End User Agreement

GAZAM, INC. END USER LICENSE AGREEMENT (EULA), Terms of service, and Privacy Policy.

Version: Draft 12012025
Effective Date: 12/1/2025

This End User License Agreement (the "EULA") is a binding agreement between Gazam, Inc., a Florida corporation ("Gazam"), and the customer identified in the applicable Order Form, Amendment, Service Agreement, reseller order, or other signed commercial document referencing this EULA ("Customer"). If the individual accepting this EULA does so on behalf of an entity, that individual represents that he or she has authority to bind that entity.
By: (a) signing an Order Form, Amendment, or other commercial document that incorporates this EULA; (b) clicking acceptance where made available; (c) installing, accessing, or using the Software; or (d) authorizing Gazam to begin implementation or migration services, Customer agrees to this EULA.
1. Definitions
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Authorized User" means an employee, contractor, clinician, consultant, or other individual authorized by Customer to access or use the Software on Customer's behalf.
"Customer Data" means data, records, files, content, and information submitted to, stored in, transmitted through, or processed by the Software on Customer's behalf, including data migrated from legacy systems. Customer Data does not include Gazam technology, software telemetry, usage metadata, or Aggregated Data.
"Converted Customer" means a Customer that is transitioning, migrating, converting, or replacing another software platform, legacy platform, or prior vendor with the Software.
"Documentation" means Gazam's user guides, setup instructions, implementation materials, and standard technical documentation made available to Customer.
"Order Form" means any signed amendment, order form, statement of work, proposal, reseller order, or other written commercial document executed by the parties that references this EULA.
"Professional Services" means migration, onboarding, implementation, configuration, training, custom development, integration assistance, and other services performed by Gazam.
"Software" means Gazam's software applications, hosted platform, related interfaces, and associated Documentation made available under an Order Form.
"Subscription Term" means the initial and any renewal term stated in the applicable Order Form.
2. Order of Precedence
The parties agree to the following order of precedence in the event of a conflict:
1. the applicable Order Form;
2. any signed Business Associate Agreement, Data Processing Addendum, or similar privacy/security addendum, but only as to privacy, security, and regulated-data issues expressly covered by that document;
3. this EULA;
4. Gazam's then-current Privacy Policy, solely for website and general privacy disclosures and not for commercial terms.
No customer-issued purchase order, vendor setup form, side letter, BAA, policy attachment, or other document shall modify this EULA or any Order Form unless expressly accepted in a written instrument signed by an authorized officer of Gazam.
3. License Grant and Authorized Use
Subject to this EULA and the applicable Order Form, Gazam grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software solely for Customer's internal business operations and solely by Authorized Users.
Customer shall not, and shall not permit any third party to:
• copy, modify, translate, or create derivative works of the Software except as expressly allowed by law and only to the extent such law cannot be waived;
• reverse engineer, decompile, disassemble, or attempt to discover source code, object code, structure, algorithms, or non-public APIs of the Software;
• bypass or disable security, rate limits, authentication controls, or usage restrictions;
• use the Software to build a competing product or service;
• resell, rent, lease, sublicense, timeshare, or otherwise make the Software available to third parties except as expressly authorized in a separate signed reseller or white-label agreement;
• use the Software in violation of applicable law.
Customer is responsible for all acts and omissions of its Authorized Users.
4. Ownership; Customer Data
As between the parties:
• Gazam owns all right, title, and interest in and to the Software, Documentation, Professional Services work product, Gazam trademarks, and all related intellectual property rights;
• Customer owns all right, title, and interest in and to Customer Data.
Customer grants Gazam and its subprocessors a limited, non-exclusive right during the Subscription Term, and for any post-termination period reasonably necessary to fulfill legal or contractual obligations, to host, copy, transmit, process, migrate, back up, display, and otherwise use Customer Data solely to:
1. provide, secure, support, and improve the Software and Professional Services;
2. perform migration, implementation, maintenance, support, and troubleshooting;
3. comply with applicable law and enforce the parties' agreements.
Gazam may generate and use de-identified, aggregated, and anonymized information derived from use of the Software ("Aggregated Data") for analytics, benchmarking, service improvement, security, and product development, provided such Aggregated Data does not identify Customer or any individual.
5. Protected Health Information and Separate BAA
If Gazam will create, receive, maintain, or transmit Protected Health Information on Customer's behalf, the parties shall execute Gazam's then-current standard Business Associate Agreement ("BAA") or another mutually executed written arrangement satisfying applicable HIPAA requirements before regulated data is disclosed to Gazam, unless an existing signed written arrangement between the parties already satisfies that function. Customer shall not be required to disclose PHI to Gazam before the effective date of the BAA.
This EULA is not intended to replace a required BAA. The BAA governs PHI-specific privacy and security obligations only. Except for those PHI-specific obligations expressly addressed in the BAA, all commercial, operational, payment, licensing, liability, venue, implementation, migration, acceptance, termination, and other non-PHI terms remain governed by the Order Form and this EULA.
Customer acknowledges that Gazam may use subcontractors, cloud providers, and service providers in delivering the Software, provided Gazam remains responsible for its obligations under the BAA and this EULA.
No BAA, security questionnaire, vendor onboarding form, customer policy document, or customer-provided privacy or security addendum shall amend the commercial terms of any Order Form or this EULA unless the amendment is expressly set forth in a written instrument signed by an authorized officer of Gazam.
For Customers whose use of the Software involves PHI, Gazam may require execution of its standard BAA as part of onboarding, migration, implementation, or continued access to PHI-enabled functionality.
6. Subscription Fees; Billing; Taxes
Customer shall pay the fees, charges, and expenses set forth in the applicable Order Form.
Unless otherwise expressly stated in the applicable Order Form:
• all payments are due thirty (30) days in advance of the applicable billing period;
• billing occurs in increments of no less than ninety (90) days;
• fees are non-cancelable and non-refundable except as expressly stated in this EULA or an Order Form;
• fees do not include applicable sales, use, gross receipts, value-added, withholding, or similar taxes, duties, or governmental assessments, all of which are Customer's responsibility other than taxes based on Gazam's net income.
Gazam may change pricing only for renewal terms or new purchases upon prior written notice. No pricing change will alter an executed Order Form during its then-current committed term unless agreed in writing by both parties.
If Customer provides a payment card, ACH authorization, or other approved payment method, Customer authorizes Gazam to charge that payment method for undisputed fees due under the applicable Order Form.
Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law.
7. Subscription Term; Renewal
The Subscription Term shall be as stated in the applicable Order Form.
For Converted Customers, the initial Subscription Term shall be no less than one (1) year unless a different minimum term is expressly stated in the applicable Order Form.
Unless the Order Form states otherwise, after the initial Subscription Term the subscription will automatically renew for successive ninety (90)-day periods unless either party gives at least thirty (30) days' prior written notice of non-renewal before the start of the next renewal period.
Termination or non-renewal does not relieve Customer of any fees already accrued or any minimum payment commitment already earned under an Order Form.
Customer acknowledges that the automatic renewal terms have been clearly disclosed.
8. Professional Services; Migration; Customer Cooperation
Any Professional Services, including migration, onboarding, implementation, configuration, training, integration assistance, and custom development, shall be governed by the applicable Order Form or statement of work.
Customer shall timely:
• provide accurate information, access credentials, legacy-system access, technical contacts, and decisions reasonably needed to perform the services;
• execute required onboarding, security, and PHI-related documentation, including any required BAA, before disclosure of regulated data;
• maintain required third-party systems, licenses, and environments under Customer's control;
• participate in testing, validation, and go-live activities as reasonably requested;
• review deliverables and provide approvals, questions, or objections within a commercially reasonable time.
Gazam is not responsible for delays caused by Customer, Customer's third-party vendors, incomplete data, corrupted legacy data, third-party environment restrictions, or force majeure events.
If Customer delays, blocks, refuses to facilitate, or materially interferes with implementation, migration, PHI onboarding, testing, custom development, or go-live activities for more than fifteen (15) days after written notice from Gazam, Gazam may: (a) reschedule services; (b) invoice for work performed and resources reserved; (c) deem milestone-based Professional Services accepted for billing purposes to the extent Gazam was ready to perform and Customer's actions prevented completion; and (d) if the applicable Order Form contains discounted pricing conditioned on timely migration, onboarding cooperation, go-live timing, or completion of a minimum commitment term, immediately convert such discounted pricing to Gazam's undiscounted standard rates for the remainder of the applicable commitment term.
Any promotional, transition, migration, or legacy-customer discount is expressly conditioned on Customer's timely cooperation with onboarding, migration, implementation, testing, PHI enablement, and go-live activities. If Customer fails to provide required access, approvals, data, signatures, or technical cooperation after written notice from Gazam, Customer forfeits such conditional discount and shall pay Gazam's standard undiscounted rates for the remainder of the applicable commitment term unless the Order Form expressly provides otherwise.
If Gazam has begun custom programming, engineering, data mapping, migration preparation, configuration, integration work, or other implementation services for Customer, and Customer thereafter delays, refuses to cooperate, abandons the migration, or otherwise prevents Gazam from proceeding on the agreed schedule, Customer shall remain responsible for: (i) all fees for completed work; (ii) any fees for work in progress that are billed on a time-and-materials, milestone, sprint, or phase-completion basis under the applicable Order Form or implementation exhibit; and (iii) any fixed implementation recovery fee, migration recovery fee, or other pre-go-live charge expressly stated in the applicable Order Form, statement of work, or fee schedule.
If an Order Form includes discounted or waived migration, onboarding, configuration, or custom development fees conditioned on Customer's timely cooperation or completion of a minimum commitment term, and Customer materially breaches those conditions, Gazam may invoice the previously waived amount expressly stated in the Order Form or, if no amount is stated there, Gazam's then-current standard rates for the completed work, less any amounts already paid.
If the parties agree in an Order Form to a fixed implementation recovery fee, migration recovery fee, or other fixed pre-go-live charge applicable upon Customer-caused delay, refusal to cooperate, or abandonment of the migration after Gazam has reserved personnel, performed engineering work, mapped data, configured the environment, or committed implementation resources, the parties agree that such stated amount is intended as liquidated damages and not a penalty because actual damages from such disruption would be difficult to calculate with precision at the time of contracting. Any such fixed amount must be expressly set forth in the applicable Order Form, statement of work, or fee schedule incorporated therein.
Any delivery date, go-live date, acceptance date, or custom-development milestone shall be automatically extended for any period of delay caused by Customer's failure to provide access, information, approvals, BAA execution, testing participation, data, or other required cooperation, plus a commercially reasonable remobilization period. Gazam shall not be in breach for failure to meet the original schedule to the extent the delay was caused by Customer.
If Customer-caused delay compresses the implementation schedule or materially impairs Gazam's ability to complete all custom features or enhancements by the original target go-live date, Gazam may resequence, defer, or deliver non-core custom features, enhancements, reports, or workflow changes in a later post-go-live release plan without such resequencing or deferral constituting breach, so long as Gazam continues to use commercially reasonable efforts to complete the deferred items on the adjusted timeline.
For clarity, unless an Order Form expressly states otherwise, Gazam's remedies under this Section are cumulative only to the extent they compensate different categories of loss, such as loss of conditional discounted pricing, payment for completed services, and a separately stated implementation recovery fee. Gazam shall not recover both a fixed liquidated-damages amount and duplicative actual damages for the same category of harm.
9. Acceptable Use; Security; Credentials
Customer shall use commercially reasonable efforts to prevent unauthorized access to the Software and shall promptly notify Gazam of any known or suspected unauthorized access, credential compromise, or security incident involving the Software.
Customer is responsible for:
• maintaining the confidentiality of login credentials under Customer's control;
• configuring and managing Customer-controlled devices, networks, identity systems, and cloud environments;
• ensuring Authorized Users use the Software in accordance with this EULA.
Gazam may suspend access to affected accounts or features to address a security threat, unlawful conduct, or material misuse of the Software. Gazam will use commercially reasonable efforts to limit any suspension to the minimum scope and duration reasonably necessary.
10. Support; Updates; Availability
Gazam may provide support, maintenance, updates, patches, bug fixes, and new versions in accordance with the applicable Order Form or Gazam's then-current support practices.
Customer acknowledges that certain functions, update methods, and deployment options may depend on third-party operating systems, cloud environments, application stores, or infrastructure not controlled by Gazam.
Gazam may modify the Software from time to time, provided Gazam does not materially reduce the core functionality purchased by Customer during the then-current Subscription Term.
11. Third-Party Services; Subprocessors
The Software may interoperate with third-party services, payment processors, cloud environments, hosting providers, or customer-managed systems. Gazam is not responsible for the availability, operation, or security of third-party products not under Gazam's control, except to the extent expressly assumed in a signed Order Form or BAA.
Where Gazam uses subprocessors to deliver the Software, Gazam remains responsible for its contractual obligations under this EULA.
12. Confidentiality
Each party receiving Confidential Information ("Recipient") from the other party ("Discloser") shall:
• use the Discloser's Confidential Information only to perform or receive services under the parties' agreements;
• protect such information using at least reasonable care;
• not disclose such information except to employees, contractors, Affiliates, advisors, and subprocessors who have a need to know and are bound by confidentiality obligations.
Confidential Information does not include information that the Recipient can demonstrate:
1. is or becomes public through no fault of the Recipient;
2. was already lawfully known to the Recipient without confidentiality restriction;
3. is lawfully received from a third party without breach of any obligation;
4. is independently developed without use of the Discloser's Confidential Information.
A Recipient may disclose Confidential Information to the extent required by law, subpoena, or court order, provided the Recipient gives prompt notice when legally permitted.
13. Warranties; Disclaimers
Gazam warrants that it will provide Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards.
Except for the express warranties in this EULA and any Order Form, the Software, Documentation, Professional Services, and all related services are provided "as is" and "as available." To the maximum extent permitted by law, Gazam disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Gazam does not warrant that the Software will be uninterrupted or error-free, or that all defects will be corrected. Customer acknowledges that migrated data may be affected by the quality, completeness, formatting, integrity, and condition of legacy data and source systems.
14. Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, or business interruption, arising out of or relating to this EULA, even if advised of the possibility of such damages.
Gazam's total aggregate liability arising out of or relating to this EULA, the Software, and any Professional Services shall not exceed the total fees paid or payable by Customer to Gazam under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.
The exclusions and limitations in this Section do not apply to:
1. Customer's payment obligations;
2. either party's breach of Section 12 (Confidentiality);
3. Customer's infringement or misappropriation of Gazam's intellectual property rights;
4. either party's fraud, willful misconduct, or gross negligence to the extent such limitation cannot be enforced under applicable law.
15. Indemnification
Customer shall defend, indemnify, and hold harmless Gazam and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to:
• Customer Data or Customer's use of the Software in violation of law;
• Customer's breach of this EULA or the applicable Order Form;
• Customer's misuse of the Software or third-party systems.
Gazam shall defend Customer against third-party claims alleging that the unmodified Software, as provided by Gazam and used in accordance with this EULA, infringes a United States patent, copyright, trademark, or trade secret, and shall indemnify Customer against final judgments or approved settlements resulting from such claim, provided Customer promptly notifies Gazam, gives Gazam sole control of the defense and settlement, and reasonably cooperates.
Gazam shall have no obligation under this Section for claims arising from: (a) modifications not made by Gazam; (b) combination with items not supplied by Gazam; (c) use contrary to Documentation or this EULA; or (d) Customer Data.
16. Suspension; Termination
Gazam may suspend access to the Software upon written notice if:
1. Customer fails to pay undisputed amounts when due and does not cure within ten (10) days after notice;
2. Customer materially breaches this EULA, the applicable Order Form, or the BAA and does not cure within thirty (30) days after notice;
3. Customer refuses or fails to complete reasonable onboarding, implementation, migration, security, or PHI-enablement steps required for the subscribed services for more than fifteen (15) days after written notice from Gazam, where such refusal or failure materially prevents Gazam from delivering the contracted services;
4. continued access would create a material security risk, legal violation, or significant harm to Gazam, other customers, or the Software.
Either party may terminate this EULA or the affected Order Form for material breach not cured within thirty (30) days after written notice, unless a different cure period is stated in the applicable Order Form.
Upon expiration or termination:
• Customer's license rights cease;
• Customer shall pay all accrued but unpaid amounts, including any undiscounted pricing that became effective under Section 8 and any expressly applicable implementation recovery fee or previously waived service fees triggered under the Order Form;
• subject to any BAA and applicable law, Gazam will provide Customer a reasonable opportunity to retrieve Customer Data in Gazam's standard export format if requested within thirty (30) days after termination. Any data export is subject to Customer’s payment of all outstanding fees and reasonable export fees. Gazam may charge reasonable fees for any non-standard or extensive data export assistance.
• subject to any BAA and applicable law, Gazam will provide Customer a reasonable opportunity to retrieve Customer Data in Gazam’s standard export format if requested within thirty (30) days after termination. Gazam may charge reasonable fees for non-standard or extensive data export assistance, but Gazam will not deny access to or return of PHI where such access or return is required under the BAA or applicable law.
• thereafter Gazam may delete Customer Data in accordance with its retention practices, subject to any legal hold, BAA, backup cycle, or legal obligation.
17. EULA Modifications
Gazam may revise this EULA from time to time for new customers, new purchases, or renewal terms.
No revision shall retroactively alter any executed Order Form, pricing, commitment term, venue, governing law, scope of purchased services, BAA structure, or other material commercial term for an existing customer absent a written amendment signed by both parties.
18. Publicity; Feedback
Unless the applicable Order Form states otherwise, Gazam may identify Customer by name and logo in a customer list or general marketing materials. Customer may opt out at any time by written notice.
If Customer provides suggestions, ideas, enhancement requests, or other feedback regarding the Software, Gazam may use such feedback without restriction and without obligation, provided Gazam does not disclose Customer's Confidential Information in doing so.
19. Governing Law; Venue; Dispute Process
This EULA and any dispute arising out of or relating to it shall be governed by the laws of the State of Florida, without regard to conflict-of-laws principles.
The state and federal courts located in Miami-Dade County, Florida shall have exclusive jurisdiction and venue over disputes arising out of or relating to this EULA, except either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.
No claim arising out of or relating to this EULA may be brought more than one (1) year after the cause of action accrued, except to the extent a longer period is required by law for non-waivable claims.
The prevailing party in any action to enforce this EULA shall be entitled to recover its reasonable attorneys' fees and costs.
20. General
This EULA, together with the applicable Order Form and any signed BAA or other addendum, constitutes the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous understandings regarding that subject matter.
No waiver shall be effective unless in writing. Failure to enforce any provision is not a waiver.
If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision shall be enforced to the maximum extent permitted.
Customer may not assign this EULA without Gazam's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets involving this EULA. Any prohibited assignment is void. Gazam may assign this EULA in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
Sections that by their nature should survive termination shall survive, including Sections 4, 5, 6, 12, 13, 14, 15, 16, 19, and 20.
Export Compliance. Customer shall comply with all applicable U.S. export control laws and economic sanctions. The Software and any related technology may not be exported, re-exported, or transferred to any person or entity in violation of such laws.
Each party shall comply with all applicable laws, including anti-bribery and anti-corruption laws.
21. Electronic Signatures; Counterparts; Delivery
Order Forms, amendments, BAAs, and notices may be executed in counterparts and by electronic signature, PDF, or comparable electronic transmission, each of which shall be deemed an original and all of which together form one instrument.
22. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this EULA (other than payment obligations) to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor strikes, epidemics, pandemics, internet or cloud infrastructure failures, third-party hosting or payment processor outages, or governmental orders or restrictions.

GAZAM, INC. PRIVACY POLICY

At Gazam, your trust is our top priority. We know that as a professional, you handle sensitive information every day. This Privacy Policy explains how we collect, use, and safeguard your information with the utmost care so you can focus on growing your business.

1. Information We Lovingly Collect To provide you with a seamless and personalized experience, we collect information in a few standard ways. We collect the information you voluntarily provide to us when you create an account, update your profile, or reach out to our support team. We also automatically collect certain technical information when you use the platform, such as your IP address, browser type, and usage patterns, so we can ensure the software is running flawlessly for you.

2. How We Use Your Information to Serve You Better We use your information exclusively to make your Gazam experience better. This includes:

• Providing, maintaining, and continually improving our platform features.

• Processing your transactions efficiently and securely.

• Sending you friendly administrative messages, technical notices, and security alerts.

• Aggregating and anonymizing usage trends to build smarter, faster tools for the entire Gazam community. (As noted in our EULA, once data is fully anonymized, it is no longer considered personal or protected information).

3. Keeping Your Data Within Our Trusted Circle (Information Sharing) We do not sell your personal information. We only share your information in highly specific, necessary situations to keep the platform running. This includes sharing with trusted third-party service providers (like our secure cloud hosting and payment processors) who assist us in operating our platform. We may also disclose information if required to do so by law, or in the event of a business transfer, such as a merger or acquisition, to ensure your service continues without interruption.

4. Our Commitment to Health Data (PHI and HIPAA) We take the protection of healthcare data incredibly seriously. As fully detailed in Section 3 of our EULA, Gazam utilizes industry-standard physical, technical, and administrative safeguards to protect your Protected Health Information (PHI). Our overarching EULA serves as the governing framework and comprehensive Business Associate Agreement (BAA) for all such data, ensuring your practice remains entirely compliant and secure.

5. Updates to Our Privacy Practices As technology evolves, we may occasionally update this Privacy Policy to ensure we are always providing you with the best possible protection. We will quietly reflect those updates on this page. Your continued use of Gazam after any changes means you are completely comfortable with the updated practices.