MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement" or "MSA") is entered into as of the Effective Date by and between WeGotDocs LLC, a limited liability company organized under the laws of the State of New Jersey ("WeGotDocs," "Company," "we," "us," or "our"), and the healthcare provider or entity executing this Agreement ("Client," "Provider," "you," or "your").

ARTICLE 1 – RECITALS AND PURPOSE

WeGotDocs operates an online platform at wegotdocs.com (the "Platform") that facilitates connections between patients seeking healthcare providers and licensed healthcare professionals, including provider search, profile listings, appointment booking requests, and patient ratings and reviews. WeGotDocs is NOT an Electronic Medical Records (EMR) provider, a healthcare provider, a medical practice, a medical referral service, or a medical billing service. WeGotDocs does not integrate with any EMR system; appointment booking requests are communicated to Client solely via email notification. In consideration of the mutual covenants herein, the parties agree as follows.

ARTICLE 2 – DEFINITIONS

• "Appointment Notification" means the automated email notification sent by WeGotDocs to Client when a Patient submits a booking request through the Platform.
• "Authorized Users" means healthcare professionals and administrative personnel designated by Client to access the Platform.
• "Client Data" means all data, information, and materials submitted by Client or Authorized Users through the Platform.
• "Credential Verification" means WeGotDocs's limited administrative review of Client licensure as described in Section 4.2.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and all implementing regulations.
• "Patient" means any individual who uses the Platform to search for or book appointments with healthcare providers.
• "PHI" means Protected Health Information as defined under HIPAA.
• "Platform Policies" means the Terms and Conditions, Privacy Policy, Acceptable Use Policy, Review & Ratings Policy, Cookie Policy, and all other policies published by WeGotDocs, each incorporated herein by reference.
• "Review Content" means Patient-submitted ratings, reviews, and commentary regarding Client, governed by the Review & Ratings Policy (Document 6).
• "Services" means Platform access, profile listing, Appointment Notification services, and any ancillary services provided under this Agreement.

ARTICLE 3 – SERVICES

3.1 Platform Access

Subject to Client's compliance with this Agreement and payment of all fees, WeGotDocs grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Client's internal business operations during the Term.

3.2 Appointment Notification Service

WeGotDocs will deliver Appointment Notifications to Client via email. Client acknowledges and agrees that:

• WeGotDocs does NOT integrate with, access, or transmit data to or from any EMR or electronic health records system.
• Appointment Notifications contain only basic scheduling information (Patient name, contact information, requested appointment time, and reason for visit if provided).
• Client is solely responsible for independently confirming all appointments directly with Patients and entering relevant information into Client's own clinical and scheduling systems.
• Appointment Notifications are not medical records and shall not be treated as a substitute for Client's own record-keeping obligations.

3.3 Email Delivery Service Level

WeGotDocs will use commercially reasonable efforts to transmit Appointment Notifications within fifteen (15) minutes of a Patient's booking submission. However, Client acknowledges that email delivery depends on third-party infrastructure beyond WeGotDocs's control. Accordingly:

• Client must designate at least one monitored email address and keep it current. Client is responsible for whitelisting WeGotDocs's sending domains and monitoring spam/junk folders.
• WeGotDocs will maintain a Platform dashboard where Client may view all pending booking requests, which shall serve as the authoritative record of booking requests independent of email delivery.
• Client agrees to check the Platform dashboard at least once per business day. WeGotDocs SHALL NOT BE LIABLE for missed appointments, Patient harm, or lost business arising from email non-delivery, spam filtering, Client's failure to monitor email or the dashboard, or incorrect contact information provided by Client.
• If WeGotDocs becomes aware of a systemic notification delivery failure affecting Client, WeGotDocs will use commercially reasonable efforts to notify Client through alternative means within twenty-four (24) hours.

3.4 Service Limitations

WeGotDocs expressly does not provide: medical or clinical advice; EMR or health record management or integration; medical billing, coding, or claims services; insurance verification; clinical decision support; patient care coordination; or any service constituting the practice of medicine or any licensed healthcare profession. WeGotDocs does not recommend or endorse any provider and is not a referral service. Search results and rankings are generated algorithmically as described in the Review & Ratings Policy.

ARTICLE 4 – CLIENT OBLIGATIONS

4.1 Professional Licensure

Client represents, warrants, and covenants on a continuing basis that each Authorized User who is a healthcare professional: (a) holds all current, valid licenses, certifications, registrations, and credentials required by law for the services for which they are listed; (b) is in good standing with all applicable licensing boards; (c) has not been excluded, debarred, or suspended from participation in Medicare, Medicaid, or any federal or state healthcare program; (d) is not listed on the HHS Office of Inspector General List of Excluded Individuals/Entities (LEIE) or the GSA System for Award Management (SAM) exclusion list; and (e) will notify WeGotDocs in writing within five (5) business days of any adverse licensure action, exclusion, malpractice judgment, or criminal charge related to professional practice.

4.2 Credential Verification Process

WeGotDocs will perform the following limited administrative verification before activating a provider profile and at least annually thereafter: (a) confirmation that the license number provided by Client appears as active in the applicable state licensing board's public database; (b) screening against the OIG LEIE exclusion database; and (c) confirmation of NPI number validity against the NPPES registry. CLIENT ACKNOWLEDGES THAT THIS VERIFICATION IS AN ADMINISTRATIVE SCREENING ONLY. WeGotDocs does not perform primary source verification, does not credential providers to hospital or payer standards, does not verify board certification, education, training, malpractice history, or clinical competence, and makes no representation to Patients or anyone else regarding Client's qualifications or quality of care. Verification or profile activation is not an endorsement. WeGotDocs may suspend or remove any profile that fails verification at any time without liability.

4.3 Professional Liability Insurance

Client represents, warrants, and covenants on a continuing basis that Client maintains, at its own expense, professional liability (malpractice) insurance with minimum limits of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate, or such higher or different limits as required by applicable state law, covering all Authorized Users. Client shall notify WeGotDocs in writing within five (5) business days of any cancellation, non-renewal, or material reduction in coverage. UPON WEGOTDOCS'S WRITTEN REQUEST AT ANY TIME, Client shall deliver a current certificate of insurance evidencing such coverage within ten (10) days; WeGotDocs may suspend Client's profile without liability if a requested certificate is not timely provided. WeGotDocs has no duty to request, collect, track, or verify certificates of insurance, and the absence of such a request shall not be construed as a waiver, an assumption of any duty, or a representation by WeGotDocs to any person regarding Client's coverage. Failure to maintain required insurance is a material breach of this Agreement.

4.4 Accurate Information

Client shall ensure all profile information (credentials, specialties, locations, hours, insurance acceptance, contact information) is accurate, complete, current, and compliant with applicable professional advertising rules. Client shall update information within five (5) business days of any material change. Client shall not make claims of specialization or board certification it does not hold.

4.5 Compliance with Law

Client shall use the Platform in compliance with all applicable laws, including HIPAA, the TCPA, the CAN-SPAM Act, state medical practice acts, state consumer protection laws, federal and state anti-kickback statutes, the Stark Law (to the extent applicable), fee-splitting prohibitions, and professional ethics rules. Client represents that its payment of subscription fees to WeGotDocs is a flat fee for marketing and administrative technology services, is not contingent on patient volume or value of referrals, and does not constitute payment for referrals under any federal or state law.

4.6 Patient Communication and Care

Upon receipt of an Appointment Notification, Client is solely responsible for: contacting the Patient to confirm or decline the appointment within a commercially reasonable time; verifying Patient identity, insurance, and eligibility; providing all clinical care; obtaining all required consents; and creating and maintaining all medical records as required by law.

4.7 Review Responses — HIPAA Warning

Client acknowledges that Patient reviews are governed by the Review & Ratings Policy (Document 6). CLIENT IS EXPRESSLY WARNED that responding to any Patient review in a manner that confirms, implies, or reveals that the reviewer is or was Client's patient — including acknowledging an appointment, treatment, diagnosis, or visit — may constitute an impermissible disclosure of PHI in violation of HIPAA, for which Client (not WeGotDocs) bears sole responsibility. Client shall follow the response guidelines in the Review & Ratings Policy and shall indemnify WeGotDocs for any claim arising from Client's review responses.

4.8 No Unauthorized Use

Client shall not: share credentials with unauthorized persons; use the Platform unlawfully; reverse engineer, scrape, or copy the Platform; introduce malicious code; circumvent security; submit or solicit fake reviews; use the Platform to send unsolicited communications; or use Patient contact information obtained through the Platform for any purpose other than the requested appointment and related care, unless the Patient separately consents.

ARTICLE 5 – FEES AND PAYMENT

5.1 Fees

Client agrees to pay the Subscription Fee and other fees specified in the applicable Order Form or as displayed at the time of subscription. All fees are flat-rate fees for technology and administrative services and are not based on patient volume, referral value, or completed appointments. All fees are in U.S. dollars and, except as expressly stated or required by law, non-refundable.

5.2 Billing and Payment

Fees are billed in advance monthly or annually. Payment is due upon invoicing. Client authorizes WeGotDocs to charge the designated payment method for all fees when due.

5.3 Late Payment

Past-due amounts accrue interest at 1.5% per month (or the maximum lawful rate, if lower). WeGotDocs may suspend access for accounts thirty (30) or more days past due.

5.4 Taxes

Client is responsible for all applicable taxes other than taxes on WeGotDocs's net income.

5.5 Fee Changes

WeGotDocs may modify fees upon thirty (30) days' written notice; continued use after the notice period constitutes acceptance.

ARTICLE 6 – INTELLECTUAL PROPERTY

6.1 WeGotDocs IP

WeGotDocs retains all right, title, and interest in the Platform, software, documentation, trademarks, ranking algorithms, and all modifications and derivatives. No rights are granted except as expressly stated.

6.2 Client Data

Client retains ownership of Client Data. Client grants WeGotDocs a non-exclusive, worldwide, royalty-free license to use, process, store, and display Client Data as necessary to provide the Services and as permitted by this Agreement, the BAA, and applicable law.

6.3 Feedback

WeGotDocs may freely use any feedback or suggestions Client provides, without restriction or compensation.

6.4 Aggregate Data

WeGotDocs may use aggregated, de-identified data (de-identified in accordance with 45 C.F.R. § 164.514) for analytics, research, benchmarking, and product improvement, provided such data does not identify Client or any Patient.

ARTICLE 7 – CONFIDENTIALITY

Each party shall protect the other's non-public information with at least reasonable care, use it only for purposes of this Agreement, and not disclose it to third parties without consent. Exclusions: information that is public through no breach, already rightfully known, independently developed, or legally compelled (with prompt notice to the disclosing party where lawful). Confidentiality obligations survive termination for five (5) years; trade secrets are protected for as long as they remain trade secrets.

ARTICLE 8 – HIPAA COMPLIANCE

The parties shall comply with the Business Associate Agreement (Document 2), incorporated herein by reference. In any conflict between this MSA and the BAA regarding PHI, the BAA controls. WeGotDocs maintains a written HIPAA security program, including an incident response plan, workforce training, and annual risk analysis, as summarized in the BAA.

ARTICLE 9 – PRIVACY AND PLATFORM POLICIES

Client's use of the Platform is also governed by the Platform Policies, including the Privacy Policy (Document 4), Acceptable Use Policy (Document 7), Review & Ratings Policy (Document 6), and Cookie Policy (Document 8), each incorporated by reference. Client shall not make representations regarding WeGotDocs's privacy or security practices beyond those WeGotDocs publishes.

ARTICLE 10 – REPRESENTATIONS, WARRANTIES, AND DISCLAIMER

10.1 Mutual

Each party represents that it is duly organized and in good standing, has authority to enter this Agreement, and will comply with applicable law.

10.2 WeGotDocs

WeGotDocs warrants the Platform will perform materially in accordance with its documentation under normal use and that WeGotDocs will maintain commercially reasonable administrative, physical, and technical safeguards.

10.3 Client

Client warrants that: it has all rights to grant the licenses herein; Client Data and profile content are accurate and non-infringing; all Authorized Users are duly licensed or appropriately supervised; and Client's use of the Platform complies with all healthcare fraud and abuse laws.

10.4 DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN SECTION 10.2, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WEGOTDOCS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WEGOTDOCS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, GUARANTEED EMAIL DELIVERY, ANY VOLUME OF PATIENT BOOKINGS, OR THE ACCURACY OF PATIENT-SUBMITTED INFORMATION OR REVIEW CONTENT.

ARTICLE 11 – LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION; (b) WEGOTDOCS'S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; (c) THESE LIMITS SURVIVE FAILURE OF ESSENTIAL PURPOSE; AND (d) THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED BY LAW. WEGOTDOCS HAS NO LIABILITY WHATSOEVER FOR CLINICAL CARE, CLINICAL OUTCOMES, OR THE CONTENT OF PATIENT REVIEWS.

ARTICLE 12 – INDEMNIFICATION

12.1 By Client

Client shall defend, indemnify, and hold harmless WeGotDocs and its officers, directors, employees, and agents from all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of this Agreement or any Platform Policy; (b) Client's violation of law, including HIPAA violations arising from Client's review responses or handling of Patient information; (c) clinical services provided or not provided by Client; (d) Client Data and profile content; (e) any Patient claim arising from Client's conduct; (f) Client's failure to maintain required licensure or insurance; and (g) any claim that Client's participation on the Platform violates fraud and abuse, fee-splitting, or referral laws due to Client's particular circumstances.

12.2 By WeGotDocs

WeGotDocs shall defend and indemnify Client against third-party claims that the Platform, as provided and used in accordance with this Agreement, infringes a U.S. patent, copyright, trademark, or trade secret, conditioned on prompt notice, sole control of defense, and reasonable cooperation. This Section states WeGotDocs's entire IP-infringement liability.

ARTICLE 13 – TERM AND TERMINATION

This Agreement begins on the Effective Date and continues for the Initial Term in the Order Form, renewing automatically for one-year periods. Either party may terminate for convenience on thirty (30) days' notice (no refund of prepaid fees except as required by law), or immediately for material breach uncured within fifteen (15) days of notice, insolvency, or illegality. WeGotDocs may suspend or terminate immediately if Client loses required licensure, appears on an exclusion list, fails insurance requirements, or poses a risk to Patients or the Platform. Upon termination, licenses end, the profile is removed, outstanding fees become due, and Articles 6–9, 10.4, 11, 12, 13, and 14 survive.

ARTICLE 14 – GENERAL PROVISIONS

Governing law: State of New Jersey (WeGotDocs's state of organization), without regard to conflicts rules, except that healthcare licensure and practice matters remain governed by the law of the state where care is rendered. Disputes: good-faith negotiation, then binding arbitration administered by JAMS under its Streamlined Rules, seat in WeGotDocs's home state; judgment may be entered in any competent court; JURY TRIAL AND CLASS ACTIONS ARE WAIVED to the extent permitted by law. Notices: in writing to legal@wegotdocs.com or the addresses on file, effective on confirmed receipt. Force majeure applies to events beyond reasonable control. This Agreement plus the Platform Policies, BAA, and Order Forms are the entire agreement; amendments per thirty (30) days' notice with affirmative acceptance for material changes; severability, no-waiver, and assignment terms apply (Client may not assign without consent; WeGotDocs may assign in a merger or asset sale). The parties are independent contractors; WeGotDocs is not a healthcare provider, employer of any clinician, referral service, or medical group.