Terms of Use

Careonomy, LLC — Effective August 2026 — Version 3

These Terms of Use (“Agreement” or “Terms”) govern all access to and use of the services and related deliverables provided by Careonomy, LLC (“Careonomy,” “Company,” “we,” “us,” or “our”) by any entity or individual (“Customer” or “you”) who signs an Order Form, clicks to accept, or otherwise uses the Services. By using the Services, you agree to be bound by these Terms.

1. Definitions

Unless otherwise stated, capitalized terms have the meanings below.

  • Affiliate means any entity controlling, controlled by, or under common control with a party.
  • BAA means the Business Associate Agreement attached as Exhibit A.
  • Breach has the meaning given in 45 C.F.R. §164.402.
  • Business Associate has the meaning in 45 C.F.R. §160.103.
  • CareBravo Platform means the software-as-a-service platform operated by Caryfy, LLC under the CareBravo® brand, through which certain Managed Services may be delivered and which Customer may separately subscribe to under the Platform Terms.
  • Clean Claim has the meaning given in Section 2.4(a).
  • Confidential Information means non-public information disclosed by one Party to the other, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
  • Covered Entity has the meaning in 45 C.F.R. §160.103.
  • Customer Data means all information or data submitted or made available by Customer to Careonomy in connection with the Services, including Personal Data and PHI (if applicable).
  • Managed Services means the human-performed billing, claims preparation and submission, denial management, payment posting, collections support, scheduling, reporting, and related administrative and revenue-cycle services specified in the applicable Order Form and performed by Careonomy personnel and its Subcontractors.
  • Order Form means the ordering document referencing these Terms and specifying Service scope, fees, rates (which may be differentiated by Service or claim type), and term.
  • Outcome Assurance™ means the service commitment described in Section 2.4.
  • Personal Data means information relating to an identified or identifiable natural person, as defined by applicable privacy laws (e.g., CCPA, GDPR).
  • Platform Terms means the separate terms of use or subscription agreement between Customer and Caryfy, LLC governing Customer’s self-directed use of the CareBravo Platform.
  • Privacy Policy means the Careonomy Privacy Policy, incorporated by reference and available at the URL specified on the Order Form or Careonomy website.
  • PHI means Protected Health Information as defined in 45 C.F.R. §160.103, created, received, maintained, or transmitted by Careonomy on behalf of a Covered Entity.
  • Security Incident has the meaning in 45 C.F.R. §164.304.
  • Services means the Managed Services and related deliverables provided by Careonomy pursuant to this Agreement. Services do not include Customer’s self-directed use of the CareBravo Platform, which is governed by the Platform Terms.
  • Subcontractor means any person or entity to whom Careonomy delegates functions or services that involve use or disclosure of Customer Data or PHI.
  • Sub-Processor means any third party engaged by Careonomy to Process Personal Data (including, where applicable, PHI on behalf of Customer) solely on Careonomy’s behalf.

2. Scope of Services; Outcome Assurance™

2.1 Managed Services

Careonomy provides the Managed Services specified in the applicable Order Form. Managed Services are performed by people — Careonomy personnel and its Subcontractors — supported by the CareBravo® Platform and related technology.

2.2 CareBravo Platform; Self-Directed Use Distinguished

Managed Services may be delivered through the CareBravo® Platform, operated by Caryfy, LLC. Customer’s independent, self-directed use of the CareBravo Platform is governed separately by the Platform Terms between Customer and Caryfy, LLC, and is not a Service under this Agreement.

2.3 Performance by Affiliates, Subcontractors, and Offshore Personnel

Certain Managed Services and support functions may be performed by Careonomy Affiliates, Subcontractors, or Sub-Processors, including personnel located outside the United States. All such parties are bound by written agreements imposing confidentiality and data-protection obligations at least as protective as those in this Agreement and in the BAA.

2.4 Outcome Assurance™

Outcome Assurance™ — § 2.4 · The Commitment in Full

(a) Clean Claim means a claim prepared and submitted by Careonomy as part of the Managed Services that is accepted for adjudication by the applicable payer without rejection or denial attributable to an error in Careonomy’s preparation or submission. A claim is not a Clean Claim if rejection or denial results from: (i) missing or inaccurate data or documentation provided by or on behalf of Customer; (ii) Customer’s failure to maintain required payer enrollments or authorizations; (iii) eligibility or authorization issues outside Careonomy’s control; (iv) payer error, system failure, or retroactive payer policy changes; or (v) Customer’s failure to timely provide required visit data or electronic visit verification records.

(b) Commitment. Where the applicable Order Form designates Managed Services as covered by Outcome Assurance™, Careonomy commits that the Clean-Claim Rate — Clean Claims as a percentage of all claims submitted by Careonomy on Customer’s behalf during a calendar month — will be at least ninety-nine percent (99%).

(c) Remedy. If the Clean-Claim Rate for a calendar month falls below ninety-nine percent (99%), Careonomy will credit Customer the fees charged for the affected non-Clean Claims for that month. This credit is Customer’s sole and exclusive remedy for any failure to achieve the Clean-Claim Rate commitment in Section 2.4(b), as further stated in Section 12.3.

(d) Conditions. The commitment in Section 2.4(b) is conditioned on Customer’s timely provision of accurate and complete data and documentation, maintenance of required payer enrollments and authorizations, and compliance with Customer’s obligations under Section 4.

(e) Reporting. Careonomy will report the Clean-Claim Rate and other metrics committed in the Order Form to Customer monthly, in plain language.

3. HIPAA and Data Privacy Compliance

3.1 Protected Health Information

Customer acknowledges that the Services inherently involve access to, and processing of, Protected Health Information (“PHI”) as defined in 45 C.F.R. § 160.103. Accordingly, the BAA attached as Exhibit A is incorporated into and made a part of this Agreement.

3.2 Business Associate Status

Careonomy acts as a Business Associate to Customer (the Covered Entity) and shall comply with the Privacy, Security, and Breach Notification Rules under 45 C.F.R. Parts 160 and 164, as amended by HITECH.

3.3 Safeguards

Careonomy shall implement administrative, technical, and physical safeguards that meet the requirements of 45 C.F.R. §§ 164.308–312 to protect the confidentiality, integrity, and availability of PHI.

3.4 Breach Notification

Careonomy shall notify Customer of any Breach of Unsecured PHI without unreasonable delay, and in no event later than sixty (60) days after discovery; such notice shall include the information required under 45 C.F.R. § 164.410.

3.5 Privacy Laws

Each Party shall comply with all applicable privacy and data-protection laws, including HIPAA, GDPR, and CCPA, to the extent relevant to its role.

3.6 BAA Incorporation and Click-Through Execution

The BAA is incorporated by reference. By accepting these Terms (including via click-through) or executing an Order Form, Customer agrees to and is deemed to have executed the BAA without further signature.

3.7 Data Processing under GDPR

Where the General Data Protection Regulation (EU 2016/679) (“GDPR”) applies, Customer acts as Data Controller and Careonomy acts as Data Processor. Careonomy shall process Personal Data only on Customer’s documented instructions, implement appropriate technical and organizational measures, assist with data-subject rights, and cooperate with supervisory authorities as required.

3.8 International Data Transfers

To the extent Personal Data from the EEA, UK, or Switzerland is transferred to the United States or another non-adequate country, the Parties shall rely on a valid transfer mechanism (e.g., Standard Contractual Clauses) as required by applicable law.

4. Customer Obligations

Customer shall: (a) ensure that any Personal Data or PHI provided is collected lawfully with proper notice and consent; (b) not upload PHI except under an executed BAA; (c) promptly notify Careonomy of any suspected Security Incident; (d) maintain required payer enrollments and authorizations; (e) timely provide accurate visit data and electronic visit verification records; and (f) comply with all applicable federal and state laws governing its operations, including Medicaid program requirements.

5. Subcontractors and Affiliates

Careonomy may engage Affiliates, Subcontractors, and Sub-Processors — including personnel located outside the United States — to perform Services involving Customer Data or PHI, provided each is bound by written agreement imposing HIPAA-equivalent protections and data-security obligations no less protective than those in this Agreement. Customer consents to such engagement. Careonomy remains responsible to Customer for the acts and omissions of its Subcontractors and Affiliates in performing the Services.

6. Security, Retention and Access

Careonomy employs industry-standard security controls, including encryption in transit and at rest, access controls, audit logging, and periodic risk assessments. Customer Data is retained for no longer than required by applicable law or the Order Form, and in no event longer than sixty (60) days after termination of the applicable Order Form, except that backup copies may be retained up to ninety (90) days. Customer data resides on U.S.-based infrastructure. Upon written request, Careonomy will provide a summary of its security practices and certifications.

7. Intellectual Property Rights

7.1 Careonomy IP

All intellectual-property rights in the Services, software, and documentation remain the exclusive property of Careonomy or its licensors.

7.2 Customer Data Ownership

Customer retains ownership of Customer Data. Careonomy is granted a limited, non-exclusive, worldwide license to use Customer Data solely to perform and improve the Services.

7.3 De-Identified Data

Customer grants Careonomy a royalty-free, perpetual license to use de-identified (under 45 C.F.R. § 164.514(a)–(c)) or anonymized/aggregated data for lawful business purposes, including analytics and service improvement, provided such data cannot reasonably be re-identified.

7.4 Trademarks

“Careonomy™,” “Outcome Assurance™,” “CareBravo®,” and related names, logos, and marks are trademarks of Cogent Network LLC and/or its Affiliates, used under license. No right or license to use such marks is granted to Customer.

8. Billing and Payment Terms

8.1 Standard Invoicing

Invoices are due upon receipt. Late payments accrue interest at 1.5% per month or the maximum rate permitted by applicable law in the Customer’s jurisdiction, whichever is lower. Disputes must be raised in writing within fifteen (15) days of the invoice date; undisputed amounts are not subject to withholding.

8.2 Weekly Billing Services

Where the applicable Order Form designates Services as being billed on a weekly basis, Careonomy shall invoice Customer weekly, in arrears, for Services rendered during the preceding week. Such invoices are due upon receipt and subject to the late-payment terms in Section 8.1.

9. Confidentiality

Each Party shall maintain the confidentiality of the other’s Confidential Information, using the same degree of care it uses to protect its own, but no less than reasonable care. PHI and Customer Data are treated as Confidential Information. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party provides prompt prior written notice where permitted.

10. Representations and Warranties

Each Party represents it has the authority to enter this Agreement and will comply with applicable laws. Careonomy warrants it will perform the Services in a professional manner consistent with industry standards. Except for the Outcome Assurance™ commitment in Section 2.4 and the warranty in this Section 10, Careonomy provides the Services “as is” without any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

11. Indemnification

11.1 By Customer

Customer shall indemnify, defend, and hold harmless Careonomy, its Affiliates, and their officers, directors, employees, and agents against all third-party claims arising out of (a) Customer’s use of the Services in violation of applicable law; (b) Customer’s breach of this Agreement; (c) Customer’s provision of inaccurate or incomplete data; or (d) Customer’s violation of any third-party right.

11.2 By Careonomy

Careonomy shall indemnify and hold harmless Customer from third-party claims arising from (a) Careonomy’s gross negligence or willful misconduct in performing the Services, or (b) Careonomy’s material breach of this Agreement.

11.3 GDPR Indemnification

Where the GDPR applies, Customer acts as Data Controller and Careonomy acts as Data Processor. Customer shall indemnify, defend, and hold harmless Careonomy from fines, penalties, or third-party claims arising from Customer’s failure to comply with its obligations as Data Controller, to the extent not caused by Careonomy’s breach.

11.4 Cap on Indemnification

All indemnification obligations under this Section 11 are subject to the limitation of liability in Section 12.

12. Limitation of Liability

12.1 General Limitation

Neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost revenue, however arising and whether based on contract, tort, or any other theory, even if such Party has been advised of the possibility of such damages. Each Party’s total cumulative liability for all claims arising under or related to this Agreement shall not exceed the total fees paid or payable by Customer to Careonomy in the twelve (12) months immediately preceding the event giving rise to the claim.

12.2 Application of Cap

The limitation in Section 12.1 applies to all claims, including claims arising under the BAA, indemnification obligations under Section 11, breaches of confidentiality obligations under Section 9, and any other cause of action.

12.3 Outcome Assurance Remedy

Customer’s sole and exclusive remedy for any failure to achieve a commitment stated under Outcome Assurance™ is the fee credit described in Section 2.4(c); such credits shall not exceed the fees charged for the affected claims in the applicable month and shall count against the overall liability cap in Section 12.1.

12.4 Business Associate Agreement Control

To the extent any claim or dispute arises from or relates to the use, disclosure, or safeguarding of PHI, the terms of the Business Associate Agreement attached as Exhibit A control and govern, subject to the liability cap in Section 12.1.

13. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate for material breach upon thirty (30) days’ written notice if uncured, or immediately if the breach is incurable. Careonomy may suspend Services immediately upon Customer’s failure to pay undisputed amounts after ten (10) days’ written notice. Upon termination, Customer shall pay all undisputed fees accrued through the termination date. Sections 1, 6, 7, 9, 11, 12, 14, and 15, and any accrued payment obligations, survive termination.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles. Disputes must first be submitted to mediation in Fulton County, Georgia. If unresolved within sixty (60) days of a written request for mediation, either Party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, seated in Fulton County, Georgia. Each Party waives its right to a jury trial and agrees to arbitrate on an individual basis only — class arbitration and class actions are not permitted. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

15. Miscellaneous

15.1 Assignment

Assignment requires prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations.

15.2 Notices

Notices shall be sent to the addresses in the Order Form or to the email designated by each party and are deemed received when delivered by email with confirmation of receipt or by nationally recognized overnight courier.

15.3 Updates to Terms

Careonomy may update these Terms from time to time. For material changes, Careonomy will provide at least thirty (30) days’ prior notice by email or through the Customer portal. Continued use of the Services after the effective date of the update constitutes acceptance of the revised Terms.

15.4 Entire Agreement; Order of Precedence

These Terms, together with each Order Form, the BAA, and the Privacy Policy, constitute the entire agreement between the Parties regarding the Services and supersede all prior agreements and representations. In the event of conflict, the Order Form controls over these Terms; the BAA controls over both with respect to PHI; and the Privacy Policy governs privacy practices supplementary to the BAA.

15.5 Severability

If any provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in full force.

15.6 Survival

Sections 1, 6, 7, 9, 11, 12, 14, and 15, and any accrued payment obligations, survive termination.

Exhibit A

Business Associate Agreement

Careonomy, LLC — Billing and Administrative Services

This Business Associate Agreement (“Agreement”) is incorporated by reference into the Careonomy Terms of Use between Careonomy, LLC (“Business Associate” or “Careonomy”) and the Customer identified in the applicable Order Form (“Covered Entity” or “Customer”).

Recitals

The Parties have entered into the Careonomy Terms of Use (the “Underlying Contract”), pursuant to which Careonomy provides billing, claims management, payment posting, collections, scheduling, reporting, and related administrative or revenue-cycle support services on behalf of Customer. In connection with such services, Careonomy may receive, create, maintain, or transmit Protected Health Information (“PHI”) on behalf of Customer that is subject to HIPAA. The Parties desire to comply with the HIPAA Privacy Rule, Security Rule, and Breach Notification Rule. This Agreement supplements and is incorporated into the Underlying Contract, and controls with respect to the use and protection of PHI.

1. Definitions

Terms not defined here have the meanings given in 45 C.F.R. Parts 160 and 164.

  • 1.1 Breach – The acquisition, access, use, or disclosure of PHI in a manner not permitted under the Privacy Rule that compromises the security or privacy of the PHI (45 C.F.R. § 164.402).
  • 1.2 Electronic PHI (ePHI) – Electronic protected health information as defined in 45 C.F.R. § 160.103.
  • 1.3 HIPAA Rules – The Privacy, Security, Breach Notification, and Enforcement Rules (45 C.F.R. Parts 160 & 164).
  • 1.4 Individual – The person who is the subject of PHI and includes a personal representative under the Privacy Rule.
  • 1.5 Protected Health Information (PHI) – Individually identifiable health information transmitted or maintained by Careonomy on behalf of Customer, as defined in 45 C.F.R. § 160.103.
  • 1.6 Required by Law – Has the meaning assigned in 45 C.F.R. § 164.103.
  • 1.7 Security Incident – The attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations (45 C.F.R. § 164.304).
  • 1.8 Subcontractor – A person or entity to whom Careonomy delegates a function or service involving PHI.
  • 1.9 Unsecured PHI – PHI not secured in accordance with guidance issued under Section 13402(h)(2) of the HITECH Act.

2. Permitted Uses and Disclosures

2.1 Services. Careonomy may use and disclose PHI solely to perform the billing, claims management, payment posting, collections, scheduling, reporting, and related administrative or revenue-cycle support services specified in the Underlying Contract.

2.2 Management and Administration. Careonomy may use PHI for its own management and administration or to carry out its legal responsibilities if (a) the disclosure is Required by Law, or (b) the recipient agrees in writing to protect the confidentiality of the PHI.

2.3 Data Aggregation and De-Identification. Careonomy may use PHI to provide data-aggregation services and may de-identify PHI consistent with 45 C.F.R. § 164.514(a)–(c). De-identified data may be used as set forth in Section 7.3 of the Terms.

2.4 Minimum Necessary. Careonomy shall limit uses and disclosures of PHI to the minimum necessary to accomplish the intended purpose.

3. Obligations of Business Associate

3.1 Safeguards. Careonomy shall implement administrative, physical, and technical safeguards meeting 45 C.F.R. §§ 164.308–312 to protect the confidentiality, integrity, and availability of PHI.

3.2 Subcontractors and Affiliates. Careonomy may engage subcontractors or affiliates, including those located outside the U.S., provided each is bound by written agreement imposing HIPAA-equivalent protections. Careonomy remains responsible for their acts and omissions.

3.3 Mitigation. Careonomy shall mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI in violation of this Agreement.

3.4 Reporting. Careonomy shall report to Customer (a) any use or disclosure of PHI not permitted by this Agreement, (b) any Security Incident, and (c) any Breach of Unsecured PHI, in each case without unreasonable delay and in no event later than sixty (60) days after discovery.

3.5 Access and Amendment. Careonomy shall provide access to and amend PHI in a Designated Record Set as directed by Customer (45 C.F.R. §§ 164.524–526).

3.6 Accounting of Disclosures. Careonomy shall document disclosures as necessary for Customer to provide an accounting under 45 C.F.R. § 164.528.

3.7 Government Access. Careonomy shall make relevant records available to HHS for determining Customer’s compliance.

3.8 Compliance with Privacy Rule. To the extent Careonomy carries out any Covered Entity obligation under the Privacy Rule, Careonomy shall comply with the requirements of 45 C.F.R. Part 164, Subpart E.

3.9 Right to Audit and Verification. Upon Customer’s reasonable written request, Careonomy shall make available information reasonably necessary to demonstrate compliance, which may include summaries of security assessments, certifications, or audit reports, subject to appropriate confidentiality protections.

4. Obligations of Customer

Customer shall (a) not request Careonomy to use or disclose PHI in any manner prohibited by HIPAA, (b) obtain all consents and authorizations required for Careonomy’s permitted uses, and (c) notify Careonomy of any restriction on uses or disclosures of PHI.

5. Term and Termination

5.1 Term. This Agreement begins on the Effective Date of the Underlying Contract and continues until all PHI is returned or destroyed.

5.2 Termination for Cause. Either Party may terminate upon written notice if the other materially breaches this Agreement and fails to cure within thirty (30) days.

5.3 Effect of Termination. Upon termination, Careonomy shall promptly return or, if agreed by Customer, destroy all PHI that it maintains in any form, and shall require any subcontractors or affiliates to do the same. If Careonomy determines return or destruction is infeasible, Careonomy shall extend this Agreement’s protections to the retained PHI and limit further use or disclosure to those purposes that make return or destruction infeasible. Data return and destruction conducted in accordance with Section 6 (Security, Retention and Access) of the Terms of Use shall be deemed to satisfy this Section. All protections and obligations under this Agreement remain in effect with respect to any PHI retained until such PHI is destroyed.

5.4 Survival. Sections 3, 5.3, 6, and 7 survive termination.

6. Indemnification

6.1 By Careonomy. Careonomy shall indemnify and hold harmless Customer from third-party claims, damages, or losses arising from Careonomy’s (a) breach of this Agreement, (b) violation of the HIPAA Rules, or (c) gross negligence or willful misconduct in handling PHI, except to the extent caused by Customer’s breach.

6.2 By Customer. Customer shall indemnify and hold harmless Careonomy from claims or losses arising from Customer’s breach of this Agreement or violation of HIPAA, except to the extent caused by Careonomy’s breach.

These indemnification obligations supplement, and do not limit, the indemnification provisions in the Careonomy Terms of Use, and are in all cases subject to the limitation of liability in Section 12 of the Terms of Use.

7. Miscellaneous

7.1 Amendment. The Parties shall amend this Agreement as necessary to comply with changes in HIPAA.

7.2 Conflict. In the event of conflict between this Agreement and any Underlying Contract, this Agreement controls to the extent and only to the extent necessary to comply with HIPAA.

7.3 Assignment. Neither Party may assign this Agreement without the other’s written consent, except to an Affiliate or successor assuming all obligations.

7.4 Notices. All notices must be in writing and delivered by email to the notice addresses specified in the applicable Order Form, via the Customer portal, or by nationally recognized overnight courier.

7.5 Governing Law and Venue. This Agreement is governed by the laws of the State of Georgia and subject to the dispute-resolution provisions in Section 14 (Governing Law and Dispute Resolution) of the Terms of Use.

7.6 Click-Through Acceptance. This Agreement is accepted electronically through Customer’s acceptance of the Careonomy Terms of Use and does not require separate physical or digital signatures.

7.7 No Third-Party Beneficiaries. Nothing herein creates rights or obligations for any third party.

Exhibit B

Marketing Services Schedule

Careonomy, LLC — Referral Marketing and Public Presence Services

This Marketing Services Schedule (“Schedule”) is incorporated by reference into the Careonomy Terms of Use (the “Terms”) between Careonomy, LLC (“Careonomy”) and the Customer identified in the applicable Order Form.

1. Definitions

1.1 Marketing Services means the referral-marketing and public-presence services described in Section 2 of this Schedule and specified in the applicable Order Form. Marketing Services are deemed “Services” under the Terms and subject to all provisions of the Terms, except as modified herein.

1.2 Referral Sources means persons and organizations in a position to refer or recommend home care services, including case managers, support coordinators, hospital and skilled-nursing-facility discharge planners, Medicaid waiver coordinators, and similar professionals.

1.3 Deliverables means the marketing materials, website content, directory listings, profiles, campaigns, and reports produced by Careonomy for Customer under this Schedule.

2. Scope of Marketing Services

2.1 Scope. As designated in the Order Form, Marketing Services may include: (a) creation and maintenance of Customer’s professional presence on the carebegins.com platform, including Customer’s profile, services, service area, and availability; (b) drafting of outreach communications (including introductions, follow-ups, and capacity updates) for Customer’s review and transmission in Customer’s own name; (c) maintenance and accuracy management of Customer’s website, directory listings, and online reviews; and (d) recruitment marketing targeting caregivers to support Customer’s staffing pipeline.

2.2 Customer-Sent Communications; No Outreach by Careonomy. Careonomy does not contact Referral Sources on Customer’s behalf. Drafting tools (including AI agents) may be used to prepare draft communications, which Customer reviews and sends from Customer’s own email or messaging accounts. All relationships with Referral Sources belong to Customer.

2.3 carebegins.com Listings. Listings and profiles on carebegins.com are presented on the basis of neutral, objective criteria disclosed on the platform (e.g., service area, services offered, availability, program coverage). No ranking is for sale. Customer’s profile strength reflects the accuracy and completeness of Customer-provided information.

3. No Guarantee of Marketing Outcomes; Outcome Assurance Inapplicable

3.1 No Outcome Guarantee. Customer acknowledges that inquiries, referrals, admissions, census, and revenue depend on factors outside Careonomy’s control, including Referral Source decisions, market conditions, Customer’s capacity and reputation, and payer requirements. Careonomy makes no guarantee of any particular marketing outcome.

3.2 Outcome Assurance™ Inapplicable. For the avoidance of doubt, Section 2.4 of the Terms (Outcome Assurance™), including its commitment, measurement, and fee-credit remedy, applies only to claims preparation and submission services and does not apply to Marketing Services.

3.3 Reported, Not Guaranteed. Careonomy will report marketing activity metrics (e.g., outreach completed, listings maintained, inquiries received, and admissions attributed where reasonably identifiable) monthly, in plain language.

4. Healthcare Marketing Compliance

4.1 No Payment for Referrals. Neither Party shall offer, pay, solicit, or receive any remuneration, in cash or in kind, directly or indirectly, in exchange for referrals or to induce the referral of any individual for a health-care item or service covered by a federal or state health-care program, including Medicaid. This prohibition applies to any arrangement that would violate the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) or any applicable state equivalent.

4.2 Fee Structure. Fees for Marketing Services are as stated in the Order Form and shall reflect fair market value for the services performed. For patient- and family-facing channels — including carebegins.com — fees are flat and are never calculated as a percentage of referrals, admissions, revenue, or other volume-based metrics. Careonomy does not charge per lead, per referral, per admission, or any revenue-share arrangement.

4.3 Truthful Advertising; Approvals. All Deliverables shall be truthful and non-misleading. Customer is responsible for the accuracy of information it provides regarding its licensure, enrollment, certifications, capacity, and services. Customer shall review and approve all Deliverables before use or publication.

4.4 No PHI in Marketing. Marketing Services do not require, and Customer shall not provide, PHI for marketing use except as expressly permitted by HIPAA with all required authorizations (e.g., testimonials with patient authorization).

5. Capacity-Responsible Promotion

5.1 Careonomy may, upon notice to Customer, pause or reduce promotional activity where Customer’s scheduling, staffing, or capacity data reasonably indicates that Customer cannot serve additional referrals without compromising service quality or regulatory compliance. This is a protection for Customer’s reputation and compliance, not a penalty.

5.2 Customer shall keep its capacity, staffing, and service-area information reasonably current to enable the operation of Section 5.1.

6. Intellectual Property

6.1 Customer owns its names, trademarks, logos, and brand assets, and grants Careonomy a limited license to use them solely to perform the Marketing Services.

6.2 Careonomy retains all rights in its methods, know-how, templates, and tools. Upon payment, Customer receives a perpetual, non-exclusive license to use the Deliverables for its own business purposes.

7. Term; Termination; General

7.1 This Schedule runs concurrently with the Order Form designating Marketing Services and terminates with it or with the Terms, whichever is earlier. Sections 3, 4, and 6 survive termination.

7.2 This Schedule is subject to the Terms in all respects, including Section 12 (Limitation of Liability) and Section 14 (Governing Law and Dispute Resolution). In the event of conflict between this Schedule and the Terms, this Schedule controls with respect to Marketing Services.