Provider Service Agreement

1. Services Provided

FinVerified provides Provider with access to the FinVerified Payment Pathway Compliance™ platform, which includes: compliance monitoring and verification, Magic Link patient payment facilitation, state-specific disclosure delivery, lender partner directory access, provider compliance reporting, and related features as updated from time to time. Services are subject to the current platform documentation at finverified.ai.

2. Subscription Fees and Billing

Base fee: $349.00 per active practice location per month, billed monthly in advance.

Team member access: $6.99 per team member per month for any users beyond the included seats in Provider's subscription tier.

Billing: Fees are charged to the payment method on file at the start of each billing cycle. FinVerified may update fees with thirty (30) days' written notice; continued use after the effective date constitutes acceptance.

Taxes: Provider is responsible for all applicable taxes on fees charged under this Agreement.

3. Payment Terms and Consequences of Non-Payment

Fees are due on the billing date. Accounts fifteen (15) or more days past due may be suspended without further notice. Accounts thirty (30) or more days past due may be terminated. FinVerified reserves the right to charge interest at 1.5% per month on past-due balances. Provider is responsible for all reasonable collection costs including attorneys' fees. Suspension or termination for non-payment does not relieve Provider of accrued fee obligations.

4. Permitted Use

Provider may use the platform solely for its own internal compliance and payment facilitation purposes. Provider may not: (a) resell, sublicense, or share platform access with entities outside Provider's practice; (b) use the platform to facilitate payments for services not actually rendered or intended to be rendered; (c) reverse-engineer, decompile, or extract any source code or proprietary methodology; (d) circumvent any security, compliance, or audit feature; or (e) use the platform in violation of applicable federal, state, or local law.

5. Provider Representations and Warranties

Provider represents, warrants, and covenants throughout the term that: (a) it is a duly licensed healthcare practice authorized to operate in every jurisdiction where it uses the platform; (b) all information provided during onboarding and thereafter is and will remain accurate, current, and complete; (c) it will update its account information within five (5) business days of any material change; (d) it will not use the platform to process payments for services not rendered; (e) it will comply with HIPAA, applicable state patient financial communication laws, and all other laws governing its operations; and (f) no individual with ownership or control of Provider is on any federal exclusion, sanctions, or debarment list.

6. FinVerified's Compliance Role — Critical Limitation

FinVerified is a compliance verification and monitoring platform — it is not a law firm, licensed financial advisor, or regulatory authority. FinVerified verifies that Provider's payment pathway operations are structured consistently with applicable requirements as understood at the time of verification. FinVerified's verification does not constitute legal advice, does not guarantee regulatory compliance, and does not represent that use of the platform will prevent any regulatory investigation, penalty, or enforcement action. Provider remains solely and exclusively responsible for its own legal and regulatory compliance. No statement by FinVerified or its representatives modifies this limitation.

7. Intellectual Property

FinVerified owns all right, title, and interest in the platform, software, compliance methodologies, disclosure libraries, scoring algorithms, and all associated intellectual property. Provider receives a limited, non-exclusive, non-transferable, revocable license to access and use the platform during the term solely as permitted by this Agreement. No other rights are granted. Provider's use of the platform creates no implied license in any FinVerified intellectual property.

8. Data License and HIPAA

Provider grants FinVerified a limited license to process Provider data and patient transaction data as necessary to provide the Services. FinVerified may use de-identified and aggregated data for platform improvement and analytics. FinVerified's handling of Protected Health Information is governed exclusively by the Business Associate Agreement executed during onboarding, which is incorporated herein by reference.

9. Confidentiality

Each party will protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care. "Confidential Information" means non-public information disclosed in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidentiality obligations survive termination for three (3) years. Exceptions apply to information that is publicly available, independently developed, or required to be disclosed by law (with prompt prior notice to the other party where permitted).

10. Limitation of Liability

To the maximum extent permitted by applicable law:

(a) FinVerified's total cumulative liability to Provider for all claims arising under or related to this Agreement, regardless of the form of action, will not exceed the greater of: (i) the total fees actually paid by Provider to FinVerified in the three (3) calendar months immediately preceding the event giving rise to the claim, or (ii) five hundred dollars ($500.00).

(b) In no event will FinVerified be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, business opportunity, or goodwill, arising out of or related to this Agreement, even if FinVerified has been advised of the possibility of such damages, and regardless of the theory of liability (contract, tort, strict liability, or otherwise).

(c) The limitations in this section are an essential element of the basis of the bargain and reflect a reasonable allocation of risk. FinVerified would not offer the platform on these terms without these protections.

11. Indemnification by Provider

Provider will indemnify, defend (with counsel acceptable to FinVerified), and hold harmless FinVerified and its officers, directors, employees, agents, successors, and assigns from and against any third-party claims, actions, damages, losses, liabilities, and reasonable attorneys' fees arising from or related to: (a) Provider's breach of any representation, warranty, or obligation under this Agreement; (b) Provider's violation of applicable law; (c) any dispute between Provider and a patient regarding services, amounts, or clinical care; (d) Provider's use of the platform in a manner inconsistent with this Agreement or platform documentation; or (e) any inaccuracy in information Provider submitted during onboarding or thereafter.

12. Term

This Agreement begins on the date Provider activates its account and continues month-to-month unless terminated. Either party may terminate with thirty (30) days' written notice. FinVerified may terminate immediately and without notice if Provider: (a) breaches a material obligation and fails to cure within ten (10) days after written notice; (b) violates applicable law; (c) is found on any federal sanctions, exclusion, or debarment list; (d) becomes insolvent or makes an assignment for the benefit of creditors; or (e) engages in fraud or willful misconduct. Upon termination for any reason: (i) Provider's access ceases immediately (or at end of notice period for convenience terminations); (ii) all accrued fees remain due and payable; and (iii) each party returns or destroys the other's Confidential Information upon written request.

13. Governing Law; Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising under or related to this Agreement that cannot be resolved informally will be submitted to binding arbitration administered by JAMS in Miami, Florida under the JAMS Streamlined Arbitration Rules then in effect. The arbitration will be conducted in English by a single arbitrator with healthcare technology or SaaS expertise. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek preliminary injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm without waiving its right to arbitrate the underlying dispute. Class arbitrations and class actions are expressly waived.

14. General Provisions

(a) Entire Agreement. This Agreement, together with the ToS, Privacy Policy, BAA, DPA, and Limitation of Liability Addendum, constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements, representations, and understandings.

(b) Amendment. FinVerified may update this Agreement with thirty (30) days' notice. Continued use constitutes acceptance.

(c) Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in full force.

(d) Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

(e) Assignment. Provider may not assign this Agreement without FinVerified's prior written consent. FinVerified may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

(f) Notices. Notices to FinVerified: legal@finverified.ai. Notices to Provider: primary contact email on file.