Terms of Service and Master Services Agreement

Cima Growth Solutions, LLC

This Terms of Service and Master Services Agreement ("Agreement") is entered into by and between Cima Growth Solutions, LLC, a Pennsylvania limited liability company ("Company" or "Cima"), and the individual or legal entity accepting this Agreement ("Client"). This Agreement is effective as of the date Client first accesses the Services, submits payment, executes an order, or otherwise indicates acceptance.

1. Scope of Agreement

This Agreement governs Client's access to and use of all software, platforms, applications, AI systems, tools, advertising services, content generation services, automations, websites, domains, and related services provided by the Company, including but not limited to services offered under the GrowthOS subscription (collectively, the "Services").

This Agreement constitutes a legally binding contract between the parties.

2. Acceptance and Authority

By accessing or using the Services, submitting payment, executing an order, or checking any acceptance box, Client acknowledges that it has read, understands, and agrees to be bound by this Agreement. Client represents and warrants that it has full legal authority to enter into this Agreement on behalf of itself or the entity it represents.

3. Eligibility and Representations

Client represents and warrants that it is legally permitted to enter into this Agreement, that all information provided to Company is accurate and complete, and that Client's use of the Services will comply with all applicable federal, state, and local laws and regulations.

4. Modification of Agreement

Company may modify this Agreement at any time. Continued use of the Services after any modification constitutes acceptance of the revised Agreement.

5. Services; No Guarantee of Availability

Company may modify, suspend, or discontinue any aspect of the Services at any time without liability. Company does not guarantee uninterrupted or error-free operation.

6. GrowthOS Advertising Management Services

Clients enrolled in GrowthOS may elect to have Company manage paid advertising campaigns on third-party platforms including, but not limited to, Meta (Facebook and Instagram), Google Ads, and TikTok Ads ("Advertising Platforms").

If Advertising Management Services are provided, Company shall not charge a separate agency fee or management fee. Client remains solely responsible for all advertising spend, platform fees, taxes, penalties, and other charges imposed by Advertising Platforms. Advertising spend is billed directly by the Advertising Platforms to Client.

Client authorizes Company to access, manage, configure, and optimize advertising accounts or to create such accounts on Client's behalf where necessary. Client acknowledges that Advertising Platforms retain sole control over approvals, delivery, account status, and enforcement actions, and Company has no control over platform algorithms or policy decisions.

Company makes no representations or warranties regarding advertising performance, lead volume, patient bookings, revenue, cost-per-lead, or return on ad spend.

7. Account Security

Client is solely responsible for maintaining the confidentiality of account credentials and all activity under its account. Company shall not be liable for unauthorized access resulting from Client's failure to safeguard credentials.

8. Fees, Billing, and Utilization Charges

Client agrees to pay all fees disclosed at checkout or in an order form. Each subscription includes a $10.00 monthly platform credit. Overage charges apply as follows:

Client authorizes automatic billing for all applicable charges.

9. Term, Renewal, and Termination

Subscriptions commence upon payment and renew automatically unless canceled prior to renewal. Renewed subscriptions are non-refundable. Company may suspend or terminate Services immediately for breach or misuse.

10. Intellectual Property

Company retains all right, title, and interest in and to the Services, platform, software, AI models, prompts, workflows, system architecture, automation logic, documentation, and proprietary processes.

Subject to full payment of all amounts due, all marketing content, advertising creative, copy, images, videos, scripts, funnels, automations, and materials generated specifically for Client through the Services ("Generated Content") shall be owned exclusively by Client.

Client grants Company a limited, non-exclusive, royalty-free license to use Generated Content solely as necessary to provide, operate, and support the Services during the term of the subscription.

11. User Content and Compliance

Client is solely responsible for all content submitted or used through the Services and warrants that such content complies with all applicable laws and does not infringe third-party rights.

12. Privacy and Data Protection

Company collects, uses, and processes information in accordance with its Privacy Policy, incorporated herein by reference. Client consents to the collection, use, storage, and processing of data as necessary to provide the Services. Company implements commercially reasonable administrative, technical, and physical safeguards designed to protect data from unauthorized access or disclosure.

13. HIPAA Business Associate Agreement

To the extent Company receives, creates, maintains, or transmits Protected Health Information ("PHI") on behalf of Client, Company acts as a "Business Associate" and Client acts as a "Covered Entity" as those terms are defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").

Company agrees to use and disclose PHI only as permitted by this Agreement or as required by law, to implement reasonable safeguards to prevent unauthorized use or disclosure of PHI, to report any known breaches of unsecured PHI to Client, and to ensure that any subcontractors who access PHI agree to similar restrictions.

Client remains solely responsible for determining whether use of the Services involves PHI and for configuring the Services in a HIPAA-compliant manner. Company does not provide legal or regulatory compliance advice.

This section constitutes a Business Associate Agreement for HIPAA purposes.

14. Service Levels and Availability

14.1 Service Availability

Company shall use commercially reasonable efforts to make the Services available to Client on a continuous basis. Company targets an average monthly uptime of 99.5% for the core platform services, excluding Permitted Downtime as defined below. Uptime is measured on a monthly basis and calculated as a percentage of total minutes in a given calendar month during which the Services are operational and accessible.

14.2 Permitted Downtime

The following shall not be included in uptime calculations and shall not constitute a breach of this Agreement:

• Scheduled maintenance, updates, upgrades, or repairs, including emergency maintenance, whether or not advance notice is provided;
• Downtime caused by failures of the internet, telecommunications networks, hosting providers, cloud infrastructure providers, or utilities outside Company's reasonable control;
• Downtime resulting from acts or omissions of Client, its users, agents, contractors, or third-party integrations authorized by Client;
• Downtime caused by third-party platforms or services, including but not limited to Advertising Platforms, payment processors, email providers, SMS carriers, voice providers, or AI model providers;
• Force majeure events, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or widespread service outages.

14.3 No Guaranteed Performance Levels

Client acknowledges that the Services rely on third-party infrastructure, APIs, carriers, and platforms. Company does not guarantee uninterrupted or error-free operation and does not warrant that the Services will be available at all times or without interruption.

14.4 Service Credits

In the event that monthly uptime for the core platform falls below 99.5% due solely to reasons within Company's direct control, Client's sole and exclusive remedy shall be a service credit equal to a pro rata portion of the subscription fee for the affected month, not to exceed one (1) month of subscription fees. Service credits must be requested in writing within thirty (30) days of the applicable month and may be applied only to future subscription fees. Service credits shall not be redeemable for cash and shall not apply to advertising spend, overage charges, or third-party fees.

14.5 No SLA for Advertising or Third-Party Services

Client expressly acknowledges that:

• Advertising Platforms, AI model providers, carriers, and other third-party services operate independently of Company;
• Company makes no service level commitments regarding advertising delivery, approvals, lead flow, message delivery, call connectivity, AI response times, or third-party service availability;
• Any outages, suspensions, delays, or failures caused by third-party services shall not constitute a breach of this Agreement.

14.6 Suspension for Misuse or Risk

Company reserves the right to suspend or limit access to the Services, without liability, if Company reasonably determines that Client's use poses a security risk, legal risk, compliance risk, or operational threat to the platform or other customers.

15. Regulatory Compliance Disclaimer

Client acknowledges that healthcare, fertility, wellness, and medical advertising is subject to extensive regulation. Client remains solely responsible for compliance with all applicable laws including HIPAA, FTC guidelines, and Advertising Platform policies.

16. Disclaimer of Warranties

The Services are provided "as is" and "as available." Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

17. Limitation of Liability

To the maximum extent permitted by law, Company shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or revenue. Client's sole remedy is cessation of use of the Services.

18. Indemnification

Client agrees to indemnify, defend, and hold harmless Company from any claims, damages, liabilities, fines, penalties, or expenses arising from Client's use of the Services, advertising activities, content, or regulatory violations.

19. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Commonwealth of Pennsylvania. Any dispute shall be resolved exclusively in Pennsylvania courts or, at Company's discretion, binding arbitration. Client waives the right to a jury trial and to participate in class actions.

20. Checkout and Execution

By checking an acceptance box, submitting payment, or executing an order, Client acknowledges that this Agreement constitutes a binding legal contract with the same force and effect as a signed written agreement.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations. If any provision is found unenforceable, the remainder shall remain in full force and effect.

22. Contact Information

Cima Growth Solutions, LLC
Email: brandon@cimagrowth.com