MedGrid, LLC
This Clinic and Enterprise SaaS Agreement (this "Agreement") is entered into as of June 10, 2026 (the "Effective Date") by and between MedGrid, LLC, a Delaware limited liability company ("Provider" or "MedGrid"), and the clinic, group, or organization identified on the signature page ("Customer"). Provider and Customer are each a "Party" and together the "Parties."
Provider offers a software-as-a-service platform that includes electronic medical record, scheduling, billing support, ordering, and outcomes-tracking functionality (the "Platform"). Customer wishes to subscribe to the Platform for its authorized personnel. The Parties agree as follows:
1.1 "Authorized Users" means Customer's employees and contractors whom Customer authorizes to access the Platform, each occupying a Seat.
1.2 "Customer Data" means all data and content that Customer or its Authorized Users submit to or generate through the Platform, including patient records and Protected Health Information.
1.3 "Protected Health Information" or "PHI" has the meaning given in HIPAA.
1.4 "Seat" means a single, named Authorized User license to access the Platform.
2.1 Grant. Subject to this Agreement and payment of the Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term for Customer's internal business and clinical-administrative operations, for the number of Seats subscribed.
2.2 Restrictions. Customer shall not, and shall not permit any person to, (a) license, sublicense, sell, resell, or share access to the Platform beyond its Authorized Users; (b) reverse engineer or copy the Platform; (c) access the Platform to build a competing product; or (d) use the Platform in violation of law or this Agreement.
2.3 Authorized Users. Customer is responsible for its Authorized Users' compliance with this Agreement, for maintaining the confidentiality of account credentials, and for all activity under its accounts. Each Authorized User must hold the credentials and licenses required for that user's role.
3.1 Fees. Customer shall pay the subscription fees set forth in Exhibit A, which are based on a per-Seat rate with a floor of $25 per Seat per month. Within a single legal entity, the first user seat is included; each additional active user seat is $25 per user per month, billed monthly per active seat at the start of each billing cycle. Seats added or removed mid-cycle are prorated to the day. Any volume commitments or minimums are set forth in the applicable order form.
3.2 Added Seats. Customer may add Seats during the Term, which will be billed at the then-current rate and prorated for the remainder of the billing period.
3.3 Payment; Taxes. Fees are payable within thirty (30) days of invoice. Late amounts accrue interest at one and one-half percent (1.5%) per month or the maximum permitted by law. Fees are exclusive of taxes, which are Customer's responsibility other than taxes on Provider's net income.
4.1 Ownership of Customer Data. As between the Parties, Customer owns all Customer Data, including all patient records and PHI. Provider obtains no ownership of Customer Data. Customer grants Provider a limited license to host, process, and transmit Customer Data solely to provide and support the Platform and as permitted by Section 4.3.
4.2 HIPAA and Business Associate Agreement. Provider acts as Customer's business associate with respect to PHI processed through the Platform. The Parties shall execute the Business Associate Agreement attached as Exhibit B before any PHI is created, received, maintained, or transmitted through the Platform, and that Business Associate Agreement governs the Parties' obligations with respect to PHI.
4.3 De-Identified Data. Provider may create and use data that has been de-identified in accordance with 45 C.F.R. Section 164.514(b), which is not PHI and not Customer Data, for the purposes permitted by the Business Associate Agreement, including platform improvement, analytics, and research, subject to the no-re-identification restrictions of the Business Associate Agreement.
4.4 Clinical Authority. The Platform is a technology and administrative tool. Customer and its licensed personnel retain sole authority and responsibility for all clinical and medical decisions, including any prescribing, ordering, diagnosis, or treatment, and Provider does not practice medicine or provide medical advice. Any protocols, prompts, or decision-support features are informational only and do not direct or replace the independent professional judgment of Customer's clinicians.
Provider shall use commercially reasonable efforts to make the Platform available with a target availability of 99.5% per calendar month, excluding scheduled maintenance and events beyond Provider's reasonable control, and shall provide support during Provider's standard business hours. Provider may modify or update the Platform from time to time, provided it does not materially degrade the core functionality during the Term.
Provider shall maintain administrative, physical, and technical safeguards designed to protect Customer Data consistent with the HIPAA Security Rule and applicable law. Customer is responsible for configuring access for its Authorized Users and for the security of its own systems and credentials.
Provider and its licensors own all right, title, and interest in and to the Platform and all related intellectual property, including any improvements and any feedback Customer provides (which Customer assigns to Provider). Except for the limited access rights granted in Section 2, no rights in the Platform are granted to Customer.
Each Party shall protect the other Party's non-public business and technical information disclosed under this Agreement, use it only to perform this Agreement, and not disclose it except to representatives bound by confidentiality. This Section does not apply to Customer Data and PHI, which are governed by Section 4 and the Business Associate Agreement.
9.1 Limited Warranty. Provider warrants that the Platform will perform materially in accordance with its documentation. Customer's exclusive remedy for breach of this warranty is correction of the non-conformity or, if Provider cannot correct it within a reasonable time, termination and a refund of prepaid, unused Fees.
9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT.
10.1 By Customer. Customer shall indemnify, defend, and hold harmless Provider and its affiliates from and against claims arising out of Customer Data, Customer's or its Authorized Users' use of the Platform, any clinical or treatment decision, or Customer's violation of law or this Agreement.
10.2 By Provider. Provider shall indemnify, defend, and hold harmless Customer from and against third-party claims that the Platform, as provided by Provider and used as permitted, infringes that third party's United States intellectual property rights. This is Provider's entire liability for infringement.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, A PARTY'S OBLIGATIONS UNDER THE BUSINESS ASSOCIATE AGREEMENT, OR CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING DOES NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
12.1 Term. This Agreement begins on the Effective Date and continues for the initial term set forth in Exhibit A, and renews for successive periods unless either Party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.
12.2 Termination. Either Party may terminate for the other Party's material breach not cured within thirty (30) days of written notice. Provider may suspend access for non-payment or for use that creates a security or legal risk, after notice where practicable.
12.3 Effect; Data Export. Upon termination, Customer's access ends and unpaid Fees become due. For a period of thirty (30) days after termination, Provider shall make Customer Data available for export in a commercially reasonable format, after which Provider may delete Customer Data, subject to the return-or-destruction terms of the Business Associate Agreement and applicable law regarding patient record retention.
13.1 Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any dispute shall be resolved through good faith negotiation for thirty (30) days, then non-binding mediation administered by JAMS in Miami Beach, Florida, and then final and binding arbitration administered by JAMS before a single arbitrator in Miami Beach, Florida. To the fullest extent permitted by law, all disputes shall be resolved on an individual basis, and each Party waives any right to a jury trial and to participate in any class or representative proceeding. Either Party may seek injunctive relief in a court of competent jurisdiction, and the prevailing Party is entitled to its reasonable attorneys' fees and costs.
13.2 Miscellaneous. This Agreement, including its Exhibits, is the entire agreement on its subject matter, supersedes prior understandings, may be amended only in a writing signed by both Parties, and may not be assigned without the other Party's consent (except to a successor in interest). If any provision is unenforceable, the remainder continues in effect. Neither Party is liable for delays caused by events beyond its reasonable control.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
PROVIDER: MedGrid, LLC
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[Specify at execution: number of Seats, per-Seat rate (floor $25 per Seat per month), billing frequency, any minimum commitment, and the initial term and renewal periods.]
The executed MedGrid Business Associate Agreement between the parties is incorporated by reference.