Content Partner Agreement

This Content Partner Agreement (this “Agreement”) is a binding contract between you (“Partner,” “you,” or “your”) and Social Cascade, Inc., a North Carolina corporation (“Social Cascade,” “we,” or “us”). This Agreement governs your access to and use of the Portal Services and the distribution of Partner Content through the Social Cascade platform.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK A BOX OR BUTTON INDICATING YOUR ACCEPTANCE OR SIGN AN ORDER FORM THAT REFERENCES THIS AGREEMENT, WHICHEVER IS EARLIER (the “Effective Date”). BY ACCEPTING THIS AGREEMENT YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PORTAL SERVICES.

1. Definitions

“Authorized User” means Partner and Partner's employees, consultants, contractors, and agents (i) who are authorized by Partner to access and use the Portal Services under the rights granted to Partner pursuant to this Agreement and (ii) who have been invited to Partner's organization in the Portal.

“Content Guidelines” means Social Cascade's content standards for Partner Content, as made available in the Portal and updated from time to time.

“Content Development Services” means research, drafting, design, production, and upload of content by Social Cascade for Partner, as described in an Order Form.

“Developed Content” means any content that Social Cascade develops or creates for Partner under Content Development Services.

“Documentation” means Social Cascade's user manuals, handbooks, and guides relating to the Portal Services provided by Social Cascade to Partner either electronically or in hard copy form.

“Order Form” means a document signed by both parties that references this Agreement and states the services, Fees, and term for Partner, together with any Program Schedule attached to it.

“Package” means the self-serve Portal plan Partner is on, as described on the Website and in the Portal.

“Partner Content” means, other than Aggregated Statistics, all text, images, video, audio, scripts, SMS templates, captions, hashtags, metadata, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Partner or any other Authorized User through the Portal Services, or provided to Social Cascade under an Order Form.

“Partner Marks” means Partner's names, logos, and trademarks.

“Portal” means the Content Partner Portal web application at content.socialcascade.co.

“Portal Services” means the Portal and the services provided by Social Cascade under this Agreement, including hosting Partner Content in the Social Cascade content library and distributing it to Subscriber Practices, as detailed on the Website or in an Order Form.

“Practice Channels” means the social media accounts, SMS programs, and video tools that a Subscriber Practice connects to or uses through the Social Cascade platform.

“Program” means a network-scale program such as Swarm or Sponsorship, described in a Program Schedule to an Order Form.

“Social Cascade IP” means the Portal Services, the Social Cascade platform, the Documentation, and all intellectual property provided to Partner or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Social Cascade IP includes Aggregated Statistics and any information, data, or other content derived from Social Cascade's monitoring of Partner's access to or use of the Portal Services, but does not include Partner Content or Partner Marks.

“Sensitive Information” means any information that identifies or could reasonably be used to identify a specific individual's health condition, treatment, diagnosis, or healthcare provider relationship, including but not limited to protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), individually identifiable health information, Social Security numbers, financial account numbers, or any other data classified as sensitive or protected under applicable law.

“Stream” means a curated feed of Partner Content in the Social Cascade content library that Subscriber Practices may subscribe to.

“Subscriber Practice” means a customer of Social Cascade (typically a healthcare practice or provider) that subscribes to Partner's Stream or selects Partner Content.

“Third-Party Products” means any products, content, services, information, websites, or other materials, including open-source software, that are owned by third parties and are incorporated into or accessible through the Portal Services.

“Website” means Social Cascade's website available at www.socialcascade.co.

2. Access and Use

(a) Provision of Access. Subject to and conditioned on your payment of any applicable Fees and compliance with all the terms and conditions of this Agreement, Social Cascade hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Portal Services during the Term solely to create, submit, manage, and measure Partner Content by Authorized Users in accordance with the terms and conditions herein.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Social Cascade hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Portal Services.

(c) [Reserved.]

(d) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Portal Services, any software component of the Portal Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Portal Services, any software component of the Portal Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Portal Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Portal Services, in whole or in part; (iv) remove any proprietary notices from the Portal Services or Documentation; (v) use the Portal Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (vi) circumvent content review, usage limits, or security controls of the Portal Services.

(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Social Cascade may monitor Partner's use of the Portal Services and the distribution and performance of Partner Content, and collect and compile data and information related to them to be used by Social Cascade in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Portal Services and the Social Cascade platform (“Aggregated Statistics”). As between Social Cascade and Partner, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Social Cascade. You acknowledge that Social Cascade may compile Aggregated Statistics based on Partner Content input into the Portal Services. You agree that Social Cascade may (i) make Aggregated Statistics publicly available in compliance with applicable law, (ii) license the Aggregated Statistics to one or more third-parties, and (iii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Partner or Partner's Confidential Information, and never include information about any patient of a Subscriber Practice or any SMS recipient of a Social Cascade customer.

(f) Reservation of Rights. Social Cascade reserves all rights not expressly granted to Partner in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Partner or any third party any intellectual property rights or other right, title, or interest in or to the Social Cascade IP.

(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Social Cascade may temporarily suspend Partner's and any other Authorized User's access to any portion or all of the Portal Services, or pause distribution of any or all Partner Content, if: (i) Social Cascade reasonably determines that (A) there is a threat or attack on any of the Social Cascade IP; (B) Partner's or any other Authorized User's use of the Social Cascade IP disrupts or poses a security risk to the Social Cascade IP or to any other customer or vendor of Social Cascade; (C) Partner or any other Authorized User is using the Social Cascade IP for fraudulent or illegal activities; (D) subject to applicable law, Partner has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Social Cascade's provision of the Portal Services to Partner or any other Authorized User is prohibited by applicable law; or (F) Partner Content contains Sensitive Information or poses a risk to the health or safety of patients; (ii) any vendor of Social Cascade has suspended or terminated Social Cascade's access to or use of any third-party services or products required to enable Partner to access the Portal Services or to distribute Partner Content; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Social Cascade shall use commercially reasonable efforts to provide written notice of any Service Suspension to Partner and to provide updates regarding resumption of access to the Portal Services following any Service Suspension. Social Cascade shall use commercially reasonable efforts to resume providing access to the Portal Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Social Cascade will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Partner or any other Authorized User may incur as a result of a Service Suspension.

3. Partner Responsibilities

(a) Acceptable Use. The Portal Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, the Content Guidelines, and all guidelines, standards, and requirements that may be provided by Social Cascade from time to time. Social Cascade reserves the right to remove any content that references Social Cascade by name and that, in its sole discretion, may negatively affect Social Cascade's professional reputation.

(b) Account Use. You are responsible and liable for all uses of the Portal Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Portal Services and shall cause Authorized Users to comply with such provisions.

(c) Partner Content. You hereby grant to Social Cascade a non-exclusive, royalty-free, worldwide license during the Term to host, reproduce, format, distribute, and display the Partner Content, and Partner Marks solely as embedded in or attributed to Partner Content, and perform all acts with respect to them as may be necessary (i) for Social Cascade to provide the Portal Services to you; (ii) to make Partner Content available in the Social Cascade content library, maintaining its integrity and your attribution under Section 19; and (iii) to sublicense Partner Content to Subscriber Practices solely to publish, display, and keep published Partner Content on their own Practice Channels, with the additions permitted by Section 19(c) and your attribution under Section 19. You also grant to Social Cascade a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Partner Content incorporated within the Aggregated Statistics. Partner Content may not be used by Social Cascade in a manner not contemplated in this Agreement and may not be re-licensed to any other organization, other than Subscriber Practices under clause (iii) and Social Cascade's service providers that host or process it for Social Cascade. Social Cascade will require Subscriber Practices, in its customer terms, not to re-license Partner Content and not to use it in paid advertising. You will ensure that Partner Content and any Authorized User's use of Partner Content will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Partner Content.

(d) Sensitive Information Prohibition. Partner shall not share, collect, transmit, or store Sensitive Information through the Portal Services or in Partner Content, including any image, name, voice, story, or testimonial of an identifiable individual that relates to that individual's health condition, treatment, or relationship with any healthcare provider. Partner Content may include identifiable individuals only if they are models, actors, employees, or spokespersons who have signed a release that permits redistribution by Subscriber Practices, and the content does not state or imply that they have any health condition or patient relationship. The Portal Services are not designed to process, store, or transmit Sensitive Information, and Social Cascade disclaims all liability arising from Partner's or any Authorized User's submission of Sensitive Information in violation of this Section. Partner shall implement reasonable safeguards, including training of Authorized Users, to prevent the inadvertent submission of Sensitive Information. If Partner believes Sensitive Information has been inadvertently submitted, Partner must notify Social Cascade immediately at info@socialcascade.co.

(e) Third-Party Products. The Portal Services may permit access to Third-Party Products, including design tools and social media platforms. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Portal Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

4. Support

Subject to the terms and conditions of this Agreement, Social Cascade shall use commercially reasonable efforts to make the Portal Services available to you.

5. Fees and Payment

(a) Fees. Partner shall pay Social Cascade the fees as described as set forth on the Website, in the Portal, or in an Order Form or customized proposal, as applicable (“Fees”). Fees for a paid Package are billed in advance and renew automatically until cancelled in the Portal; cancellation takes effect at the end of the paid period. Fees under an Order Form are invoiced as stated there and are payable within thirty (30) days of receipt of invoice. Social Cascade may suspend, in accordance with Section 2(g), Partner's and all other Authorized Users' access to any portion or all of the Portal Services if any Fees are more than thirty (30) days overdue, until such amounts are paid in full.

(b) Waivers and in-kind consideration. Any fee waiver in an Order Form applies only for the term and on the conditions stated there. If an in-kind contribution in an Order Form is not provided and remains unprovided thirty (30) days after Social Cascade's written notice identifying it (email suffices), Social Cascade may invoice the waived portion of the Total Program Value, pro-rated for the remainder of the term, or Partner may instead terminate the Order Form without further obligation.

(c) Package changes. Social Cascade may change the features, limits, or Fees of a Package on at least thirty (30) days' notice. A change in Fees takes effect at Partner's next renewal and does not entitle Partner to a refund for the current paid period. If a change materially reduces the features or limits of a paid Package during a paid period, Partner may terminate and receive a pro-rated refund of prepaid Fees for the unused period. When a paid Package ends, Partner's account reverts to the free Package then offered, if any; Partner Content already live above its limits remains live, but Partner may not add new content until usage is within those limits. Fees under an Order Form change only as stated in Section 13.

(d) No royalties. Social Cascade will not pay Partner royalties or licensing fees for Partner Content, except as expressly stated in an Order Form.

(e) Taxes. All Fees and other amounts payable by Partner under this Agreement are exclusive of taxes and similar assessments. Partner is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Partner hereunder, other than any taxes imposed on Social Cascade's income, unless Partner provides a valid exemption certificate.

6. Confidential Information

From time to time during the Term, Social Cascade and Partner may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). The Fees and terms in any Order Form are Social Cascade's Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, including any public-records or freedom-of-information law that applies to Partner, provided that the party making the disclosure pursuant to the order or law shall first have given written notice to the other party, where lawful, and made a reasonable effort to obtain a protective order or other confidential treatment; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Privacy Policy

Social Cascade complies with its privacy policy available at www.socialcascade.co/privacy (“Privacy Policy”), in providing the Portal Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Portal Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

8. Intellectual Property Ownership; Feedback

As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Portal Services and the other Social Cascade IP; and (b) you own all right, title, and interest, including all intellectual property rights, in and to Partner Content and Partner Marks. Ownership of Developed Content is governed solely by Section 22(c). If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Portal Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. Feedback does not include Partner Content.

9. Limited Warranty and Warranty Disclaimer

(a) Social Cascade Warranty. Social Cascade warrants that it provides the Portal Services using a commercially reasonable level of care and skill, and that its activities under this Agreement will comply with all applicable laws and regulations. THE FOREGOING WARRANTY DOES NOT APPLY, AND SOCIAL CASCADE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

(b) Partner Warranty. You warrant that you own or have licensed all right, title, and interest, including all intellectual property rights, in and to Partner Content and Partner Marks needed to grant the licenses in this Agreement, including rights from any person shown or heard in Partner Content and in any third-party images, music, or fonts. You further warrant that Partner Content as submitted by you: (i) is accurate and evidence-informed, and has been reviewed by appropriately qualified persons before submission; (ii) is educational and does not constitute individual medical advice; (iii) does not promote dangerous practices or encourage self-diagnosis or self-treatment; (iv) complies with applicable law, including laws on advertising and endorsements; (v) complies with the Content Guidelines and with the rules of the social media platforms on which it will be published, including rules on labeling AI-generated or altered media; (vi) does not describe, or encourage the purchase or use of, any specific product or service of Partner, of any person that funds Partner Content, or of any manufacturer of drugs, devices, or other health products; and (vii) contains no malware or malicious code. You will disclose to Social Cascade in writing, before submission, any third-party funding or sponsorship of Partner Content.

(c) Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE PORTAL SERVICES ARE PROVIDED “AS IS” AND SOCIAL CASCADE SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SOCIAL CASCADE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOCIAL CASCADE MAKES NO WARRANTY OF ANY KIND THAT THE PORTAL SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOCIAL CASCADE DOES NOT GUARANTEE THAT ANY PARTICULAR NUMBER OR SHARE OF SUBSCRIBER PRACTICES WILL SUBSCRIBE TO, SELECT, OR SHARE PARTNER CONTENT, OR ANY PARTICULAR LEVEL OF FOLLOWERS, REACH, OR ENGAGEMENT, OR THAT ANY SOCIAL MEDIA PLATFORM WILL DISPLAY, RANK, OR CONTINUE TO PERMIT PARTNER CONTENT.

10. Indemnification

(a) Social Cascade Indemnification.

(i) Social Cascade shall indemnify, defend, and hold harmless Partner from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (“Losses”), incurred by Partner to the extent resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Portal Services, or any use of the Portal Services in accordance with this Agreement, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets, provided that Partner promptly notifies Social Cascade in writing of the Third-Party Claim, cooperates with Social Cascade, and allows Social Cascade sole authority to control the defense and settlement of such Third-Party Claim.

(ii) If such a Third-Party Claim is made or Social Cascade anticipates such a Third-Party Claim will be made, Partner agrees to permit Social Cascade, at Social Cascade's sole discretion, to (A) modify or replace the Portal Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Partner to continue use. If Social Cascade determines that neither alternative is reasonably available, Social Cascade may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Partner. This Section 10(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Portal Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

(iii) This Section 10(a) will not apply to the extent that any such Third-Party Claim arises from Partner Content, Partner Marks, or Third-Party Products.

(b) Partner Indemnification. Partner shall indemnify, hold harmless, and defend Social Cascade and its officers, directors, employees, and agents from and against any and all Losses arising from or relating to any Third-Party Claim that the Partner Content as submitted by Partner (excluding any text or modification added by Social Cascade or a Subscriber Practice) or the Partner Marks, or any use of them in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; provided that Partner may not settle any Third-Party Claim against Social Cascade unless Social Cascade consents to such settlement, and further provided that Social Cascade will have the right, at its option, to participate in the defense thereof by counsel of its own choice.

(c) Mutual Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party, its officers, directors, employees, and agents (the “Indemnified Party”) from and against any and all Losses arising out of or resulting from any Third-Party Claim based on the Indemnifying Party's: (i) gross negligence or willful misconduct; or (ii) material breach of any of its representations, warranties, or obligations under this Agreement, including, for Partner, Sections 3(d), 9(b), and 21(b), and, for Social Cascade, Sections 3(c) and 19.

(d) Government entities. If Partner is a government entity whose governing law limits its ability to indemnify, Sections 10(b) and 10(c) apply to Partner only to the extent that law permits.

11. Limitations of Liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS PAID OR PAYABLE TO SOCIAL CASCADE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (ii) THE TOTAL PROGRAM VALUE, INCLUDING ANY WAIVED PORTION, OF ANY ORDER FORM IN EFFECT DURING THAT PERIOD. THE LIMITATIONS IN THIS SECTION 11 DO NOT APPLY TO A PARTY'S OBLIGATIONS UNDER SECTION 10 OR TO PARTNER'S BREACH OF SECTION 3(d). WITHOUT LIMITING THE FOREGOING, SOCIAL CASCADE IS NOT LIABLE FOR ANY LOSS OF CONTENT, DATA, OR REVENUE RESULTING FROM CONTENT REJECTION OR REMOVAL, A SERVICE SUSPENSION, THE ACTIONS OF ANY SOCIAL MEDIA PLATFORM OR SUBSCRIBER PRACTICE, OR CHANGES TO THE SUBSCRIBER PRACTICE NETWORK.

12. Term and Termination

(a) Term. The term of this Agreement begins on the Effective Date and continues until terminated (the “Term”). If Partner has an Order Form, the Order Form has an initial term of one (1) year from the effective date stated in it and automatically renews for successive one-year terms unless either party gives written notice of termination at least thirty (30) days before the end of the then-current term; notice may be delivered by email. The Order Form in effect at the end of a term carries into the renewal term unless the parties update it. For a government Partner, renewal requires written agreement and Partner's obligations are subject to the appropriation of funds.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) either party may terminate this Agreement for any reason upon thirty (30) days' advance notice to the other party, provided that while an Order Form is in effect, neither party may terminate under this Section 12(b)(i) before the end of the Order Form's then-current term, and provided further that if Social Cascade terminates under this Section 12(b)(i), Social Cascade will refund any prepaid Fees for the unused period;

(ii) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or

(iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Termination. Upon termination of this Agreement, Partner shall immediately discontinue use of the Social Cascade IP, except that Partner may access the Portal for thirty (30) days to export Partner Content and metrics. Within ten (10) business days after the effective date of termination, Social Cascade will remove Partner Content from the Social Cascade content library, cancel posts of Partner Content that are scheduled but not yet published, and stop offering Partner's SMS templates and scripts for new text series or recordings. Posts of Partner Content that a Subscriber Practice published before the effective date of termination may remain on its Practice Channels, and the license in Section 3(c)(iii) continues for those posts; on Partner's request, Social Cascade will take the steps in Section 20(c) for them. Text series a Social Cascade customer started before termination may continue to send Partner's SMS templates to recipients already enrolled. No expiration or termination of this Agreement will affect Partner's obligation to pay all Fees that may have become due before such expiration or termination or entitle Partner to any refund, except as stated in Sections 5(c), 12(b)(i), and 13.

(d) Survival. This Section 12(d), Sections 2(e), 3(c) (as to the Aggregated Statistics license and the posts described in Section 12(c)), 3(d), 5, 6, 8, 9(b), 10, 11, 12(c), 14, 15, 16, 17, 21(d), 22(c), and 24, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

13. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through direct email communication from us at least thirty (30) days before they take effect. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Portal Services after the effective date of the modifications will be deemed acceptance of the modified terms. If you do not agree to a modification, you may terminate this Agreement before its effective date and receive a pro-rated refund of any prepaid Fees for the unused period. Notwithstanding the foregoing, while an Order Form is in effect, this Agreement may be modified for Partner only with the approval of both parties in writing, and an Order Form may be updated by mutual written agreement (email suffices), including at each renewal term, without amending this Agreement.

14. Export Regulation

The Portal Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Portal Services or the software or technology included in the Portal Services to, or make the Portal Services or the software or technology included in the Portal Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Portal Services or the software or technology included in the Portal Services available outside the US.

15. US Government Rights

Each of the software components that constitute the Portal Services and the Documentation is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Portal Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

16. Governing Law and Jurisdiction

This agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of North Carolina. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in the city of Raleigh and County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. If Partner is a government entity whose governing law requires a different governing law or forum, the parties will state it in an Order Form, and the Order Form controls.

17. Miscellaneous

This Agreement, together with any Order Form, the Content Guidelines, and the Privacy Policy, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, except that a content partnership agreement or memorandum of understanding signed by Partner before the Effective Date continues to govern, and controls over this Agreement on any conflict, until the end of its then-current term, after which an Order Form is required. Acceptance of this Agreement through the Portal by an Authorized User does not amend any signed agreement or Order Form; only a signed Order Form does. If an Order Form conflicts with this Agreement, the Order Form controls for that Partner. Any notices to us must be sent to our corporate headquarters at 3915 Beryl Rd., Suite 130, Raleigh, NC 27607 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us; provided that notices under Sections 5(b) and 12(a) and requests under Section 20 may be given by email to info@socialcascade.co. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Portal Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by either party with respect to a breach of this Agreement by the other does not constitute a waiver and will not limit its rights with respect to such breach or any subsequent breaches. Neither party may assign or transfer this Agreement without the other party's prior written consent, except that either party may assign it to a successor in a merger, acquisition, or sale of all or substantially all of its assets, on notice to the other party; any assignment in violation of the foregoing will be void and without effect. This Agreement is nonexclusive: Partner may partner with any other organization to distribute its content, and Social Cascade may distribute content from other organizations. The parties are independent contractors, and the use of the word “partner” does not create a partnership, joint venture, or agency relationship.

18. Content Review and Distribution

(a) Account approval. Registration does not guarantee approval. Social Cascade reviews and approves new Partner organizations before opening a Stream. Before approval, Partner may create drafts and upload media, but Partner Content will not be distributed.

(b) Content review. All Partner Content is subject to review by Social Cascade before it is made available to Subscriber Practices. Social Cascade may approve, reject, or request modifications to any Partner Content in its sole discretion, and will include a reason with any rejection. Partner may revise and resubmit rejected content.

(c) Auto-approve. Social Cascade may grant auto-approve status to a Partner that has demonstrated consistent content quality, and may revoke it at any time. Auto-approved Partner Content remains subject to Social Cascade's automated and manual moderation.

(d) Prototype approval. For a Partner with an Order Form, Partner will review and approve a prototype showing how Partner Content will look on Facebook and Instagram, including attribution and logo use, before first distribution.

(e) Practice choice. Providers in the Social Cascade network choose for themselves which Streams to subscribe to and which Partner Content to share, and Social Cascade's scheduling algorithm serves the content they choose to their followers. Fees are for the services and visibility commitments in this Agreement and any Order Form, not for a guaranteed level of provider adoption, and are not reduced or refunded based on adoption or performance.

(f) Content mix. Social Cascade monitors the mix of content published on Practice Channels and aims for Partner Content to be a minority of any Practice Channel's posts. On request, Social Cascade will report to Partner the share of posts on Practice Channels that are Partner Content.

(g) Visibility commitments. To support adoption, Social Cascade will, for each term of an Order Form: (i) list Partner Content as a Stream in the Social Cascade content library, available to all applicable Subscriber Practices; (ii) conduct outreach to all applicable Social Cascade customers notifying them of the new Partner Stream; (iii) feature Partner in a content partner spotlight, subject to Partner's prior approval of the spotlight content; and (iv) carry out any additional visibility activities in the Order Form. For a Partner without an Order Form, Social Cascade will list Partner's approved Stream in the content library.

(h) Library placement. Partner Content will be available in the Social Cascade content library alongside other content sources. Partner Content is not the product being sold; Social Cascade's core product will be clearly articulated and differentiated from Partner's services.

(i) Conflicting practices. Social Cascade will coordinate with Partner case by case to address concerns about posting of Partner Content by Subscriber Practices who compete with or are in conflict with Partner's mission.

19. Attribution, Integrity, and Branding

(a) Integrity. Social Cascade will distribute Partner Content maintaining full integrity of the images, text, and logos, other than technical formatting needed to publish it, such as resizing, cropping to a platform's aspect ratio, compression, and adding caption files. Social Cascade will not edit Partner's caption text except to correct formatting or add the attribution in Section 19(b), or, with Partner's approval, to correct an error.

(b) Attribution. Facebook and Instagram posts of Partner Content will be attributed solely to Partner using the caption “All content provided by [Partner].” or as otherwise specified by Partner for each of those platforms.

(c) Subscriber Practice additions. A Subscriber Practice may add its own introductory text to a post of Partner Content, visually separated from Partner's caption, and may not change Partner's caption, attribution, or Partner Marks. Text a Subscriber Practice adds will not state or imply that Partner endorses the Subscriber Practice. Social Cascade will act under Section 20 on a request to remove a post that misrepresents Partner.

(d) Tagging. All Instagram and Facebook posts of Partner Content will tag Partner's account on each respective platform, except that Social Cascade may limit mentions of Partner's account to one per day per Practice Channel to comply with platform rules, and may show later same-day mentions as a hashtag.

(e) Logo. Partner will include the Partner logo in Partner Content images and video, in compliance with any branding guidelines Partner provides to Social Cascade in writing, including with an Order Form, and Social Cascade will not remove or obscure it.

(f) Sponsored content. Where Partner Content is funded or sponsored, or its distribution is paid for, by Partner or any third party, Partner is responsible for identifying that relationship correctly, in its attribution text under Section 19(b) or in the caption, as the law and the social media platforms require. Social Cascade will not remove that disclosure, and Subscriber Practices cannot remove it through the platform.

(g) Use of Partner Marks by Social Cascade. Social Cascade may use Partner's logo, in adherence with those branding guidelines, within the Social Cascade content library and when referring to the partnership on the Website, and may mention the content partnership with Partner in pitches, presentations, or promotions. Before Social Cascade first uses Partner Marks on the Website or in other marketing materials, Partner will have the opportunity to review the logo use and accompanying language. Social Cascade will use examples of Partner Content in its own marketing only with Partner's approval. For a government Partner, Social Cascade will not use Partner's seal or state or imply endorsement without Partner's written approval of each use.

(h) Mission and resources. Integration of Partner Content within the Social Cascade platform will clearly articulate the mission of Partner and how to access additional Partner resources, using text Partner provides.

20. Removal of Partner Content

(a) By Partner. Partner may archive Partner Content in the Portal at any time. Archived Partner Content is no longer offered to Subscriber Practices for new posts, and Social Cascade will cancel posts of it that are scheduled but not yet published.

(b) Legal or harm notices. If Partner notifies Social Cascade that any Partner Content may be the subject of an actual or potential legal dispute, or may otherwise cause harm to Partner, Social Cascade will remove it from the platform as soon as reasonably practicable and in no event more than three (3) business days after notification (email suffices), including cancelling posts of it that are scheduled but not yet published.

(c) Posts already published. Posts that a Subscriber Practice has already published on its Practice Channels are under the control of that Subscriber Practice and the social media platform. On a notice under Section 20(b), Social Cascade will delete those posts through the platform where the social media platform allows it, ask the affected Subscriber Practices to remove the rest, and tell Partner which posts were deleted and which Subscriber Practices were asked.

(d) By Social Cascade. Social Cascade may remove or stop distributing any Partner Content at any time if it reasonably believes the content violates this Agreement, the Content Guidelines, applicable law, or a social media platform's rules, or creates a risk to patients, and will tell Partner the reason.

21. SMS Templates and Video Scripts

(a) What Partner supplies. Partner supplies content only. Partner may submit SMS templates for the Text Series Library, which Social Cascade customers use to build text series that they send to their own enrolled recipients, and video scripts for the teleprompter, which Social Cascade customers' providers record in their own voice. Partner does not send SMS messages through the Portal Services, does not send them on its own behalf or to its own audiences, and does not receive recipients' phone numbers or replies. Section 3(c) applies to these templates and scripts, except that Social Cascade may make them available to any customer of Social Cascade, not only Subscriber Practices of Partner's Stream.

(b) TCPA and messaging rules. The Social Cascade customer that sends a text series is the sender. It sends to its own enrolled recipients, through numbers provided by Social Cascade or connected by that customer, and is responsible for obtaining consent and for compliance with the Telephone Consumer Protection Act and similar laws. Social Cascade provides the messaging platform, enforces opt-out, HELP, and sending-hour controls, and does not send SMS messages on behalf of Partner. Partner's responsibility is the content of its templates. Partner warrants that SMS template content: (i) is accurate, educational, and does not constitute medical advice; (ii) does not contain promissory language (such as guarantees or “you will receive”); (iii) does not encourage self-diagnosis or self-treatment; (iv) contains no marketing or advertising for third-party products and no sex, hate, alcohol, firearms, tobacco, or cannabis content; (v) uses no public link shorteners; (vi) does not ask recipients to reply with health information; and (vii) does not alter opt-out or sender-identification language.

(c) Review and removal. All SMS templates are subject to review by Social Cascade before publication. Social Cascade may remove or unpublish any SMS template at any time if compliance concerns arise, and may archive Partner's published SMS templates if Partner's account is suspended.

(d) Recordings. A video that a Subscriber Practice's provider records from Partner's script is content of that Subscriber Practice and must carry Partner's attribution in the caption.

22. Content Development Services

(a) Scope. If an Order Form includes Content Development Services, Social Cascade will research, draft, design, and upload the Developed Content described there, following the workflow in the Order Form, and will submit each item to Partner for approval before distribution.

(b) Partner input and approval. Partner will provide its clinical guidance, priorities, branding, and a reviewer, and will approve or request changes to each item within ten (10) business days. Developed Content is not distributed until Partner approves it. Once Partner approves an item of Developed Content, Sections 3(c), 3(d), 9(b)(ii)–(v), 10(c), and 20 apply to it as if it were Partner Content. Partner is responsible for the clinical accuracy of Developed Content it approves.

(c) Ownership. Upon payment in full of the applicable Fees (or, where no Fees are payable, upon delivery), Social Cascade assigns to Partner all of Social Cascade's right, title, and interest in the Developed Content, excluding Social Cascade's templates, design systems, tools, and know-how, which Social Cascade retains and licenses to Partner for use with that Developed Content. Developed Content is then Partner Content. Social Cascade will tell Partner when Developed Content was drafted with AI assistance.

(d) Social Cascade warranty. Social Cascade warrants that Developed Content, excluding materials supplied by Partner, does not infringe any third party's intellectual property rights.

23. Partner Metrics and AI Features

(a) Metrics. Social Cascade will provide Partner with reach and performance metrics for Partner Content through the analytics in the Portal, as described there, and any additional reporting stated in an Order Form, at the frequency stated there. Metrics come from the social media platforms, are estimates, and may change when a platform revises its figures.

(b) Subscriber Practice privacy. Metrics will never include information about any patient of a Subscriber Practice or any SMS recipient of a Social Cascade customer, including enrollment in a specific text series. Metrics under a Program Schedule may be exact and may allow inference about an individual Subscriber Practice, as disclosed to those practices.

(c) AI features. The Portal Services use artificial-intelligence services provided by third parties (currently Google Vertex AI) to suggest topics, evaluate and moderate content, generate scripts, and help draft captions. Partner Content sent to these services is processed to provide the feature. AI output is a suggestion; Partner is responsible for Partner Content it submits.

24. Account Deletion

(a) Request. Partner may request deletion of its account by contacting Social Cascade support, and may export Partner Content and metrics before doing so.

(b) Effect. Upon a deletion request, Social Cascade will revoke Partner's Portal access promptly and, within thirty (30) days: anonymize Partner's organization profile and contact information; delete unpublished drafts and archived Partner Content; and delete media files from storage, except media in posts that Subscriber Practices have already published, which are treated as described in Section 12(c). Social Cascade may retain records it is required to keep by law or for an open dispute, and backups that are overwritten in the ordinary course.