partners, including international affiliates, joint ventures, or enterprise distributors, in accordance with applicable agreements. Such allocation or resale does not require your prior approval and does not modify your obligations under these Terms.

Modifications and Additional Services

Any request for Spark-related services that fall outside the scope of your existing access or integration (including custom workflow development, enhanced reporting modules, optional technical features, or enterprise tools) must be documented in writing and approved by Doceree. Doceree is not obligated to provide additional services unless mutually agreed in a written amendment or order form.

Operational Responsibility

The Spark Platform provides contextual-workflow messaging based on automated signals, operational rules, and publisher configurations. All outputs, insights, or operational recommendations are intended solely to support workflow-appropriate message delivery and system performance. You remain fully responsible for:

3. Eligibility

You may access and use the Services only if you (a) are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract, and (b) if acting on behalf of a company, healthcare institution, agency, or other legal entity, are duly authorized to bind that entity to these Terms. By accessing or using the Services, you represent and warrant that you satisfy these criteria. The Services are intended for use only by residents of the United States and its territories. If you do not meet these requirements, you must not access or use the Services.

The Spark Platform is intended solely for professional use by authorized publishers, EHR organizations, health systems, and other approved healthcare-related partners. It is not a consumer-facing product and is not intended for use by the general public or patients. Access is limited to approved regions in which the Spark Platform is made available and compliant with applicable laws and regulatory requirements. If you do not meet these eligibility requirements, or if you are prohibited from receiving or using the Spark Services under applicable law, you must not access or use the Spark Platform.

4. Services are provided “as-is”

THE SPARK PLATFORM, INCLUDING ALL RELATED PORTAL FEATURES, TOOLS, DASHBOARDS, WORKFLOW INTEGRATIONS, APIS, TECHNICAL DOCUMENTATION, SPARK MESSAGE, CONFIGURATION INTERFACES, AND ANY THIRD-PARTY SERVICES OR CONTENT MADE AVAILABLE THROUGH THE PLATFORM, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, DOCEREE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, DATA RELIABILITY, OR SYSTEM AVAILABILITY. WE DO NOT WARRANT THAT THE SPARK PLATFORM (OR ANY SPARK MESSAGES) WILL MEET YOUR TECHNICAL OR WORKFLOW REQUIREMENTS, OPERATE UNINTERRUPTED OR ERROR-FREE, OR BE FREE OF SECURITY VULNERABILITIES, VIRUSES, OR HARMFUL COMPONENTS.

DOCEREE DOES NOT GUARANTEE THE DELIVERY, TRIGGERING, FREQUENCY, CONTEXT, PERFORMANCE, OR EFFECTIVENESS OF ANY SPARK MESSAGE (INCLUDING DRUG SPARK, TRIAL SPARK, OR CO-PAY SPARK), NOR THE ACCURACY OF WORKFLOW SIGNALS, CONTEXTUAL LOGIC, THIRD-PARTY SYSTEM DATA, OR ANY EHR OR HEALTH-SYSTEM INTEGRATION. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE TECHNICAL, OPERATIONAL, REGULATORY, AND WORKFLOW REQUIREMENTS OF YOUR ENVIRONMENT AND FOR ENSURING THAT THE IMPLEMENTATION OF SPARK MESSAGES COMPLIES WITH ALL APPLICABLE PRIVACY, SECURITY, AND HEALTHCARE REGULATIONS.

ANY MATERIALS, SIGNALS, WORKFLOW OUTPUTS, OR INSIGHTS OBTAINED THROUGH THE SPARK PLATFORM, INCLUDING AUTOMATED OR AI-ASSISTED RECOMMENDATIONS, ARE USED AT YOUR OWN DISCRETION AND RISK. THEY ARE PROVIDED FOR OPERATIONAL SUPPORT ONLY AND ARE NOT GUARANTEED TO BE ACCURATE, COMPLETE, TIMELY, OR CLINICALLY APPROPRIATE.

DOCEREE MAY MODIFY, SUSPEND, OR DISCONTINUE ANY FEATURE, MODULE, OR COMPONENT OF THE SPARK PLATFORM AT ANY TIME WITHOUT PRIOR NOTICE AND SHALL NOT BE LIABLE FOR INTERRUPTIONS, DATA LOSS, OR ERRORS CAUSED BY EHR SYSTEMS, HEALTH-SYSTEM INFRASTRUCTURE, THIRD-PARTY TECHNOLOGIES, NETWORK FAILURES, OR OTHER FACTORS OUTSIDE DOCEREE’S REASONABLE CONTROL.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY LIMITATIONS. IN SUCH CASES, THIS DISCLAIMER APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5. Access, License, and Use of the Spark Platform

Grant of License

Subject to your continuous compliance with these Terms, all applicable Supplemental Terms, and Doceree’s technical and operational policies, Doceree grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Spark Platform and the Spark Platform Portal solely for the purpose of: (a) configuring approved workflow integrations; (b) receiving, displaying, and managing authorized Spark Messages; and (c) using reporting, analytics, and operational tools made available through the Platform.

This license does not grant any rights to modify, copy, distribute, resell, or create derivative works of the Spark Platform or its components. All rights not expressly granted remain the exclusive property of Doceree.

Account Access and Credentials

Access to the Spark Platform requires creation of an authorized account. Credentials may only be used by the individual to whom they are issued and may not be shared with affiliates, contractors, or third parties without Doceree’s express written consent.

You are solely responsible for maintaining the confidentiality and security of all login credentials, API keys, and integration tokens, and for all activity performed under your account, whether authorized or not. You must immediately notify Doceree of any suspected compromise, unauthorized access, or security incident involving your account or systems. Doceree disclaims liability for unauthorized use except where caused solely by Doceree’s willful misconduct.

Integration and Technical Compliance

You must implement all Spark integrations, workflow placements, contextual triggers, APIs, SDKs, and technical components strictly in accordance with Doceree’s integration guides, clinical-safety requirements, security specifications, and workflow documentation.

You may not modify, disable, circumvent, or interfere with any Spark functionality, including de-identified workflow signals, contextual-trigger rules, message-level controls, clinical-surface restrictions, or security and audit mechanisms.

Doceree may monitor or audit your Spark implementation to verify compliance. Doceree may suspend or terminate access immediately if your integration:

• Violates technical or workflow safety requirements;
• Exposes patients, clinicians, or systems to operational risk;
• Violates privacy, security, or regulatory obligations; or
• Creates legal, reputational, or technical risk for Doceree.

Use Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, translate, distribute, or create derivative works of the Spark Platform, Spark Messages, workflow logic, or Software;
• Reverse engineer, decompile, disassemble, probe, or attempt to derive any source code or underlying models except where permitted by law;
• Interfere with or disrupt Spark operations, including contextual triggers, workflow signals, routing logic, or system performance;
• Circumvent any security controls, data-protection mechanisms, or message-integrity safeguards;
• Misrepresent your identity, impersonate any entity, or access Spark on behalf of unauthorized parties;
• Introduce malware, exploits, automated agents, or harmful code into the Spark Platform or connected EHR environments; or
• Resell, sublicense, lease, transfer, or otherwise provide access to the Spark Platform to any third party.

Users must not access or use the Spark Platform in any manner that is unlawful, harmful, unsafe, disruptive, or inconsistent with applicable clinical, security, or privacy regulations. All use must comply with institutional policies, healthcare workflow rules, and this Terms of Use.

Content and Demand Responsibilities

• Your Content: You are solely responsible for selecting and configuring the workflow surfaces within your environment on which Spark Messages will appear. This responsibility includes ensuring that all designated surfaces are clinically appropriate, operationally suitable, and contextually accurate for the message types supported by the Spark Platform. You are further responsible for securing all required institutional permissions, internal governance approvals, and compliance validations necessary to implement Spark within your EHR or health-system environment.
  
  You must ensure that Spark Messages do not appear on prohibited or clinically sensitive screens, including but not limited to medication ordering interfaces, problem-list entry screens, CDS alert surfaces, lab results pages, patient identification headers, or any other location where such messaging could interfere with patient care or clinical decision-making. You represent and warrant that your workflow design, technical configuration, and system environment comply with all applicable privacy laws, healthcare regulations, technical specifications, and organizational IT and clinical-governance requirements.
  
  You agree to defend, indemnify, and hold harmless Doceree and its affiliates from any claims, liabilities, or damages arising from your workflow configuration, system behavior, or improper display of Spark Messages, except to the extent such harm results from Doceree’s gross negligence or willful misconduct.
• Doceree Rights: Doceree does not independently verify or approve the workflow surfaces you select or the behavior of your environment. Doceree may, at any time and without liability, disable, suspend, restrict, or terminate message delivery or access to the Spark Platform if it determines that your implementation violates these Terms, introduces clinical, privacy, or operational risk, conflicts with Spark platform guidelines, or fails to comply with applicable laws, regulations, or healthcare standards. Doceree retains sole discretion to take any action necessary to protect clinical integrity, platform stability, and regulatory compliance.

Privacy and Data Obligations

You are required to maintain and publicly display a privacy policy on your institutional website or digital properties that accurately disclose your use of third-party technologies, including the Spark Platform Portal. This policy must clearly explain your data-collection and usage practices, your compliance with applicable privacy and security laws, and the fact that workflow signals used to deliver Spark Messages are de-identified, non-PHI, and generated solely within your controlled environment.

You may not collect, transmit, process, or disclose personal information, PHI, or any regulated health data through the Spark Platform except as permitted by applicable law and only in accordance with Doceree’s technical documentation, contractual requirements, and security standards. Any unauthorized use, transmission, or handling of such data constitutes a material breach of these Terms.

Protection of Doceree Relationships

You are prohibited from directly contacting or attempting to contract with any Spark Message sponsor, brand, pharmaceutical company, or clinical partner discovered through the Spark Platform in a manner that bypasses Doceree. Any such activity constitutes material breach and grounds for immediate termination.

Service Changes and Suspension

Doceree may modify, update, enhance, limit, discontinue, or remove any feature, workflow component, integration requirement, or capability of the Spark Platform at any time based on operational, legal, technical, regulatory, or safety considerations. Such changes may occur with or without prior notice and may affect how Spark Messages are delivered or integrated within your environment.

Doceree may suspend, restrict, or terminate your access to the Spark Platform, immediately and without prior notice, if your implementation breaches this Section 5, presents clinical, privacy, operational, or regulatory risk, disrupts platform performance or stability, violates security requirements, or otherwise threatens Doceree’s legal, reputational, or technical interests. Suspension or modification of access does not relieve you of any obligations incurred prior to such action.

6. Intellectual Property and Brand Rights

Ownership of Intellectual Property

All rights, title, and interest in and to the Spark Platform, including the Spark Platform Portal, workflow-integration components, contextual-trigger logic, message-delivery systems, reporting dashboards, APIs, software, documentation, technical specifications, and all derivative works, enhancements, or improvements thereto, are and shall remain the exclusive property of Doceree and its licensors. Your access to the Spark Platform grants only the limited rights expressly provided in these Terms, and no additional licenses, whether by implication, estoppel, or otherwise, are granted.

You agree not to copy, adapt, translate, reverse-engineer, decompile, disassemble, modify, or attempt to derive the source code, architecture, logic, workflow models, or underlying technology of the Spark Platform, nor assist any third party in doing so. Any unauthorized use of the Spark Platform, including misuse of Spark Messages, workflow integrations, or technical components, constitutes a violation of Doceree’s intellectual property rights and may result in immediate suspension or termination of access and pursuit of all legally available remedies.

Use of Brand Features

The names, marks, logos, product identifiers, and other brand features associated with Doceree, including the Spark Platform, Drug Spark, Trial Spark, and Co-Pay Spark (collectively, “Doceree Marks”), are proprietary to Doceree. Nothing in these Terms grants you the right to use, display, register, or reference any Doceree Mark without Doceree’s prior written approval. Any permitted use of Doceree Marks shall inure exclusively to the benefit of Doceree.

You grant Doceree a non-exclusive, worldwide, royalty-free, transferable license to use your trade name, trademarks, service marks, and logos (“Your Brand Features”) in Doceree marketing materials, case studies, presentations, publisher lists, and announcements relating to the Spark Platform, provided that such use does not alter or misrepresent your branding. You may revoke this permission in writing, but such revocation will not affect materials already produced or distributed by Doceree.

7. Your Commitments

You agree that any EHR system, health-system environment, workflow module, or digital property through which you access or implement the Spark Platform will comply with all applicable laws, regulations, contractual obligations, and industry standards, including those governing privacy, data protection, information security, and healthcare operations. You further agree that your environment will not contain or introduce content, configurations, or technical elements that are unlawful, deceptive, disruptive, defamatory, obscene, hateful, invasive of privacy, or otherwise inappropriate within a professional clinical setting.

You are responsible for ensuring that your systems remain free of viruses, malicious code, exploits, or any technical vulnerabilities that could compromise the Spark Platform, interfere with workflow messaging logic, or harm Doceree, its partners, or end users. You also agree to respect and protect the intellectual-property rights, proprietary systems, workflow logic, and other protected interests of Doceree and third parties.

You must not share Spark Platform credentials, API keys, tokens, or administrative access with unauthorized individuals or any third parties without Doceree’s explicit written approval. Any use of the Spark Platform that could disrupt system performance, compromise clinical workflows, endanger data security, or harm Doceree’s business, operations, or reputation is strictly prohibited and constitutes a material breach of these Terms.

8. Privacy and Data Protection

Data Handling

You acknowledge and agree that you are the controller of all personal information collected within your EHR system, health-system environment, workflow modules, or other digital properties that interact with the Spark Platform. Doceree does not collect, receive, or process personal health information (PHI), clinical identifiers, or patient-level data through Spark Message delivery. Workflow signals used to deliver Spark Messages must be fully de-identified, generated within your controlled environment, and compliant with applicable privacy, security, and healthcare regulations.

With respect to any personal information you provide through the Spark Platform Portal, such as account details, configuration settings, or technical data, Doceree acts as an independent controller or a processor, as applicable, only for the limited purpose of providing portal functionality, analytics, and operational support. You remain solely responsible for ensuring that all information supplied to Doceree is collected lawfully, handled securely, and transferred in full compliance with applicable privacy and data-protection laws.

Notices and Consents

You must provide clear and comprehensive privacy notices within your institutional website or digital properties that accurately describe your data-collection practices, your use of third-party technologies (including the Spark Platform Portal), and the nature of the workflow signals used for Spark Message delivery. Where required by law, you must obtain all necessary consents from users or data subjects for the collection, use, disclosure, or transfer of personal information to Doceree or its authorized sub-processors.

Your privacy notices must explicitly clarify that Spark Messages are delivered using non-identifiable workflow context signals and that no PHI or patient-identifiable data is transmitted to Doceree.

Security and Breach Response

You must implement appropriate administrative, technical, and organizational safeguards to protect all information processed within your environment from destruction, loss, unauthorized access, alteration, or misuse. This includes maintaining secure systems, limiting access to authorized personnel, and ensuring that workflow signals and portal data exchanges remain protected from interception or tampering.

If you experience any data breach, security incident, or unauthorized access that may affect information associated with the Spark Platform or create risks to Spark operations, you must notify Doceree without undue delay and no later than required under applicable law. Your notification must contain sufficient detail to allow Doceree to evaluate the incident, determine any required regulatory reporting, and mitigate downstream impacts.

Ongoing Compliance

You are solely responsible for responding to all privacy-related obligations arising under applicable laws, including data-subject rights requests (such as access, correction, deletion, or portability), regulatory inquiries, and any institutional compliance requirements. You must ensure your privacy practices remain current with evolving legal standards and healthcare regulations.

Doceree may use aggregated, anonymized, or de-identified information derived from Spark Platform Portal interactions to operate, maintain, secure, and improve its services and to support analytics, performance monitoring, and product development. Such information does not identify individual users and is not derived from clinical workflow data.

9. Non-Circumvention

You agree that neither you nor any of your affiliates, employees, contractors, or representatives will circumvent, bypass, interfere with, or otherwise undermine these Terms, any applicable Supplemental Terms, or Doceree’s commercial, technical, or strategic interests related to the Spark Platform. This includes, without limitation, any attempt to directly contact, solicit, negotiate with, contract with, or otherwise engage Spark Message sponsors, pharmaceutical partners, clinical-trial sponsors, co-pay program sponsors, EHR integration partners, or health-system collaborators introduced or made known to you through the Spark Platform or any Spark-related documentation, reporting, or communications.

You further agree not to use Doceree’s proprietary workflow-integration logic, contextual-trigger methodologies, de-identified signal frameworks, Spark Message formats, confidential information, or Doceree Marks for any purpose outside the scope of your authorized Spark access, nor to develop or assist in developing any product or service competitive with the Spark Platform based on insights derived from Doceree’s technology or relationships.

Nothing in this Section restricts your ability to pursue or maintain opportunities that: (a) existed prior to your engagement with Doceree; or (b) were independently developed without reference to Doceree’s data, technology, confidential information, or partner relationships. Doceree reserves the right to take immediate action, including termination of access, where non-circumvention obligations are violated.

10. Testing & Beta Features

Doceree may periodically conduct performance tests, implement system changes, or release Beta or pilot features within the Spark Platform or the Spark Platform Portal. These activities may affect workflow integrations, message delivery behavior, contextual-trigger logic, reporting features, or overall platform performance. Such tests or Beta features may be enabled, modified, limited, or discontinued at Doceree’s discretion, with or without prior notice, and without any obligation to provide support, compensation, remediation, or guarantee of stability.

Any non-public information relating to Spark tests, pilots, or Beta features, including functionality, documentation, performance data, or early-access capabilities, constitutes Doceree’s Confidential Information. You agree to maintain strict confidentiality regarding such information and not disclose it to any third party unless explicitly authorized in writing by Doceree. Doceree may alter, suspend, or permanently remove Beta features at any time, and any feedback you provide may be used by Doceree without restriction.

11. Compliance with Laws

You agree to comply with all applicable laws, regulations, and industry standards governing your use of the Spark Platform, including but not limited to healthcare privacy and data-protection laws, information-security requirements, anti-bribery and anti-corruption regulations, export-control laws, labor mandates, and any institutional rules applicable to your EHR or health-system environment. You must ensure that no Spark-related implementation, workflow integration, or message display violates clinical-safety standards, institutional policies, industry ethics codes, or regulatory requirements.

You further agree not to offer, provide, solicit, or accept any improper payment, inducement, or benefit in connection with your use of the Spark Platform or any relationship established through it. Doceree may suspend or terminate your access to the Spark Platform, pursue damages, or, where required by law, report violations to relevant authorities for any breach of this Section.

You also agree to reasonably cooperate with Doceree in any compliance verification efforts, including responding to requests for documentation, technical information, or workflow explanations necessary to assess adherence to legal and regulatory obligations.

12. Audit

You must maintain accurate, complete, and up-to-date records sufficient to demonstrate your compliance with these Terms, all Supplemental Terms, and any applicable Spark Platform integration or workflow requirements. Such records may include configuration documentation, workflow-surface approvals, technical logs, and internal compliance materials that reflect how Spark Messages are implemented within your environment.

Upon at least thirty (30) days’ prior written notice, and during normal business hours, Doceree may audit records and systems directly related to your use of the Spark Platform if Doceree has a reasonable basis to suspect material non-compliance, workflow misuse, security violations, or breach of applicable obligations. Such audits may be conducted by Doceree or its authorized third-party auditors, subject to appropriate confidentiality obligations.

Doceree will bear the costs of the audit unless material non-compliance is identified, in which case you must reimburse all reasonable audit expenses and take prompt corrective action as directed by Doceree. Failure to timely cure identified issues may result in suspension or termination of your Spark Platform access.

13. Insurance

You must maintain, at your own expense and throughout your use of the Spark Platform, commercially reasonable insurance coverage appropriate for healthcare-technology and data-driven services, including commercial general liability (with contractual liability), professional or errors-and-omissions liability, cyber and data-security liability, workers’ compensation and employer’s liability, directors and officers liability (where applicable), and umbrella or excess liability, each with minimum limits of at least US $1,000,000 per occurrence. To the extent permitted by your insurer and applicable law, Doceree and its affiliates must be named as additional insureds on applicable policies, and you must provide Doceree with at least thirty (30) days’ prior written notice of any cancellation, non-renewal, or material reduction in coverage.

14. Payment Terms

Company Payments

Doceree will remit all undisputed revenue-share payments attributable to Spark Message delivery within ninety (90) days after the end of each calendar month in which your account remains in good standing and the applicable minimum payment threshold is met. Payments will reflect the contractually agreed revenue share based solely on amounts actually collected by Doceree from Spark Message sponsors for valid, recorded Spark Message delivery within your approved workflows. Doceree has no obligation to remit any amounts associated with activity for which it has not been paid by the applicable sponsor, including amounts subject to sponsor credit, adjustment, or refund.

Withholding & Invalid Activity

Doceree may withhold, adjust, or offset payments if it reasonably suspects non-compliance with the Spark Platform integration requirements, workflow restrictions, or permitted surfaces, or if it identifies activity that does not meet Doceree’s technical or contractual validity standards (including misconfigured workflows, unauthorized surfaces, or delivery outside approved clinical contexts). Doceree will provide written notice and a thirty (30)-day cure period. Any overpayments or amounts associated with invalid, misconfigured, or unapproved Spark Message delivery may be offset against future payments or refunded to sponsors.

Taxes

Each party is responsible for its own taxes arising from or relating to the Spark Platform. Doceree will not reimburse or pay any taxes imposed on your income, assets, or operations. Both parties agree to provide any legally required tax forms, certifications, or documentation to support accurate reporting and compliance.

Billing Basis

All billing and payment calculations related to Spark Message delivery are based solely on the counts, logs, and records maintained by Doceree’s systems, which shall be final and binding for invoicing and settlement purposes.

Fees

These Terms, together with any applicable Supplemental Terms, govern any fees associated with your access to or use of the Spark Platform, including any recurring platform fees, integration fees, workflow maintenance fees, or optional analytics or value-added service fees. Doceree may offset any unpaid fees or other amounts you owe against payments otherwise due to you. Invoiced amounts must be paid within thirty (30) days of the invoice date, and any fee dispute must be submitted in writing within thirty (30) days of receipt, after which the invoice shall be deemed accepted and final.

15. Confidentiality

You must keep all non-public information you obtain through or about the Spark Platform strictly confidential and use it solely as necessary to implement, access, or operate the Platform in accordance with these Terms. “Confidential Information” includes, without limitation, all non-public software, workflow-integration materials, contextual-trigger logic, message-delivery specifications, technical documentation, performance data, usage insights, testing or Beta features, de-identified workflow methodologies, and any other proprietary information disclosed by Doceree. You must safeguard all Confidential Information with at least the same level of care you use to protect your own confidential materials and never less than a commercially reasonable standard.

These obligations do not apply to information that becomes publicly available through no breach of these Terms, is independently developed without reference to Doceree’s Confidential Information, or is rightfully obtained from a third party without confidentiality restrictions. You may disclose Confidential Information only where required by law, provided that you give Doceree reasonable advance notice (to the extent legally permitted) so that Doceree may seek protective measures. All Confidential Information remains the exclusive property of Doceree, and Doceree is entitled to seek injunctive relief or other equitable remedies for any unauthorized use or disclosure.

16. Indemnification

You agree to defend, indemnify, and hold harmless Doceree, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use or implementation of the Spark Platform, Spark Messages, or the Spark Platform Portal; (b) any configuration, workflow surface, integration, or system environment under your control, including actions or omissions by your personnel, contractors, or affiliates; or (c) your breach of these Terms, applicable laws, or healthcare, privacy, or security obligations.

This indemnification does not extend to claims caused solely by Doceree’s own unmodified Platform functionality as provided to you, to the extent such claims arise without contribution, misconfiguration, or misuse on your part.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DOCEREE NOR YOU WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES—INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE, INTEGRATION, OR PERFORMANCE OF THE SPARK PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR AMOUNTS EXPRESSLY REQUIRED TO BE PAID UNDER THESE TERMS OR ANY APPLICABLE SUPPLEMENTAL TERMS, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SPARK PLATFORM OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU HAVE PAID TO DOCEREE, OR (B) THE TOTAL AMOUNT DOCEREE HAS PAID TO YOU, IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Representations; Warranties

Each party represents and warrants that it is duly organized, validly existing, in good standing under the laws of its jurisdiction, and has full authority, power, and legal right to enter into and perform its obligations under these Terms. Each party further represents that the individual accepting these Terms on its behalf is duly authorized to bind that party.

You additionally represent and warrant that you own, operate, or control, or have all necessary rights and institutional authorizations to use, each EHR system, health-system workflow module, clinical interface, or other digital environment in which you implement or integrate the Spark Platform. You affirm that you are responsible for all operational, clinical, and technical decisions relating to how and where Spark Messages are displayed within your environment, and that your implementation of the Spark Platform does not violate any contractual, technical, clinical-governance, privacy, or regulatory obligations owed to third parties. You represent that all information, documentation, workflow descriptions, and configuration details you provide to Doceree are complete, current, and accurate, and that you have obtained all legally required consents and comply with all applicable privacy, security, healthcare, and data-protection laws.

Doceree represents and warrants that it has full authority to provide access to the Spark Platform and will deliver the Spark Platform and associated services in a professional manner consistent with applicable law and generally recognized industry standards. Doceree does not warrant that the Spark Platform is error-free or uninterrupted, nor does it warrant the performance or accuracy of workflow signals generated within your environment.

19. Term; Termination; and Suspension

Term

These Terms, together with any applicable Supplemental Terms, take effect on the date you digitally agree to them or enter into a written agreement with Doceree and will remain in force for twelve (12) months from that date. Thereafter, these Terms will automatically renew for successive twelve-month renewal periods (each a “Renewal Term”) unless either party provides at least thirty (30) days’ written notice before the end of the then-current Term or Renewal Term of its intention not to renew.

Termination

Either party may terminate these Terms or any applicable Supplemental Terms: (a) immediately if the other party becomes insolvent, is placed into receivership, files for bankruptcy protection, or makes a general assignment for the benefit of creditors; (b) for any material breach of these Terms that is not cured within thirty (30) days after written notice, or immediately if the breach is incapable of remedy; or (c) at any time by mutual written agreement or upon sixty (60) days’ prior written notice.

Upon expiration or termination, you must immediately cease all use of the Spark Platform, disable all workflow integrations, and permanently delete or return all Doceree Confidential Information, including any technical documentation, integration materials, or workflow specifications, unless continued retention is legally required.

Suspension

Doceree may suspend your access to the Spark Platform or the Spark Platform Portal, in whole or in part, if: (a) your workflow integration or message implementation violates Spark placement requirements, clinical-safety constraints, or technical standards; (b) you fail to comply with applicable Doceree policies, integration documentation, or regulatory obligations; or (c) your environment, systems, or behavior create or reasonably threaten clinical, security, privacy, operational, reputational, or regulatory risk to Doceree, end-users, or Spark Platform operations.

Except where immediate suspension is necessary to protect clinical safety, platform security, or legal compliance, Doceree will provide written notice and a thirty (30)-day opportunity to cure the issue before enforcing a suspension. If the underlying issue cannot be remedied or remains unresolved after the cure period, Doceree may maintain the suspension or proceed to termination.

Any disputes regarding suspension actions must be submitted in writing within thirty (30) days of the suspension notice. Failure to dispute within this period constitutes a waiver of any related claims.

20. Dispute Resolution; Binding Arbitration

Governing Law

These Terms, and any dispute, controversy, or claim arising out of or relating to the Spark Platform, including workflow integrations, message-delivery decisions, eligibility determinations, or any services, tools, or features provided through the Spark Platform Portal, shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Except for disputes that must be arbitrated, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware for all other matters.

Agreement to Arbitrate

Except as expressly excluded below, any dispute, claim, or controversy arising out of or relating to these Terms or your access to or use of the Spark Platform shall be resolved solely and exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this Section.

Both you and Doceree expressly waive the right to bring or participate in any lawsuit in court, except for matters that fall within the stated exceptions. This agreement to arbitrate survives termination of these Terms and your use of the Spark Platform.

Platform Decisions

You acknowledge that certain decisions made by Doceree regarding the Spark Platform, such as workflow eligibility assessments, message-delivery rules, integration requirements, surface-level suitability determinations, privacy-protection measures, or operational restrictions, are inherently technical and mission-critical. Accordingly, Doceree’s determinations are final and binding unless shown to be arbitrary, capricious, or unlawful. You waive any right to contest such decisions outside the dispute-resolution process described herein.

Arbitration Procedures

Arbitration shall be conducted by a single neutral arbitrator with experience in digital platforms, healthcare technology, or enterprise software systems. The arbitration shall take place in Delaware unless both parties agree to a different location and shall be conducted in English. The arbitrator has exclusive authority to resolve any dispute regarding the interpretation, scope, or enforceability of this arbitration agreement. Any award rendered may be entered in any court with proper jurisdiction. Doceree will cover arbitration fees to the extent required under applicable law or necessary to ensure the process is not unduly cost-prohibitive. The arbitration process shall maintain strict confidentiality, including all filings, hearings, and awards, except as required by law or needed to enforce the final decision.

Class, Collective, Representative, and Mass Action Waiver

All disputes arising under or relating to these Terms must be resolved on an individual basis only. You agree that you will not initiate or participate in any class, collective, representative, consolidated, or mass action, whether in arbitration or in court. The arbitrator shall have no authority to consolidate claims of multiple parties, to hear claims on a class or representative basis, or to award relief to any person other than the individual party before the arbitrator. Any claim filed or pursued in violation of this waiver shall be subject to dismissal. If a court of competent jurisdiction determines that this waiver is unenforceable with respect to any claim, then the entirety of the arbitration agreement in this Section shall be deemed null and void as to that claim.

Exceptions to Arbitration

This arbitration requirement does not apply to two categories of disputes. First, either party may bring eligible claims in a Delaware small-claims court. Second, either party may initiate a legal action in state or federal court located in Delaware seeking injunctive or equitable relief arising from any unauthorized use, misappropriation, or disclosure of Doceree’s intellectual property, proprietary technology, confidential information, or data-security rights. For any such claims, you expressly consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

Pre-Arbitration Notice

Before commencing arbitration, you must provide Doceree with a written notice of dispute sent to Legal Department, legal@doceree.com or 150 John F Kennedy Pkwy, Suite 403, Short Hills, NJ 07078.

Your notice must include your name, contact information, a detailed description of the dispute, the facts supporting your claim, and the specific relief you are seeking. Upon receipt, you and Doceree agree to engage in a good-faith effort to resolve the dispute informally for a period of sixty (60) days before either party initiates arbitration or court proceedings, unless an exception applies. No arbitration may be initiated unless this informal resolution process has been completed.

Confidentiality

All arbitration-related proceedings, including notices, submissions, testimony, evidence, and awards, shall remain strictly confidential and shall not be disclosed except to the extent required by law or necessary to enforce or challenge an award.

Severability

If any portion of this Section 20 is deemed unenforceable, the remainder shall be enforced to the fullest extent permitted by law. If the class-action waiver is held invalid or unenforceable, this entire arbitration provision shall be void.

21. Miscellaneous

Entire Agreement

These Terms, together with all policies, guidelines, and Supplemental Terms expressly incorporated by reference, including the Spark Platform Privacy Policy, Cookie Policy, Ad Placement Policy, and Ad Implementation Policy, constitute the entire agreement between you and Doceree regarding access to and use of the Spark Platform and supersede all prior or contemporaneous agreements, proposals, negotiations, communications, or understandings, whether written or oral, relating to the same subject matter. No oral statements or external communications modify these Terms unless expressly incorporated in writing by Doceree.

Changes to Terms

Doceree may amend, update, or modify these Terms at any time in its sole discretion. Updated Terms will be posted within the Spark Platform Portal or other designated locations. Except where prohibited by applicable law, your continued use of the Spark Platform after the effective date of updated Terms constitutes your acceptance of the revised Terms. If you do not agree to any modification, you must immediately cease using the Spark Platform.

Independent Contractors

You and Doceree are independent contracting parties. Nothing in these Terms shall be interpreted as creating an agency, partnership, franchise, employment, fiduciary, or joint-venture relationship between the parties. Neither party has authority to bind or obligate the other unless expressly authorized in writing.

Assignment and Subcontracting

You may not assign, delegate, sublicense, or transfer your rights or obligations under these Terms without Doceree’s prior written consent, which may be withheld at Doceree’s discretion. Any attempted assignment in violation of this provision is void. Doceree may assign or transfer these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or any similar transaction. Doceree may use subcontractors or service providers to perform its obligations, and Doceree remains responsible for their compliance. If you seek to assign these Terms to any Doceree competitor, Doceree may immediately terminate your access without liability.

Notice

Doceree may provide notices to you through the Spark Platform, via email to the address associated with your account, through SMS or phone calls to numbers you provide, or by postal mail to your recorded mailing address. Notices are deemed delivered twelve (12) hours after transmission by email or text message and forty-eight (48) hours after mailing. You may provide legally required notices to Doceree only by written communication sent to: Doceree Inc., Legal Department at legal@doceree.com or 150 John F Kennedy Parkway, Suite 403, Short Hills, NJ 07078, and your notice is effective only upon confirmed receipt.

Non-Disparagement

You agree not to make, publish, or communicate, directly or indirectly, any statement, communication, or representation that disparages, defames, or damages the reputation, goodwill, or business interests of Doceree, its affiliates, officers, directors, employees, partners, or representatives. Doceree may seek injunctive relief, without the need to post bond, for any breach of this provision in addition to all other available remedies.

Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by Doceree. Failure or delay by Doceree to exercise any right or remedy shall not operate as a waiver of such right or remedy. Any waiver applies only to the specific instance for which it is granted and does not constitute a continuing waiver.

Severability

If any provision of these Terms is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted or, if necessary, deemed modified to achieve its intent. The remaining provisions shall remain in full force and effect.

Survival

Any provision that by its nature should survive termination or expiration of these Terms, including confidentiality, payment obligations, disclaimers, intellectual-property rights, indemnification, limitations of liability, arbitration, governing law, and non-circumvention, will survive the termination of your account or cessation of access to the Spark Platform.

Force Majeure

Doceree is not liable for any delay or failure to perform obligations under these Terms due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, civil disturbances, governmental actions, labor disputes, power failures, cybersecurity incidents, cloud-infrastructure outages, or telecommunications failures. Performance shall resume when the impact of the force-majeure event ceases.

Communications

Doceree may send administrative messages, service announcements, and other communications related to your account or the Spark Platform. Certain communications may be required as part of our legal, operational, or security obligations and cannot be opted out of. Optional promotional or non-essential messages may be managed or disabled through available account settings.

For any questions regarding these Terms or other legal matters, you may contact Doceree’s Legal Department at legal@doceree.com.