Master Subscription and Services Agreement

This Master Subscription and Services Agreement ("Agreement") is entered into between Spektr Technology LLC, a Wisconsin limited liability company ("Spektr"), and the customer identified on an applicable Order Form, Quote, Proposal, Statement of Work, Invoice, Purchase Order, Subscription Registration, or other purchasing document ("Customer").

This Agreement governs Customer's purchase, access, licensing, and use of Spektr products and services, including but not limited to Trakr, Handoff, Entr, Fixr, Scribl, Lynke, and any related modules, applications, websites, software, hardware, support services, implementation services, consulting services, or future products made available by Spektr.

By executing an Order Form, accepting a Quote or Proposal, submitting a Purchase Order, paying an Invoice, creating an account, accessing the Services, or otherwise using any Spektr product or service, Customer agrees to be bound by this Agreement.

1. Definitions

For purposes of this Agreement, the following definitions shall apply:

2. Agreement Structure

2.1 Governing Documents

This Agreement establishes the general terms governing the relationship between Spektr and Customer. Specific products, services, pricing, subscription periods, implementation requirements, support levels, and other transaction-specific terms may be identified within one or more Order Forms.

2.2 Order of Precedence

In the event of a conflict between this Agreement and an Order Form, the Order Form shall control solely with respect to the conflicting provision. Unless expressly stated otherwise, all purchases, subscriptions, licenses, and Services shall be governed by this Agreement.

2.3 Future Purchases

Any future purchases, renewals, upgrades, additional licenses, additional users, additional modules, hardware purchases, or professional services shall be governed by this Agreement unless otherwise agreed in writing.

3. License Grant

3.1 Limited License

Subject to Customer's compliance with this Agreement and payment of all applicable fees, Spektr grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Term solely for Customer's internal business operations.

3.2 Authorized Users

Customer may permit Authorized Users to access and use the Services solely on Customer's behalf and subject to this Agreement. Customer is responsible for all actions taken by Authorized Users.

3.3 Reservation of Rights

The Services are licensed and not sold. Spektr retains all right, title, and interest in and to the Services, Software, Documentation, Hardware, intellectual property, source code, configurations, workflows, designs, interfaces, and all related materials. All rights not expressly granted to Customer are reserved by Spektr.

4. Acceptable Use Restrictions

Customer shall not, directly or indirectly:

5. Right to Suspend

Spektr may suspend access to all or part of the Services if Spektr reasonably believes that Customer has violated this Agreement, compromised the security of the Services, failed to pay amounts due, or engaged in conduct that may cause harm to Spektr, its customers, or third parties. Spektr shall use commercially reasonable efforts to provide notice prior to suspension when practical under the circumstances.

6. Customer Responsibilities

6.1 Authorized Users

Customer shall be responsible for all Authorized Users accessing or using the Services under Customer's account. Customer shall ensure all Authorized Users comply with the terms of this Agreement and shall be responsible for all activity occurring through Customer accounts.

6.2 Account Security

Customer shall maintain the confidentiality of usernames, passwords, authentication credentials, access tokens, and other account access information. Customer shall promptly notify Spektr upon becoming aware of any unauthorized access, suspected compromise, or misuse of Customer accounts.

6.3 Customer Systems and Equipment

Customer is solely responsible for obtaining and maintaining all computers, devices, internet connectivity, networks, telecommunications services, and other equipment necessary to access and use the Services.

6.4 Data Accuracy

Customer is solely responsible for the accuracy, completeness, legality, quality, and integrity of all Customer Data. Spektr shall have no responsibility for errors resulting from inaccurate, incomplete, outdated, misleading, or improperly entered Customer Data.

6.5 Compliance with Laws

Customer shall use the Services in compliance with all applicable federal, state, local, and international laws, regulations, rules, and governmental requirements.

6.6 Customer Policies

Customer shall be responsible for implementing and enforcing its own internal policies regarding:

• Data retention
• Record keeping
• Privacy
• Security
• Access management
• Incident response
• Regulatory compliance
• Employee conduct

6.7 Healthcare and Clinical Decisions

Customer acknowledges that the Services are administrative and operational tools designed to support information management, communications, reporting, workflow management, and organizational operations. The Services are not intended to replace professional medical judgment, clinical decision making, emergency response procedures, legal advice, or regulatory compliance obligations.

7. Professional Services

7.1 Professional Services

Spektr may provide Professional Services including implementation, onboarding, training, configuration, data migration, consulting, project management, integration services, software customization, and custom development. Professional Services shall be described in an applicable Order Form, Statement of Work, or other written agreement.

7.2 Customer Cooperation

Customer shall provide reasonable cooperation necessary for Spektr to perform Professional Services, including access to systems, facilities, timely feedback, required information, and designated project contacts. Delays caused by Customer may result in corresponding delays to project timelines.

7.3 Change Requests

Any material change to project scope, deliverables, timelines, assumptions, requirements, or responsibilities may require a written change order and additional fees.

7.4 Ownership of Custom Development

Unless otherwise expressly agreed in writing, Spektr shall retain all right, title, and interest in all software, source code, customizations, workflows, integrations, interfaces, scripts, configurations, modifications, enhancements, derivative works, and other deliverables created by Spektr. Subject to payment of all applicable fees, Customer is granted a non-exclusive license to use such deliverables solely in connection with the Services.

7.5 Project Acceptance

Professional Services shall be deemed accepted upon: (a) Customer's written acceptance; (b) Customer's productive use of the deliverable; or (c) fifteen (15) days after delivery if Customer has not provided written notice of a material deficiency.

8. Fees, Invoicing, and Payment

8.1 Fees

Customer agrees to pay all fees identified in the applicable Order Form, Quote, Proposal, Invoice, Statement of Work, or other purchasing document.

8.2 Invoices

Unless otherwise specified, invoices shall be due within thirty (30) days from the invoice date. All payments shall be made in United States Dollars.

8.3 Late Payments

Any amount not paid when due shall accrue interest at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted by applicable law.

8.4 Collection Costs

Customer shall be responsible for all reasonable costs incurred by Spektr in collecting overdue amounts, including collection agency fees, attorney fees, court costs, filing fees, and administrative expenses.

8.5 Taxes

All fees are exclusive of taxes. Customer shall be responsible for all applicable sales, use, excise, value-added, gross receipts, withholding, and similar taxes arising from Customer's purchase or use of the Services, excluding taxes based solely upon Spektr's income.

8.6 Suspension for Non-Payment

Spektr may suspend access to the Services if Customer fails to pay undisputed amounts when due. Suspension shall not relieve Customer of its obligation to pay amounts owed.

8.7 Pricing Changes

Spektr may modify pricing upon renewal of a Subscription Term by providing at least sixty (60) days prior written notice. Pricing changes shall not apply during an active Subscription Term unless otherwise agreed in writing.

9. Subscription Terms and Renewals

9.1 Subscription Terms

Subscription Terms shall be specified within the applicable Order Form.

9.2 Annual Subscription Products

Unless otherwise specified in an Order Form, annual subscription products, including but not limited to Trakr, Handoff, Entr, Fixr, and Lynke Enterprise, shall automatically renew for successive one-year periods. Either party may prevent renewal by providing written notice of non-renewal at least sixty (60) days prior to expiration of the then-current Subscription Term.

9.3 Monthly Subscription Products

Monthly subscription products, including Scribl and other monthly services designated by Spektr, shall automatically renew on a month-to-month basis until cancelled. Cancellation shall become effective at the conclusion of the then-current billing cycle.

9.4 Additional Users and Services

Customer may purchase additional users, licenses, modules, hardware, services, and integrations during a Subscription Term. Unless otherwise specified, recurring fees shall be prorated through the expiration of the existing Subscription Term.

9.5 Reduction of Users

Customer may reduce users, licenses, or recurring services only upon renewal of the applicable Subscription Term. Any reduction may affect pricing tiers, discounts, bundled pricing, or volume-based pricing previously granted.

9.6 No Refunds

Except as expressly stated in this Agreement or required by applicable law, fees paid to Spektr are non-refundable.

9.7 Purchase Orders

Customer purchase orders are provided solely for Customer's administrative convenience. Any terms contained within a purchase order that conflict with or supplement this Agreement shall be void and of no effect unless expressly accepted by Spektr in writing.

10. Software Maintenance and Updates

10.1 Maintenance Releases

During the applicable Subscription Term, Spektr may provide Maintenance Releases, updates, patches, bug fixes, security updates, enhancements, and compatibility updates. All Maintenance Releases shall be considered part of the Services and governed by this Agreement.

10.2 Installation of Updates

For hosted or cloud-based Services, Spektr may deploy Maintenance Releases automatically. For self-hosted or customer-managed deployments, Customer shall promptly install Maintenance Releases provided by Spektr. Spektr shall not be responsible for issues resulting from Customer's failure to install available updates.

10.3 Major Releases

Spektr may introduce Major Releases, successor products, redesigned platforms, or substantially revised versions of existing Services. Unless otherwise specified by Spektr, Major Releases may be offered separately and may require additional licensing, subscription fees, implementation services, or contractual terms.

10.4 Feature Modifications

Spektr reserves the right to modify, improve, enhance, replace, or discontinue features, functionality, workflows, user interfaces, integrations, or components of the Services. Spektr shall use commercially reasonable efforts to provide advance notice of material changes.

10.5 End-of-Life

Spektr may designate products, modules, integrations, hardware, or functionality as end-of-life. Where practical, Spektr shall provide reasonable notice before discontinuing support for end-of-life offerings.

11. Support Services

11.1 Standard Support

Unless otherwise specified in an Order Form, Customer shall receive standard Support Services during normal business hours: Monday through Friday, 8:00 A.M. to 5:00 P.M. Central Time, excluding recognized holidays.

11.2 Support Contact

Support requests may be submitted to: support@spektrtechnology.com. Spektr may provide additional support methods from time to time.

11.3 Support Scope

Support Services may include technical assistance, troubleshooting, bug reporting, configuration assistance, user guidance, service restoration, and maintenance support.

11.4 Support Priorities

Support requests may be prioritized according to severity and business impact. Response targets may be defined in a Service Level Agreement or Support Addendum.

11.5 Exclusions

Support Services do not include customer hardware maintenance, third-party products not provided by Spektr, network troubleshooting outside Spektr's control, customer-developed modifications, consulting services, training services, or custom development, unless otherwise agreed in writing.

11.6 Emergency Support

Spektr may, but is not obligated to, provide support outside normal support hours. Additional fees may apply.

12. Customer Data

12.1 Customer Ownership

Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Spektr.

12.2 Limited License to Spektr

Customer grants Spektr a limited, non-exclusive, worldwide right to host, store, transmit, process, copy, back up, analyze, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and improve Services and fulfill contractual obligations.

12.3 Customer Responsibility

Customer remains solely responsible for the accuracy, legality, required consents, data retention requirements, and compliance obligations related to Customer Data.

12.4 Data Export

Upon written request and provided Customer is not in material breach of this Agreement, Spektr shall make Customer Data available for export in a commercially reasonable and industry-standard format. Additional fees may apply for extensive export requests, custom exports, or data migration services.

12.5 Data Retention After Termination

For non-healthcare and non-HIPAA regulated Customer Data: Spektr may retain Customer Data for sixty (60) days following expiration or termination of the applicable Subscription Term. During this period, Customer may request export of Customer Data. Following expiration of the retention period, Spektr may permanently delete Customer Data without further notice.

12.6 Backups

Customer acknowledges that the Services are not intended to replace Customer's own business continuity, disaster recovery, archival, or record retention practices. Customer remains responsible for determining whether independent backups are necessary.

13. Privacy and Security

13.1 Security Program

Spektr shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

13.2 Security Measures

Security measures may include access controls, authentication controls, role-based permissions, audit logging, encryption in transit, encryption at rest where technically feasible, backup procedures, vulnerability management, and multi-factor authentication support.

13.3 Security Incidents

Upon confirmation of a Security Incident materially affecting Customer Data, Spektr shall notify Customer without unreasonable delay and, where feasible, within seventy-two (72) hours of confirmation.

13.4 Customer Security Responsibilities

Customer remains responsible for user account management, password security, endpoint security, device security, internal access controls, security training, and regulatory compliance.

13.5 No Absolute Security Guarantee

Customer acknowledges that no software, hardware, cloud environment, network, or security program can guarantee complete security. Spektr does not warrant that unauthorized access, cyberattacks, malware, ransomware, or other security incidents will never occur.

14. Healthcare and HIPAA Customers

14.1 HIPAA Compliance

To the extent Services involve Protected Health Information ("PHI"), the parties may execute a separate Business Associate Agreement ("BAA").

14.2 Business Associate Agreement Controls

Where a BAA has been executed, the terms of the BAA shall control with respect to PHI, security incidents involving PHI, breach notification obligations, return or destruction of PHI, and related HIPAA requirements.

14.3 Customer Responsibilities

Customer remains responsible for determining whether HIPAA applies, whether PHI is stored or processed, whether a BAA is required, and compliance with applicable healthcare laws.

14.4 No Medical Advice

The Services are administrative and operational tools. The Services do not provide medical advice, clinical recommendations, diagnostic services, treatment recommendations, or legal advice. Customer remains solely responsible for all clinical, operational, regulatory, and patient care decisions.

14.5 Healthcare Records

Nothing in this Agreement alters Customer's obligations regarding medical record retention, patient privacy, medical record disclosure, healthcare compliance, or regulatory reporting.

14.6 Emergency Communications Disclaimer

Certain Services may facilitate alerts, notifications, messaging, panic button activation, duress alerts, nurse call functionality, telecommunications, emergency communications, or workflow notifications. Customer acknowledges that delivery of communications may depend upon internet connectivity, wireless networks, cellular carriers, power availability, third-party infrastructure, and customer systems. Spektr does not guarantee delivery, transmission, routing, receipt, or response times for any communication, alert, notification, or emergency message.

15. Intellectual Property

15.1 Ownership of Services

As between the parties, Spektr retains all right, title, and interest in and to the Services, Software, Documentation, Hardware, configurations, workflows, interfaces, source code, object code, databases, designs, logos, trademarks, service marks, trade secrets, inventions, know-how, and all related intellectual property rights.

15.2 No Transfer of Ownership

Customer acknowledges that this Agreement provides a license to use the Services and does not transfer ownership of any intellectual property rights.

15.3 Feedback

Customer may provide suggestions, recommendations, enhancement requests, comments, ideas, or feedback regarding the Services. Customer grants Spektr a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, modify, and commercialize such feedback without restriction or compensation.

15.4 Custom Development

Unless otherwise expressly agreed in writing, all software, code, configurations, workflows, reports, interfaces, integrations, modifications, customizations, enhancements, and derivative works created by Spektr shall remain the exclusive property of Spektr.

15.5 Trademarks

Nothing in this Agreement grants Customer any ownership interest in Spektr trademarks, logos, product names, trade names, or branding. Customer shall not remove, alter, obscure, or modify any proprietary notices contained within the Services.

16. Confidentiality

16.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party that reasonably should be understood to be confidential, including Customer Data, business plans, product roadmaps, financial information, security information, technical information, pricing information, source code, trade secrets, and proprietary business information.

16.2 Exclusions

Confidential Information shall not include information that: (a) is publicly available through no fault of the receiving party; (b) was lawfully known by the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully obtained from a third party without confidentiality obligations.

16.3 Protection of Confidential Information

Each party shall protect Confidential Information using reasonable care, use it solely for purposes related to this Agreement, restrict disclosure to personnel with a legitimate need to know, and require such personnel to maintain confidentiality obligations.

16.4 Required Disclosure

A party may disclose Confidential Information when required by law, subpoena, court order, or governmental authority, provided that reasonable notice is given when legally permissible.

16.5 Injunctive Relief

Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm. Accordingly, either party may seek injunctive relief, equitable relief, specific performance, or other appropriate remedies without the necessity of posting bond.

16.6 Survival

Confidentiality obligations shall survive expiration or termination of this Agreement for five (5) years. Trade secret obligations shall survive for so long as such information remains a trade secret under applicable law.

17. Warranties

17.1 Limited Software Warranty

Spektr warrants that the Services will substantially perform in accordance with applicable Documentation under normal authorized use.

17.2 Professional Services Warranty

Spektr warrants that Professional Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

17.3 Customer Remedy

Customer's exclusive remedy and Spektr's sole obligation for breach of warranty shall be, at Spektr's option: (a) correction of the non-conforming Service; (b) re-performance of the affected Professional Services; or (c) refund of fees paid for the affected Service.

17.4 Warranty Exclusions

The warranties contained in this Agreement shall not apply to customer misuse, unauthorized modifications, third-party systems, customer hardware, internet connectivity issues, force majeure events, or use contrary to Documentation.

17.5 Disclaimer of Warranties

17.6 No Guarantee

Spektr does not warrant that Services will be uninterrupted, error free, that all defects will be corrected, or that Services will meet Customer's specific requirements, prevent all security incidents, or operate with all third-party systems.

18. Customer Indemnification

18.1 Customer Obligation

Customer shall defend, indemnify, and hold harmless Spektr, its affiliates, officers, directors, employees, contractors, successors, and assigns from and against any claims, demands, damages, liabilities, losses, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Customer's violation of this Agreement; (b) Customer's misuse of the Services; (c) Customer Data; (d) Customer's violation of applicable law; (e) Customer's negligence, misconduct, or wrongful acts; or (f) claims arising from Customer's business operations, healthcare operations, employment practices, or regulatory compliance obligations.

18.2 Defense

Spektr shall provide prompt notice of any indemnifiable claim and reasonable cooperation in the defense of such claim.

19. Spektr Indemnification

19.1 Intellectual Property Claims

Spektr shall defend Customer against any third-party claim alleging that the Services directly infringe a United States patent, copyright, trademark, or trade secret.

19.2 Conditions

Spektr's obligations under this Section apply only if Customer: (a) provides prompt written notice of the claim; (b) allows Spektr sole control of the defense and settlement; and (c) provides reasonable cooperation.

19.3 Remedies

If the Services become subject to an infringement claim, Spektr may: (a) obtain the right for Customer to continue using the Services; (b) modify the Services to avoid infringement; (c) replace the Services with substantially similar functionality; or (d) terminate the affected Services and provide a prorated refund of prepaid fees for the unused portion of the Subscription Term.

19.4 Exclusions

Spektr shall have no indemnification obligation for claims arising from customer modifications, third-party products, customer instructions, unauthorized use, use contrary to Documentation, or combinations with products not supplied by Spektr.

19.5 Exclusive Remedy

This Section constitutes Customer's sole and exclusive remedy and Spektr's entire liability regarding intellectual property infringement claims.

20. Limitation of Liability

20.1 Exclusion of Certain Damages

20.2 Liability Cap

20.3 Allocation of Risk

The parties acknowledge that the pricing of the Services reflects the allocation of risk set forth in this Agreement. The parties further acknowledge that Spektr would not enter into this Agreement without the liability limitations contained herein.

20.4 Exceptions

Nothing in this Agreement shall limit liability that cannot be limited under applicable law.

21. Suspension Rights

21.1 Suspension for Cause

Spektr may suspend Customer's access to the Services if: (a) Customer fails to pay undisputed fees when due; (b) Customer violates this Agreement; (c) Customer's use presents a security risk; (d) Customer's use may adversely impact the Services, infrastructure, or other customers; (e) Customer's use violates applicable law; or (f) Customer's use may expose Spektr to liability.

21.2 Emergency Suspension

Spektr may immediately suspend access without prior notice where reasonably necessary to protect the Services, protect Customer Data, protect other customers, address security incidents, or comply with law.

21.3 Restoration

Spektr shall use commercially reasonable efforts to restore access once the underlying issue has been resolved.

21.4 Fees During Suspension

Suspension shall not relieve Customer of payment obligations incurred under this Agreement.

22. Term and Termination

22.1 Agreement Term

This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with its terms.

22.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (b) repeatedly breaches this Agreement in a manner demonstrating unwillingness or inability to comply.

22.3 Immediate Termination

Spektr may immediately terminate this Agreement if Customer: (a) violates intellectual property rights of Spektr; (b) engages in unlawful use of the Services; (c) intentionally compromises security; or (d) misappropriates Spektr Confidential Information.

22.4 Insolvency

Either party may terminate this Agreement upon written notice if the other party becomes insolvent, files for bankruptcy protection, has a receiver appointed, makes an assignment for the benefit of creditors, or ceases substantial business operations.

22.5 Non-Renewal

Either party may terminate an expiring Subscription Term by providing notice consistent with the renewal provisions contained in this Agreement or the applicable Order Form.

23. Effect of Termination

23.1 Termination of Access

Upon expiration or termination, Customer's license rights shall cease, access to the Services may be disabled, and Spektr may deactivate Customer accounts.

23.2 Outstanding Amounts

Termination shall not relieve Customer of obligations incurred prior to termination. All amounts due and owing shall immediately become payable.

23.3 Customer Data

Customer Data shall be handled in accordance with Section 12 of this Agreement and any applicable Business Associate Agreement.

23.4 Return of Confidential Information

Upon request, each party shall return or destroy Confidential Information belonging to the other party, except where retention is required by law, backup processes, regulatory obligations, or legitimate business purposes.

23.5 Survival

The following provisions shall survive expiration or termination: Payment obligations, Intellectual Property, Confidentiality, Customer Data obligations, Warranties, Indemnification, Limitation of Liability, Attorney Fees, Governing Law, Dispute Resolution, and any provision intended to survive by its nature.

24. General Provisions

Addendum A – Support Services Addendum

This Support Services Addendum ("Addendum A") forms part of the Master Subscription and Services Agreement ("Agreement") between Spektr Technology LLC ("Spektr") and Customer.

A.1 Support Services

Subject to the terms of the Agreement, Spektr shall provide Support Services for active subscriptions during the applicable Subscription Term, including software issues, error resolution, troubleshooting, technical assistance, product guidance, and service restoration.

A.2 Support Hours

Standard support is available Monday through Friday, 8:00 A.M. to 5:00 P.M. Central Time, excluding recognized holidays. Support requests may be submitted to: support@spektrtechnology.com

A.3 Priority Levels

A.4 Exclusions

Support Services do not include customer hardware maintenance, customer network troubleshooting, third-party software support, customer-developed customizations, data entry services, training services, professional consulting, or regulatory compliance consulting, unless otherwise purchased from Spektr.

Addendum B – Software as a Service (SaaS) Addendum

This SaaS Addendum ("Addendum B") governs cloud-hosted Services provided by Spektr.

B.1 Hosted Services

Spektr hosts the Services using Amazon Web Services (AWS) infrastructure located in the United States. Spektr may change or add infrastructure providers upon notice to Customer, provided that any provider that processes Protected Health Information is bound by a Business Associate Agreement or equivalent written agreement.

B.2 Access to Services

Subject to payment of applicable fees and compliance with the Agreement, Customer shall be granted access to the hosted Services during the applicable Subscription Term.

B.3 Service Availability

Spektr shall use commercially reasonable efforts to maintain availability of hosted Services with a target of 99.9% monthly uptime, excluding scheduled maintenance, emergency maintenance, force majeure events, third-party outages, internet disruptions, and customer-caused issues.

B.4 Maintenance

Spektr may perform scheduled maintenance, emergency maintenance, security maintenance, and infrastructure upgrades. Spektr shall use commercially reasonable efforts to provide advance notice of scheduled maintenance.

B.5 Backups

Spektr shall maintain commercially reasonable backup procedures for hosted Customer Data. Customer acknowledges that no backup system guarantees prevention of all data loss.

B.6 Disaster Recovery

Spektr shall maintain commercially reasonable disaster recovery procedures designed to restore Services following significant service disruptions.

Addendum C – Professional Services Addendum

This Professional Services Addendum ("Addendum C") governs implementation, onboarding, training, consulting, customization, integration, migration, and development services performed by Spektr.

C.1 Statements of Work

Professional Services shall be described in one or more Statements of Work, Order Forms, Proposals, or Project Plans approved by the parties.

C.2 Customer Cooperation

Customer shall provide timely feedback, access to systems, access to personnel, required information, and project contacts necessary for successful project completion.

C.3 Project Delays

Spektr shall not be responsible for delays caused by customer inaction, missing information, third-party vendors, or force majeure events. Project schedules may be adjusted accordingly.

C.4 Change Orders

Changes to scope, requirements, deliverables, timelines, assumptions, integrations, or responsibilities may require a written change order and additional fees.

C.5 Ownership

All deliverables, code, workflows, interfaces, customizations, modifications, integrations, reports, and other work product created by Spektr shall remain the property of Spektr unless otherwise agreed in writing. Customer shall receive a license to use such deliverables in accordance with the Agreement.

C.6 Acceptance

Deliverables shall be deemed accepted upon written acceptance, productive use, or fifteen (15) days after delivery without written rejection describing a material deficiency.

C.7 Travel Expenses

If onsite services are requested, Customer shall reimburse reasonable travel-related expenses including airfare, lodging, ground transportation, meals, and parking, unless otherwise specified in an applicable Order Form.

Addendum D – Hardware Products Addendum

This Hardware Products Addendum ("Addendum D") governs the purchase, deployment, operation, and use of Hardware supplied by Spektr Technology LLC.

D.1 Hardware Products

"Hardware" includes any physical device, equipment, gateway, sensor, panic button, nurse call device, communications equipment, badge, transmitter, receiver, charging station, accessory, or related product sold by Spektr.

D.2 Ownership

Unless otherwise specified in writing, Hardware purchased from Spektr becomes the property of Customer upon full payment. Spektr retains all intellectual property rights associated with Hardware designs, firmware, software, and related technology.

D.3 Customer Responsibilities

Customer shall install Hardware according to provided instructions, maintain Hardware in a safe operating condition, protect Hardware from misuse, theft, damage, or unauthorized modification, and provide adequate power, network connectivity, and environmental conditions.

D.4 Communications Dependencies

Customer acknowledges that Hardware functionality may depend upon internet connectivity, wireless networks, cellular carriers, Bluetooth connectivity, power availability, local network infrastructure, and third-party services. Spektr does not guarantee uninterrupted communications, connectivity, transmission, or message delivery.

D.5 Emergency Communications

Customer acknowledges that Hardware is intended to assist operational workflows and is not a guaranteed life-safety system. Customer remains solely responsible for staffing, emergency response, escalation procedures, safety protocols, and operational decision making.

D.6 Limited Hardware Warranty

Unless otherwise specified in an Order Form, Spektr warrants Hardware against defects in materials and workmanship for twelve (12) months from delivery. Spektr may, at its option, repair, replace, or refund the purchase price of defective Hardware. This shall be Customer's sole remedy.

D.7 Exclusions

The Hardware warranty does not apply to improper installation, unauthorized modifications, customer negligence, misuse, abuse, accidents, water damage, fire damage, natural disasters, normal wear and tear, or consumable components.

Addendum E – Healthcare and HIPAA Addendum

This Healthcare and HIPAA Addendum ("Addendum E") applies to Customers operating within healthcare, behavioral health, long-term care, public health, emergency medical services, or other regulated healthcare environments.

E.1 Purpose

This Addendum supplements the Agreement and addresses healthcare-specific requirements. Nothing in this Addendum shall replace or supersede an executed Business Associate Agreement ("BAA").

E.2 HIPAA

Where required by law or requested by Customer, the parties may execute a separate Business Associate Agreement. The BAA shall govern Protected Health Information, HIPAA Security Rule requirements, HIPAA Privacy Rule requirements, breach notification requirements, and return or destruction of PHI.

E.3 No Clinical Decision Support

Unless expressly identified otherwise by Spektr in writing, the Services are not clinical decision support tools. The Services do not diagnose conditions, recommend treatment, provide medical advice, or replace physician or nursing judgment.

E.4 Healthcare Communications

Customer acknowledges that communications generated through the Services may be affected by internet outages, cellular outages, hardware failures, human error, power interruptions, and third-party service disruptions. Customer shall maintain independent procedures for handling emergencies and critical patient care activities.

Addendum F – Service Level Agreement (SLA)

This Service Level Agreement ("SLA") applies to hosted Services provided by Spektr Technology LLC.

F.1 Availability Commitment

Spektr shall use commercially reasonable efforts to provide 99.9% monthly uptime for hosted production environments.

F.2 Availability Calculation

Availability shall be calculated as: (Total Minutes in Month – Unplanned Downtime) ÷ Total Minutes in Month. Scheduled maintenance and excluded events shall not be considered downtime.

F.3 Excluded Events

Downtime shall not include interruptions resulting from scheduled maintenance, emergency maintenance, customer systems, customer networks, customer internet providers, third-party services, force majeure events, cyberattacks, internet outages, or utility outages.

F.4 Scheduled Maintenance

Spektr shall use commercially reasonable efforts to provide advance notice of scheduled maintenance. Scheduled maintenance may occur outside normal business hours whenever practical.

F.5 Incident Response Targets

F.6 Customer Remedy

If Spektr fails to meet the monthly availability commitment, Customer's sole remedy shall be a service credit applied to a future invoice. Service credits shall not exceed five percent (5%) of the monthly recurring fee applicable to the affected Service, have no cash value, are non-transferable, and must be requested within thirty (30) days.

F.7 Modifications

Spektr may modify this SLA from time to time. No modification shall materially reduce the service level purchased by Customer during an active Subscription Term without Customer's consent.