Master Service Agreement

01 Parties & Definitions

This Master Service Agreement ("Agreement") is entered into between ShiftMD, Inc., an Arizona corporation ("ShiftMD," "Provider," "we," or "us"), and the entity identified in the applicable Order Form ("Customer," "you," or "your").

This Agreement governs all subscriptions, professional services, and other commercial relationships between the parties. It supersedes any prior agreements, purchase orders, or understandings between the parties regarding the subject matter herein.

Key Definitions

• "Service" — The ShiftMD AI scheduling platform, including all software, APIs, mobile applications, and related features accessible at app.shiftmd.co.
• "Order Form" — A written or electronic document executed by both parties specifying the subscription tier, number of Seats, locations, fees, and term.
• "Statement of Work" (SOW) — A document describing any professional services, implementation, or custom configuration to be performed by ShiftMD.
• "Seat" — A single authorized user account (provider, medical assistant, front desk staff, billing staff, or administrator) within the Customer's account.
• "Authorized User" — An individual employed by or contracted to Customer who has been granted access to the Service.
• "Customer Data" — All data, content, and information submitted to the Service by Customer or its Authorized Users.
• "Documentation" — ShiftMD's user guides, help articles, and technical specifications made available at shiftmd.co.
• "Effective Date" — The date on which the applicable Order Form is executed or the date Customer first accesses the Service, whichever is earlier.

02 Scope of Services

Service Access

Subject to the terms of this Agreement and timely payment of all applicable fees, ShiftMD grants Customer a non-exclusive, non-transferable, limited right to access and use the Service during the subscription term solely for Customer's internal business operations.

Subscription Tiers

The features and usage limits available to Customer are determined by the subscription tier specified in the applicable Order Form. Current tier definitions, including AI generation limits, Seat limits, and location limits, are published at shiftmd.co/#pricing and incorporated by reference.

Professional Services

If the parties execute a Statement of Work, ShiftMD will provide the implementation, configuration, or training services described therein. Professional services are provided separately from the subscription and are subject to the fees and timeline specified in the applicable SOW.

Updates & Modifications

ShiftMD may update, enhance, or modify the Service at any time. We will provide advance notice of changes that materially reduce functionality available to Customer under an active Order Form. Minor updates, bug fixes, and security patches may be deployed without notice.

03 Order Forms & Statements of Work

Each Order Form and SOW is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and an Order Form or SOW, the Order Form or SOW controls with respect to the specific terms addressed therein.

Self-Serve Orders

Customers who subscribe through shiftmd.co or app.shiftmd.co are bound by this Agreement upon completing checkout. The online subscription confirmation serves as the Order Form. These Terms of Service at legal.shiftmd.co/terms also apply to self-serve customers.

Negotiated Orders

Enterprise customers may execute a separate written Order Form with customized pricing, terms, or feature commitments. Negotiated Order Forms require written signature (electronic signature is acceptable) from an authorized representative of both parties.

Order Form Precedence

Any terms on a Customer purchase order or procurement document that conflict with this Agreement or an Order Form are void and have no effect, unless explicitly agreed to in writing by ShiftMD.

04 Fees & Payment

Subscription Fees

Customer agrees to pay all fees specified in the applicable Order Form. Subscription fees are due in advance — monthly fees on the first day of each billing month, annual fees on the anniversary of the Effective Date.

Invoicing

ShiftMD will issue invoices via email to the billing contact on file. Payment is due within 30 days of invoice date unless otherwise specified in the Order Form. Enterprise customers on annual contracts may request net-30 invoicing.

Overage Fees

Usage exceeding the limits defined in Customer's subscription tier (additional Seats at $12/month, additional locations at $99/month, AI generation overages at $1/generation) will be billed in arrears on the following invoice cycle.

Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, GST, VAT, or similar taxes imposed on the transactions described herein, excluding taxes based on ShiftMD's net income.

Late Payments

Undisputed amounts not paid within 30 days of the due date may accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). ShiftMD reserves the right to suspend Service access for accounts with overdue balances after providing 10 days written notice.

Disputed Invoices

Customer must notify ShiftMD in writing of any disputed charges within 30 days of the invoice date. Undisputed portions of invoices remain due on the original payment date.

Price Adjustments

ShiftMD may adjust subscription pricing upon 60 days written notice to Customer. Price adjustments take effect at the start of the next renewal term. Pricing is locked for the current term under any active annual Order Form.

05 Service Levels

Uptime Commitment

ShiftMD targets 99.5% monthly uptime for the Service, excluding scheduled maintenance windows. Uptime is calculated as: (Total minutes in month − Downtime minutes) / Total minutes in month × 100.

Scheduled Maintenance

ShiftMD performs scheduled maintenance during off-peak hours (typically 2:00–4:00 AM Mountain Time on weekdays). We will provide at least 24 hours advance notice for maintenance windows expected to exceed 30 minutes.

Incident Response

• Critical (Service unavailable): Initial response within 2 hours; status update every hour until resolved
• High (Core feature degraded): Initial response within 4 hours; status update every 4 hours
• Medium (Non-critical feature impacted): Response within 1 business day
• Low (Minor issue or cosmetic bug): Response within 3 business days

Service Credits

If ShiftMD fails to meet the 99.5% uptime commitment in any calendar month, Customer may request a service credit equal to 5% of that month's subscription fee for each 0.5% below the target (up to a maximum credit of 30% of monthly fees). Credits are applied to future invoices and are Customer's sole remedy for uptime failures.

06 Data Ownership & Security

Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. ShiftMD acquires no ownership rights in Customer Data by virtue of this Agreement.

License to Process

Customer grants ShiftMD a limited, non-exclusive license to access, process, store, and transmit Customer Data solely as necessary to provide the Service and perform its obligations under this Agreement.

Data Security

ShiftMD maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or loss. Current security practices are described in ShiftMD's Security Documentation available upon request.

Data Processing

ShiftMD processes Customer Data in accordance with its Privacy Policy at legal.shiftmd.co/privacy. ShiftMD will not sell Customer Data or use it for purposes unrelated to providing the Service, except that ShiftMD may use aggregated, anonymized data to improve its products and services.

Subprocessors

ShiftMD may engage subprocessors (including cloud infrastructure, AI model providers, and analytics tools) to assist in delivering the Service. A current list of subprocessors is available upon written request. ShiftMD remains responsible for the acts and omissions of its subprocessors to the same extent as its own.

Data Breach Notification

In the event of a confirmed security breach affecting Customer Data, ShiftMD will notify Customer within 72 hours of becoming aware of the breach, to the extent permitted by applicable law. ShiftMD will provide reasonable cooperation in Customer's investigation and response efforts.

Data Return & Deletion

Upon termination or expiration of this Agreement, ShiftMD will make Customer Data available for export for 90 days. After that period, ShiftMD will delete Customer Data from its production systems, except as required by applicable law or its standard backup retention policies (maximum 30 additional days).

HIPAA

ShiftMD is a scheduling and workforce management platform. The Service is not designed to process, store, or transmit Protected Health Information ("PHI") as defined under HIPAA. Customer agrees not to submit PHI to the Service. If Customer's use case requires HIPAA compliance, Customer must contact ShiftMD to discuss a Business Associate Agreement prior to any such use.

07 Confidentiality

Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer's Confidential Information. ShiftMD's pricing, technical architecture, AI model details, and roadmap are ShiftMD's Confidential Information.

Obligations

Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to employees and contractors who need to know it and are bound by confidentiality obligations no less restrictive than those herein.

Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives reasonable prior written notice to the Disclosing Party.

Duration

Confidentiality obligations survive termination of this Agreement for three (3) years. Obligations with respect to trade secrets survive indefinitely.

08 Intellectual Property

ShiftMD IP

ShiftMD retains all right, title, and interest in and to the Service, including all software, algorithms, AI models, user interfaces, documentation, trademarks, and any improvements or derivative works thereof. No rights are transferred to Customer except the limited license expressly granted herein.

Feedback

If Customer provides ShiftMD with suggestions, ideas, or feedback regarding the Service ("Feedback"), Customer grants ShiftMD a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service without obligation to Customer.

No Reverse Engineering

Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, AI model weights, or scheduling algorithms from the Service.

09 Warranties & Disclaimers

ShiftMD Warranties

ShiftMD warrants that: (a) it has the legal right and authority to enter into this Agreement; (b) the Service will perform materially in accordance with the Documentation under normal use and circumstances; and (c) ShiftMD will not knowingly introduce malware or malicious code into the Service.

Customer Warranties

Customer warrants that: (a) it has the legal right and authority to enter into this Agreement; (b) Customer Data does not infringe any third-party intellectual property rights; and (c) Customer's use of the Service will comply with all applicable laws and regulations.

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS." SHIFTMD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHIFTMD DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT AI-GENERATED SCHEDULES WILL MEET ALL CLINICAL OR REGULATORY REQUIREMENTS. CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING AI-GENERATED SCHEDULES BEFORE PUBLISHING THEM.

10 Limitation of Liability

Mutual Limitation

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SHIFTMD IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE THOUSAND DOLLARS ($5,000).

Exceptions

The limitations in this section do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations; (c) damages arising from a party's gross negligence or willful misconduct; or (d) a party's breach of its confidentiality obligations.

11 Indemnification

By ShiftMD

ShiftMD will defend Customer against any third-party claim alleging that the Service, as provided by ShiftMD, infringes a third party's U.S. intellectual property rights, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement approved by ShiftMD. This obligation does not apply if the claim arises from: (a) Customer's modification of the Service; (b) use of the Service in combination with third-party products not approved by ShiftMD; or (c) Customer Data.

By Customer

Customer will defend ShiftMD against any third-party claim arising from: (a) Customer Data; (b) Customer's breach of this Agreement; or (c) Customer's violation of applicable law, and will pay all damages finally awarded or agreed in settlement.

Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement imposes liability on the indemnified party without its consent); and (c) provide reasonable cooperation in the defense.

12 Term & Termination

Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated, unless earlier terminated as provided herein.

Termination for Convenience

Either party may terminate this Agreement or any Order Form for convenience upon 30 days written notice. For annual subscriptions, Customer may terminate for convenience subject to the early termination fees specified in the applicable Order Form.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings.

Effect of Termination

Upon termination: (a) all licenses granted herein immediately terminate; (b) Customer must cease all use of the Service; (c) each party must return or destroy the other's Confidential Information upon request; and (d) Customer Data remains available for export for 90 days as described in Section 6.

Survival

Sections 1 (Definitions), 6 (Data — ownership and deletion provisions), 7 (Confidentiality), 8 (IP), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13 (General) survive termination.

13 General Provisions

Governing Law

This Agreement is governed by the laws of the State of Arizona, without regard to its conflict of law provisions. Any dispute arising under this Agreement will be resolved exclusively in the state or federal courts located in Maricopa County, Arizona. Each party consents to the personal jurisdiction of such courts.

Entire Agreement

This Agreement, together with all executed Order Forms and SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.

Amendments

ShiftMD may update this Agreement with 30 days written notice to active customers. For enterprise customers with executed Order Forms, material changes to this Agreement require mutual written consent.

Waiver

A party's failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force.

Assignment

Neither party may assign this Agreement without the other's written consent, except that ShiftMD may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

Force Majeure

Neither party is liable for delays or failures in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, internet outages, or third-party infrastructure failures, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Notices

Notices under this Agreement must be in writing and delivered to: ShiftMD, Inc., Scottsdale, AZ 85251, or support@shiftmd.co. Notices are effective upon receipt.

Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Counterparts & Electronic Signatures

This Agreement and any Order Forms may be executed in counterparts and by electronic signature (including DocuSign or similar), each of which is an original and all of which together constitute one instrument.