Customer Master Subscription Agreement

01 Definitions

• "Healthdesk" means Healthdesk, Inc.
• "Customer" means the business entity purchasing or using the Services.
• "Services" means Healthdesk's software platform, APIs, web application, automation tools, AI features, and related support, excluding third party services.
• "Customer Data" means all data submitted to or processed through the Services by or on behalf of Customer, including phone numbers and message content.
• "End User" means any individual whose phone number or data is processed through the Services at Customer's direction.
• "Messaging" means SMS and MMS messages sent via 10DLC routes.
• "Carrier Rules" means applicable carrier, registry, and 10DLC requirements, policies, and industry standards, as updated from time to time.
• "Order" means the order form, checkout, written quote, or other ordering document under which Customer purchases the Services, including any plan, term, fees, rates, and allowances stated in it.
• "Location" means each individual business location or Mindbody site for which Customer subscribes to the Services.

02 Platform-Only Relationship

Customer exclusively controls its Messaging programs, including content, recipients, timing, frequency, consent mechanisms, opt‑in, opt‑out, and compliance.

Healthdesk is a software and AI platform. Acting on Customer's configuration, instructions, and authorizations, the Services use software and AI to:

• use Customer-provided advertising assets and information to create and publish advertising through connected ad platforms;
• perform media buying and advertising execution through connected Customer accounts;
• analyze advertising performance and identify and recommend optimizations; and
• receive attribution and conversion data from connected systems such as Mindbody and transmit Customer-authorized conversion events to connected advertising platforms for measurement and optimization.

Customer alone determines when and to whom messages are sent.

Nothing in this Agreement creates an agency, partnership, joint venture, fiduciary, or employment relationship between Healthdesk and Customer.

Healthdesk responds to support email within 2 business days. Processing new advertising assets may take up to 5 business days.

03 Customer Compliance Obligations

Customer is solely responsible for complying with all applicable laws and regulations, including TCPA, state mini‑TCPA laws, FTC regulations, privacy laws, consumer protection laws, and Carrier Rules governing 10DLC Messaging.

• Customer represents and warrants that it has obtained and will maintain all required consents, including express consent or express written consent where required.
• Customer must maintain verifiable proof of consent for each End User.
• Customer must honor opt‑out requests immediately and must not send additional messages after an opt‑out except a single permitted confirmation message.
• Customer must not rent, purchase, scrape, or otherwise use third‑party lists unless lawful consent exists for that specific sender and purpose.
• Customer is solely responsible for providing all legally required notices and obtaining all legally required consents for calls that are recorded, monitored, transcribed, or processed using the Services.

04 Prohibited Use

Customer will not use the Services to:

• Send spam, deceptive messages, phishing content, unlawful content, harassment, or fraudulent messages.
• Attempt to evade filtering or 10DLC requirements.
• Use number rotation, snowshoe patterns, or unauthorized routing.
• Use misleading links or conceal sender identity.

Customer must not use the Services to create, receive, maintain, transmit, or process protected health information subject to HIPAA, or other health information subject to legal restrictions requiring an agreement with Healthdesk, unless Healthdesk has expressly agreed in writing and any legally required agreement has been executed.

05 10DLC Registration Responsibility

Customer is responsible for accurate brand and campaign registration under 10DLC requirements. Customer represents that all campaign information submitted is truthful and accurate. Healthdesk may suspend Messaging if registration information is false, incomplete, or rejected.

06 Suspension Rights

Healthdesk may suspend or restrict Messaging immediately if it reasonably believes Customer use violates law, Carrier Rules, or these Terms, or if Messaging generates complaints, filtering, audits, or regulatory inquiries.

Healthdesk is not liable for carrier filtering, blocking, throttling, or non‑delivery.

07 Fees

• Fees, rates, usage allowances, and billing frequency are as stated in Customer's Order.
• All fees are non-refundable unless required by law.
• Customer authorizes automatic payment processing.
• Healthdesk may change fees and rates for a renewal term on notice given before that term begins. Fees and rates for a term already in progress do not change during that term.

Usage, Allowances, and Overage Fees

• Text messaging and voice usage is charged at the rates stated in Customer's Order. Where the Order provides for usage to be purchased in blocks, each block is charged when it is used.
• Where Customer's Order includes a usage allowance, that allowance applies per Location per billing cycle. Allowances do not pool across Locations, and unused amounts do not roll over.
• Text segments are counted using standard SMS encoding rules. A message is counted in 160‑character segments, or 70‑character segments if it uses characters outside the standard set, such as emoji.
• A message or Blast that includes an image or video is sent as MMS and is counted or charged differently from a plain text message, as stated in Customer's Order.
• Where Customer's Order includes a Blast allowance, only Blasts count toward it. One‑to‑one messaging does not count toward a Blast allowance.
• Overage fees are charged on the day the overage occurs.
• If a subscription, usage, or overage payment fails, Customer will receive an email to complete payment within twenty-four (24) hours. The account will be paused if payment is not completed within that period.

The Services, features, and add-ons included in Customer's subscription are as stated in Customer's Order. The paragraphs below describe the scope of particular Services where Customer's Order includes them.

Human Sales Agents

Where Customer's Order includes Human Sales Agents, Healthdesk personnel place outbound calls to new leads during business hours, once per day for up to one week per lead. The fee covers up to 50 new leads per month, and additional leads are priced separately.

AI Voice Agent

Where Customer's Order includes the AI Voice Agent, talk time is charged, or included and then charged on overage, at the rates and allowances stated in Customer's Order. Unused talk time does not roll over.

Lead Sync

Where Lead Sync is priced separately in Customer's Order, it is priced by the number of connected lead sources and the monthly lead volume stated in that Order. Additional sources or volume are priced separately.

08 Subscription Term, Renewal, and Cancellation

Customer's subscription term is stated in Customer's Order. Subscriptions are either month-to-month or for a fixed initial term, such as three (3) or twelve (12) months.

Month-to-Month Subscriptions

Month-to-month subscriptions renew automatically on each monthly billing date.

• Customer may cancel a month-to-month subscription at any time by providing written notice to support@healthdesk.ai.
• Month-to-month subscriptions require a minimum of thirty (30) days advance notice prior to the next billing date to prevent the next renewal charge.
• If cancellation notice is provided fewer than thirty (30) days before the next billing date, the subscription will renew one final time and one additional payment will be due.
• All payments are non-refundable. Partial month refunds or prorations are not provided.
• Healthdesk does not provide retroactive cancellations.
• Customer remains responsible for all fees incurred prior to the effective termination date.

Fixed-Term Subscriptions

A fixed-term subscription runs for the full initial term stated in Customer's Order.

• A fixed-term subscription cannot be cancelled during its term. Customer remains responsible for the fees for the full term, whether billed monthly across the term or paid in advance.
• Fees paid in advance for a term are non-refundable. Partial term refunds and prorations are not provided.
• At the end of the initial term, the subscription renews automatically for a successive term of the same length at Healthdesk's then-current rates, unless Customer's Order states otherwise or Customer gives notice of non-renewal.
• To prevent a renewal, Customer must provide written notice of non-renewal to support@healthdesk.ai at least thirty (30) days before the end of the then-current term. Notice given fewer than thirty (30) days before the end of the term takes effect at the end of the following term.
• Where Customer's Order provides that the subscription converts to month-to-month at the end of the initial term, including promotional three (3) month agreements, the subscription converts to month-to-month at that point and the month-to-month terms above apply from then on.
• Healthdesk does not provide retroactive cancellations, and Customer remains responsible for all fees incurred prior to the effective termination date.

09 Intellectual Property

Healthdesk retains all rights in the Services. Customer retains all rights in Customer Data and message content.

10 Disclaimers

The Services are provided "as is" and "as available." Healthdesk disclaims all warranties, including merchantability, fitness for a particular purpose, and non‑infringement. Healthdesk does not guarantee message delivery or acceptance by carriers.

Healthdesk does not guarantee any particular advertising, lead, customer, revenue, profitability, ROI, ROAS, or other business result. Advertising performance depends on numerous factors outside Healthdesk's control.

11 Limitation of Liability

Healthdesk will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTHDESK AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AND AGENTS SHALL HAVE NO MONETARY LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, ADVERTISING SPEND, OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

IF THE FOREGOING EXCLUSION OF MONETARY LIABILITY IS DETERMINED TO BE UNENFORCEABLE, HEALTHDESK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED $100.

NOTHING IN THIS SECTION EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.

For clarity, this Section does not limit Customer's obligation to pay subscription fees, advertising spend, usage charges, or other amounts properly due under the Agreement or applicable Order.

12 Indemnification

Customer will defend, indemnify, and hold harmless Healthdesk and its officers, directors, employees, and agents from any claims, penalties, damages, fines, settlements, regulatory actions, or class actions arising from:

• Customer's Messaging programs.
• Customer's consent practices.
• Customer's content or promotions.
• Alleged TCPA or privacy law violations related to Customer use of the Services.

13 Governing Law and Arbitration

These Terms are governed by California law. Any dispute will be resolved by binding arbitration in Orange County, California on an individual basis only. Class actions are waived to the maximum extent permitted by law.

14 Entire Agreement

This Agreement and the applicable Order or checkout constitute the entire agreement concerning the Services and supersede prior or contemporaneous proposals, representations, communications, and agreements concerning the Services.

15 Contact

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