Terms of Service

Version: October 1, 2026

These Terms of Service (the "Terms") are entered into between Cuspo LLC, a South Carolina limited liability company, with a principal business address at 270 Montgomery Drive, Spartanburg, South Carolina 29302 ("Cuspo"), and the U.S. dental practice or other dental-practice business entity that accepts these Terms and purchases or activates a subscription ("Customer"). These Terms become effective when Customer first accepts them in connection with a Subscription Order (the "Effective Date"). Each person accepting these Terms or a Subscription Order for Customer represents that the person has authority to bind Customer.

1. DEFINITIONS

1.1 "Customer Personnel" means Customer's employees, contractors, and other workforce members whom Customer permits to use the Services under Customer's practice account. Patients are not Customer Personnel and may not receive application access.

1.2 "Customer Data" means information, records, files, images, documents, messages, content, and other data submitted to, stored in, or processed through the Services by or for Customer or Customer Personnel, including Customer's employee and compliance records. Customer Data does not include Service Data. Prohibited Patient Data remains prohibited even if it is inadvertently submitted to the Services.

1.3 "Documentation" means Cuspo's then-current user instructions and technical documentation for the Services that Cuspo makes available to Customer.

1.4 "Subscription Order" means Customer's electronic subscription checkout or other ordering record accepted by Customer and Cuspo that identifies the subscription purchased and applicable commercial terms. A later written ordering document or accepted proposal may also be a Subscription Order if it expressly incorporates these Terms. Each Subscription Order is incorporated into these Terms.

1.5 "Prohibited Patient Data" means information that identifies, or reasonably can be linked to, a patient or prospective patient, including Protected Health Information ("PHI") as defined by HIPAA. Customer must not submit Prohibited Patient Data to the Services except under a later written agreement that expressly authorizes a supported PHI-bearing service.

1.6 "Services" means Cuspo's hosted compliance-record software for dental practices, including the compliance logging, document, training, recordkeeping, export, readiness, and related features Cuspo makes available under a Subscription Order.

1.7 "Service Data" means technical, usage, performance, diagnostic, security, and statistical data generated by operation of the Services, but only to the extent the data does not disclose Customer Data or identify an individual from Customer Data.

1.8 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations at 45 C.F.R. Parts 160 and 164.

1.9 "DPA" means Cuspo's Data Processing Addendum, which governs Cuspo's processing of Customer Data on Customer's behalf and is incorporated into these Terms.

2. SUBSCRIPTION AND ACCESS

2.1 Subscription Right. Subject to these Terms and the applicable Subscription Order, Cuspo grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to permit Customer Personnel to access and use the Services solely for Customer's internal dental-practice compliance and recordkeeping operations.

2.2 Shared Practice Account. The Services use one practice account and one sign-in credential rather than separate individual user accounts. Customer controls who may receive or use the shared practice credential, must limit access to Customer Personnel with a legitimate business need, and is responsible for activity under the account to the extent caused by Customer or Customer Personnel. Customer must promptly change or disable access credentials when access is no longer appropriate.

2.3 No Patient Accounts. The Services are staff-facing. Customer will not provide patients or other persons outside Customer's authorized workforce with the practice credential, application access, or direct access to staff-only functions.

2.4 Changes to Services. Cuspo may improve, modify, or replace features from time to time, provided Cuspo will not materially reduce the core functionality of a paid subscription during its then-current Subscription Term without reasonable notice. Cuspo may make changes immediately where reasonably necessary for security, legal compliance, or third-party service continuity.

2.5 Support. Cuspo will provide its standard remote support by email and through any support channels identified in the Services or Documentation. Cuspo does not provide telephone support unless a Subscription Order expressly states otherwise. Unless a Subscription Order expressly states otherwise, no specific response-time, resolution-time, or uptime service level applies. Customer and Customer Personnel must not include Prohibited Patient Data in support email or other support communications.

3. ROLE OF THE SERVICES; CUSTOMER RESPONSIBILITY

3.1 Compliance Record Tool. The Services are designed to help dental practices create, maintain, organize, review, and export operational compliance records, including sterilization, equipment, workplace-safety, training, policy, and related practice records. The Services are not a substitute for Customer's professional judgment, legal advice, or Customer's responsibility to determine and satisfy requirements applicable to its practice.

3.2 Customer as Record Custodian. Customer remains the employer, practice operator, and custodian responsible for its records. Customer is responsible for determining which records it must create, maintain, preserve, review, disclose, or submit to an agency or other person, and for maintaining records outside Cuspo where applicable law or Customer's own procedures require another authoritative repository.

3.3 No Clinical or Professional Function. Unless Cuspo and Customer later sign a written amendment expressly covering a new function, the Services are not designed or licensed for diagnosis, treatment planning, prescribing, clinical decision support, patient triage, emergency response, claims adjudication, or the exercise of medical, dental, legal, or other professional judgment.

3.4 No Emergency Service. Customer will not use Cuspo as an emergency communication channel or as the sole means of communicating information requiring immediate clinical, safety, or legal attention.

3.5 Compliance Content and Generated Documents. Cuspo may provide reminders, requirement summaries, citations, templates, and generated practice documents. Those materials are general compliance tools, not legal advice or a representation that a particular requirement applies to Customer. Customer is responsible for supplying accurate facts, reviewing generated materials, determining their applicability, obtaining professional advice where appropriate, and completing any action that law requires the practice or employer to perform.

3.6 No Compliance Guarantee. Cuspo does not warrant that use of the Services, completion of a checklist, generation of a document, or appearance of a readiness indicator makes Customer compliant with any law, regulation, board rule, accreditation standard, or inspection requirement, or guarantees an inspection or audit outcome.

4. CUSTOMER RESPONSIBILITIES

4.1 Account Administration. Customer will maintain accurate practice and owner-email information, protect the shared sign-in credential and one-time authentication codes, limit use of the account to authorized Customer Personnel, and promptly notify Cuspo of suspected unauthorized account access.

4.2 Workforce and Device Security. Customer will use reasonable measures to prevent access by unauthorized persons and is responsible for the security of devices, browsers, networks, email accounts, and identity systems it controls. Customer is responsible for configuring devices and browsers consistently with its own privacy and security policies, including screen locking, notification settings, and controls on shared or common-area devices.

4.3 Data Authority and Patient-Data Prohibition. Customer represents that it has the rights, permissions, and legal authority necessary to provide Customer Data to Cuspo and to instruct Cuspo to process it through the Services. Customer will not intentionally enter, upload, photograph, email to Cuspo, or otherwise submit Prohibited Patient Data through the Services or support channels. Customer will instruct Customer Personnel accordingly.

4.4 Incidental Patient Data. Structured application fields are not designed to accept patient-identifiable information, but uploaded files, attachments, mobile-capture images, and ordinary support email are not content-inspected for patient information. If Customer discovers that Prohibited Patient Data has been submitted, Customer must notify Cuspo promptly and identify the affected item sufficiently for removal. On Customer's report, Cuspo will remove the identified item from active storage and void associated application metadata within five business days, subject to legal preservation requirements, and will confirm completion to Customer. Cuspo may also remove Prohibited Patient Data that it independently discovers and may notify Customer of the removal.

4.5 Customer Notices, Policies, and Authorizations. Customer is responsible for workforce notices, consents, authorizations, confidentiality policies, employment policies, and other legal or professional prerequisites applicable to Customer's collection, use, retention, and disclosure of Customer Data, except for obligations that applicable law places directly on Cuspo.

4.6 Accuracy and Review. Customer is responsible for the accuracy and completeness of data supplied by Customer or Customer Personnel and for reviewing Service outputs before relying on them for a material operational, legal, employment, safety, or recordkeeping action.

4.7 Prohibited Conduct. Customer and Customer Personnel will not: (a) access the Services for an unlawful purpose; (b) attempt to gain unauthorized access to another customer, account, system, or network; (c) interfere with or disrupt the Services; (d) introduce malicious code; (e) reverse engineer or attempt to derive source code except to the limited extent a restriction is prohibited by law; (f) scrape, resell, sublicense, or provide the Services as a service bureau; (g) use the Services to develop a competing product through systematic copying of protected features or content; (h) provide the shared practice credential or task-scoped access token to a person who is not authorized for the relevant task; or (i) use the Services in a manner prohibited by Documentation or an applicable third-party service restriction disclosed by Cuspo.

4.8 Mobile Capture Links. Customer may use short-lived, task-scoped links or QR codes that Cuspo makes available for a specific mobile capture or logging task. Each link is a credential for the task and practice to which it is scoped. Customer is responsible for controlling distribution of the link and must not forward, post, or expose it to a person who is not authorized to perform that task.

5. DATA, PRIVACY, AND PROCESSING

5.1 Customer Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data. No ownership of Customer Data transfers to Cuspo.

5.2 Processing Rights and DPA. Customer instructs Cuspo and its authorized service providers to host, copy, transmit, display, secure, support, and otherwise process Customer Data only as reasonably necessary to provide the Services, comply with Customer's documented instructions and applicable law, protect the Services, and enforce these Terms. The DPA further governs Cuspo's processing of Customer Data on Customer's behalf.

5.3 No Supported PHI Service at Launch. The Services covered by these Terms are not offered as a service for Customer to submit or store PHI or other Prohibited Patient Data. Customer must not intentionally submit such information. If Cuspo later offers a function that intentionally creates, receives, maintains, or transmits PHI on Customer's behalf, the parties will address that function in a separate written agreement and execute any Business Associate Agreement required by law before the PHI-bearing function is enabled.

5.4 Service Providers and Subprocessors. Cuspo may use hosting, database, authentication, storage, application-hosting, analytics, payment, email, rate-limiting, support, security, and other service providers to operate the Services. Cuspo remains responsible for its obligations under these Terms and the DPA when it uses a subprocessor to process Customer Data on Cuspo's behalf. Current subprocessors and their roles are identified in the DPA or Cuspo's then-current subprocessor documentation.

5.5 Service Data. Cuspo may use Service Data for security, reliability, analytics, capacity planning, support, and product improvement. Cuspo will not use Customer Data for third-party advertising or sell Customer Data.

5.6 Security. Cuspo will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services and Customer Data it processes, including tenant isolation and access controls described in the DPA. No internet-based service can be guaranteed to be completely secure, and this Section does not create a warranty of absolute security.

5.7 Privacy Policy. Cuspo's Privacy Policy describes Cuspo's handling of personal information in connection with the Services. If the DPA conflicts with these Terms concerning Cuspo's processing of Customer Data on Customer's behalf, the DPA controls for that processing.

6. CONFIDENTIAL EMPLOYEE RECORDS

6.1 Employer Records. Some features may store Customer's employee records, including workplace-safety, vaccination or declination, exposure-follow-up, training, and related records. Customer remains the employer and records custodian responsible for determining what records it may lawfully collect, who may access them, how long they must be retained, and when they may be disclosed.

6.2 Confidentiality and Access. Customer will limit access to confidential employee records to persons authorized under Customer's policies and applicable law and will use the access controls Cuspo makes available for the applicable feature. Cuspo will process those records only to provide, secure, support, and maintain the Services, as otherwise instructed by Customer, or as required by law.

6.3 No Employer-Law Assumption. Cuspo does not assume Customer's duties as an employer under OSHA, state workplace-safety law, disability law, employment law, medical-record confidentiality law, or professional regulation. Cuspo's storage and access-control features do not by themselves determine that Customer has satisfied those duties.

6.4 Confidential Drawer. If Customer uses a Service feature designated for confidential employee medical records, Customer remains the employer and records custodian responsible for determining what records may be stored, who may access them, how long they must be retained, and when they may be disclosed. Customer will restrict the drawer PIN and any confidential-record export to personnel authorized under Customer's policies and applicable law. Customer must not place patient or source-individual information, including source-individual test results, in the Services. Cuspo's access-control and audit features support Customer's recordkeeping but do not replace Customer's legal duties.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. Cuspo's non-public technology, security information, product plans, and pricing are Cuspo's Confidential Information.

7.2 Exclusions. Confidential Information does not include information that Recipient can demonstrate: (a) is or becomes public without breach of these Terms; (b) was lawfully known to Recipient without confidentiality duty before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of Discloser's Confidential Information.

7.3 Protection and Use. Recipient will use Confidential Information only to perform or exercise rights under these Terms and will protect it using at least reasonable care. Recipient may disclose Confidential Information to its personnel, professional advisers, contractors, and service providers who need the information for that purpose and are bound by confidentiality duties appropriate to the information. Cuspo's processing of Customer Data is additionally subject to the DPA.

7.4 Required Disclosure. Recipient may disclose Confidential Information to the extent required by law, subpoena, or valid governmental process. Where legally permitted, Recipient will give Discloser reasonable advance notice and reasonable assistance, at Discloser's expense, if Discloser seeks protective treatment.

7.5 Duration. These confidentiality obligations continue during the term of these Terms and for three years after termination, except that obligations concerning trade secrets continue while the information qualifies as a trade secret and obligations concerning Customer Data and confidential employee records continue for as long as Recipient retains or controls that information or longer if applicable law requires.

8. INTELLECTUAL PROPERTY

8.1 Cuspo Technology. Cuspo and its licensors retain all right, title, and interest in the Services, software, Documentation, user interface, workflows, rules catalog, templates, and other technology or content developed by Cuspo, and all improvements and derivative works of those materials. Except for the subscription right expressly granted in these Terms, no intellectual-property right is transferred to Customer.

8.2 Customer Data. Customer retains ownership of Customer Data, subject only to the processing rights granted in these Terms and the DPA.

8.3 Feedback. If Customer or Customer Personnel voluntarily provides ideas or feedback about the Services, Cuspo may use that feedback without restriction or payment, provided Cuspo does not identify Customer or disclose Customer Confidential Information in doing so.

8.4 Third-Party Components. The Services may contain or interoperate with third-party or open-source components. Applicable third-party license terms control solely to the extent they expressly apply to those components.

9. FEES, BILLING, AND TAXES

9.1 Fees. Customer will pay the fees stated in the applicable Subscription Order. Cuspo's standard self-service subscription is currently $149 per month or $1,499 per year, billed in U.S. dollars. The self-service service has no free trial, usage-based charge, or separate usage tier unless Customer later accepts a Subscription Order that expressly states different commercial terms.

9.2 Billing. If Customer subscribes through recurring electronic billing, Customer authorizes Cuspo and its payment processor to charge the payment method Customer provides according to the billing cadence stated in the Subscription Order. For invoiced amounts that do not specify a due date, payment is due fifteen days after invoice.

9.3 Taxes. Fees exclude sales, use, excise, and similar transaction taxes. Customer is responsible for taxes imposed on Customer's purchase of the Services, excluding taxes based on Cuspo's net income.

9.4 Late Amounts. Overdue undisputed amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate, plus reasonable collection costs. Cuspo will not impose late charges on an amount Customer disputes in good faith while the parties are working reasonably to resolve the dispute.

9.5 Refunds. Except as expressly provided in these Terms or a Subscription Order, subscription fees are non-refundable once the applicable paid subscription period begins. Termination does not entitle Customer to a refund for a period already paid except where these Terms expressly provide a refund remedy.

9.6 Price Changes. Cuspo may change pricing for a renewal period by giving reasonable advance notice before the new price takes effect. A price change does not alter fees already paid for the then-current paid subscription period.

10. TERM, RENEWAL, SUSPENSION, AND TERMINATION

10.1 Agreement Term. These Terms begin on the Effective Date and continue while Customer has an active Subscription Order or while Cuspo retains Customer Data subject to provisions that survive termination.

10.2 Subscription Term and Renewal. Customer selects monthly or annual billing in the Subscription Order. Unless the Subscription Order states otherwise, the subscription automatically renews for successive periods matching that billing cadence until Customer cancels before the next renewal date or Cuspo gives notice of non-renewal. Cancellation takes effect at the end of the then-current paid period.

10.3 Termination for Breach. Either party may terminate the affected Subscription Order or these Terms if the other materially breaches and does not cure the breach within thirty days after written notice. If a breach cannot reasonably be cured, the non-breaching party may terminate upon written notice.

10.4 Nonpayment. If an undisputed subscription charge is not paid when due, Cuspo may disable creation, modification, and other write functions after Cuspo or its payment processor sends notice of the failed or overdue payment to Customer's billing or owner email and Cuspo displays a past-due notice in the Services. The write suspension may take effect when those notices are provided; no additional grace period is required. A billing lapse will not by itself block Customer from reading or exporting Customer Data that Cuspo retains. Cuspo may terminate the paid subscription if nonpayment continues for thirty days after the first such notice, subject to Customer's continuing read and export rights under Section 11.

10.5 Protective Suspension. Cuspo may immediately suspend an account, credential, link, or feature to the extent reasonably necessary to address a credible security threat, suspected unlawful use, material violation of Section 4.7, or use that threatens the Services or another customer. Where practicable, Cuspo will notify Customer and limit the suspension to the affected account, credential, link, feature, or activity. Cuspo will restore access when the basis for suspension has been reasonably resolved. This Section may temporarily limit read or export access only where reasonably necessary for the protective purpose.

10.6 Effect of Termination. Upon expiration or termination, Customer may no longer create new records or use paid write functions, but billing lapse or ordinary cancellation does not by itself eliminate Customer's ability to read or export Customer Data that Cuspo retains. Accrued payment obligations and Sections that by their nature should survive will survive, including data-access and retention provisions, confidentiality, intellectual property, disclaimers, indemnity, liability limitations, and general terms.

11. DATA ACCESS, EXPORT, AND DELETION

11.1 During Subscription. Customer may access and export Customer Data using export functions Cuspo makes available for the applicable feature. On a verified written request for a complete account export or offboarding export, Cuspo will provide the complete export in a reasonably usable format within thirty days.

11.2 Post-Closure Retention and Access. After ordinary cancellation or account closure, Cuspo will retain Customer Data for at least twelve months unless Customer requests earlier deletion and applicable law permits it. During the period Cuspo retains the account data, Customer may request read or export access. Cuspo will retain particular records longer than twelve months where applicable law, a legal hold, dispute preservation, or another binding obligation requires longer retention.

11.3 Deletion. After the twelve-month post-closure period, Cuspo may delete Customer Data that is not subject to a longer legal, contractual, security, or dispute-preservation requirement. Customer may request earlier deletion in verified writing, but Cuspo will not delete a record before an applicable mandatory retention period expires or where preservation is otherwise required by law. Customer Data remaining in protected backups may persist until overwritten through ordinary backup cycles, provided it remains protected and is not restored except for continuity, security, legal, or recovery purposes.

11.4 Append-Only Compliance Records. While records are maintained in the Services, compliance-record corrections are implemented by voiding or superseding the prior entry rather than silently overwriting the historical record. This product behavior does not prevent deletion after an applicable retention period when deletion is permitted under Section 11.3.

12. LIMITED WARRANTIES AND DISCLAIMERS

12.1 Mutual Authority. Each party warrants that it has authority to enter into these Terms.

12.2 Service Warranty. Cuspo warrants that, during a paid Subscription Term, the Services will perform in all material respects in accordance with their then-current Documentation when used as authorized. Customer's exclusive remedy for a proven breach of this warranty is for Cuspo, at its option, to use reasonable efforts to correct the material nonconformity or, if Cuspo cannot do so within a reasonable period, to terminate the materially affected Service and refund prepaid fees allocable to the unused portion of that Service's then-current paid term.

12.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, THE SERVICES, DOCUMENTATION, COMPLIANCE CONTENT, GENERATED DOCUMENTS, AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSPO DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT EXCEPT AS ADDRESSED BY SECTION 13.2, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CUSPO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY DEFECT WILL BE CORRECTED, THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE, THAT A REQUIREMENT SUMMARY OR CITATION IS CURRENT IN EVERY JURISDICTION AT EVERY MOMENT, OR THAT USE OF THE SERVICES WILL MAKE CUSTOMER COMPLIANT WITH LAW OR PRODUCE A PARTICULAR INSPECTION, AUDIT, BUSINESS, OR PROFESSIONAL OUTCOME.

13. INDEMNIFICATION

13.1 Customer Indemnity. Customer will defend Cuspo and its officers, employees, and affiliates against a third-party claim to the extent arising from: (a) Customer Data, including Prohibited Patient Data submitted contrary to these Terms, or Customer's lack of authority to provide Customer Data; (b) Customer's or Customer Personnel's unlawful, unauthorized, or prohibited use of the Services; (c) a clinical, professional, employment, workplace-safety, or recordkeeping decision for which Customer is responsible under Section 3; or (d) Customer's material violation of applicable law in its use of the Services. Customer will pay damages finally awarded against an indemnified party and settlement amounts Customer approves. This Section does not apply to the extent a claim results from Cuspo's breach of these Terms or unlawful conduct.

13.2 Cuspo IP Indemnity. Cuspo will defend Customer against a third-party claim alleging that Customer's authorized use of the unmodified Services directly infringes a United States patent, copyright, or trademark, and will pay damages finally awarded against Customer and settlement amounts Cuspo approves. Cuspo has no obligation for a claim arising from Customer Data, Customer specifications, unauthorized modifications, combination with items not supplied or approved by Cuspo where the combination causes the claim, continued use after Cuspo provides a non-infringing replacement, or use outside these Terms. If an infringement claim appears likely, Cuspo may procure the right to continue use, modify or replace the affected feature with materially comparable functionality, or terminate the affected feature and refund prepaid fees allocable to its unused portion.

13.3 Procedure. The indemnified party will promptly notify the indemnifying party of a claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. Delay in notice relieves the indemnifying party only to the extent materially prejudiced. No settlement may admit fault by, impose non-monetary obligations on, or fail to release an indemnified party without that party's prior written consent, not to be unreasonably withheld.

14. LIMITATION OF LIABILITY

14.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE ARISING OUT OF OR RELATING TO THESE TERMS FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

14.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSPO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ALL SUBSCRIPTION ORDERS, THE SERVICES, AND THE DPA WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CUSPO UNDER THE AFFECTED SUBSCRIPTION ORDER DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM.

14.3 Exceptions. Sections 14.1 and 14.2 do not limit Customer's payment obligations, Customer's obligations under Section 13.1, either party's liability for fraud or willful misconduct, or liability to the extent applicable law does not permit it to be limited. The DPA may impose operational data-protection duties but does not enlarge monetary remedies or liability beyond this Section to the extent such allocation is permitted by law.

15. COMPLIANCE WITH LAW

Each party will comply with laws applicable to its own performance under these Terms. Customer is responsible for laws and professional requirements governing operation of its dental practice, its role as employer and records custodian, and its collection, retention, use, disclosure, and submission of Customer Data. Cuspo is responsible for laws directly applicable to Cuspo as provider of the Services and processor of Customer Data under the DPA.

16. GOVERNING LAW AND FORUM

16.1 Governing Law. These Terms are governed by the laws of the State of South Carolina, without regard to conflict-of-laws rules.

16.2 Forum. The parties consent to exclusive jurisdiction and venue in the state courts located in Spartanburg County, South Carolina, and the federal courts having jurisdiction over Spartanburg County, South Carolina, for any dispute arising from these Terms. Either party may seek temporary or injunctive relief in any court of competent jurisdiction to protect confidential information, data security, or intellectual-property rights.

17. NOTICES

Formal legal notices under these Terms must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail with return receipt, or email to a legal-notice address designated by the receiving party. Notices to Cuspo may be mailed to Cuspo LLC, 270 Montgomery Drive, Spartanburg, South Carolina 29302, with any email copy sent to the legal or support address Cuspo then designates. Notices to Customer may be sent to the owner email or other administrative contact in Customer's account or Subscription Order. A notice is effective upon documented delivery, except email is effective when transmitted without an automated delivery-failure notice.

18. GENERAL TERMS

18.1 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them without consent in connection with a merger, reorganization, sale of substantially all assets, or transfer of the business to which these Terms relate, provided the assignee assumes the assigning party's obligations. Any prohibited assignment is void.

18.2 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, employment, or agency relationship.

18.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding Customer's obligation to pay amounts already due. The affected party will use reasonable efforts to mitigate and resume performance.

18.4 No Third-Party Beneficiaries. Except for indemnified parties under Section 13, these Terms create no right in any third party, including any patient or member of Customer Personnel.

18.5 Waiver and Severability. A waiver must be in writing and applies only to the specific instance stated. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder of these Terms remains effective.

18.6 Entire Agreement; Amendment. These Terms, the applicable Subscription Orders, and the DPA constitute the entire agreement concerning the Services and supersede prior or contemporaneous proposals and discussions on that subject. Cuspo may update policies or Documentation on reasonable notice, but a material amendment to Customer's payment, liability, confidentiality, or data-protection obligations during a current paid term requires Customer's agreement unless the change is required by law or is expressly permitted here.

18.7 Electronic Contracting; Counterparts. Customer may accept these Terms and Subscription Orders electronically. Electronic acceptance, signatures, and counterparts have the same effect as originals.

19. ORDER OF PRECEDENCE

If documents conflict: (a) the DPA controls solely as to Cuspo's processing of Customer Data on Customer's behalf; (b) a Subscription Order controls solely as to the subscription purchased, pricing, billing cadence, subscription term, and any expressly identified negotiated business term; and (c) these Terms control in all other respects. Customer purchase-order terms do not modify these Terms unless Cuspo expressly agrees to them in a signed writing.