Pilot Partner Agreement

This Pilot Partner Agreement (this “Agreement”) is entered into by and between TrueTime Health, Inc., a Delaware corporation with its principal place of business in Grand Prairie, Texas (“TrueTime”), and the home health or hospice agency that accepts this Agreement through the TrueTime Health platform (“Pilot Partner”), effective on the date of that acceptance (the “Effective Date”). TrueTime and Pilot Partner are each a “Party” and together the “Parties.”

TrueTime operates a HIPAA-compliant software platform powered by TrueTime Wisdom, TrueTime’s artificial intelligence engine (“Wisdom”), in which every Wisdom output is checked by a second, independent Wisdom reviewer, supporting home health and hospice agencies across eligibility, compliance, clinical quality assurance, survey readiness, and revenue protection, together with expert-delivered services for ADR response, TPE defense, and survey response (together, the “Service”). Pilot Partner wishes to participate in a structured pilot evaluation of the Service, and TrueTime wishes to make the Service available to Pilot Partner on the terms below.

1. Pilot Program and Scope

1.1. TrueTime grants Pilot Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the Term solely for Pilot Partner’s internal evaluation and operational use in connection with its home health and/or hospice operations.

1.2. The specific scope of Service modules, deliverables, and any usage parameters will be described in a separate onboarding summary or order form provided by TrueTime. If no separate document is provided, the scope is the Service as made available by TrueTime to Pilot Partner during the Term.

1.3. Pilot Partner acknowledges that the Service is provided as part of an active pilot program, is under continuous improvement, and may contain errors, omissions, or incomplete features.

1.4. Quality Audits. TrueTime personnel may review a random sample of charts processed through the Service to monitor and improve the quality of the Service. These reviews are performed in accordance with the Business Associate Agreement, limited to the minimum necessary protected health information, and carried out by personnel bound by confidentiality obligations. Quality audits are for TrueTime’s oversight of the Service only; they are not a clinical review of Pilot Partner’s documentation and do not change Pilot Partner’s responsibilities under Section 7.2.

2. Term and Termination

2.1. This Agreement begins on the Effective Date and continues for twenty-one (21) days (the “Term”), unless extended or terminated earlier as provided below. TrueTime may extend the Term, one or more times, to a date no later than ninety (90) days after the Effective Date, by notice to Pilot Partner through the Service or by email; no further signature is required. Any extension beyond that date requires the agreement of both Parties, which may be given electronically.

2.2. Pilot Partner may terminate this Agreement at any time, with or without cause, effective immediately upon notice to TrueTime. TrueTime may terminate this Agreement at any time, with or without cause, upon ten (10) days’ notice to Pilot Partner.

2.3. Upon expiration or termination, Pilot Partner’s right to access the Service ends, and each Party will, upon request, return or destroy the other Party’s Confidential Information, subject to the data handling terms of the Business Associate Agreement and applicable law.

3. Fees

3.1. The Service is provided to Pilot Partner at no charge during the Term, unless a separate order form agreed by both Parties specifies a pilot fee or discounted rate.

3.2. No-charge access during the pilot does not create any obligation for TrueTime to provide the Service free of charge after the Term. Continued use of the Service following the Term will be subject to TrueTime’s then-current commercial terms and pricing.

4. Intellectual Property

4.1. As between the Parties, TrueTime owns and retains all right, title, and interest in and to the Service, including all software, models, workflows, scoring methodologies, documentation, and all improvements, modifications, and derivative works, together with all related intellectual property rights.

4.2. Pilot Partner retains all right, title, and interest in and to its own data, records, and source materials that it provides to TrueTime (“Pilot Partner Data”). Pilot Partner grants TrueTime a non-exclusive right to use, process, and store Pilot Partner Data solely to provide and improve the Service, subject to the Business Associate Agreement with respect to protected health information.

4.3. No license or right is granted to Pilot Partner except as expressly stated in this Agreement. Pilot Partner will not copy, modify, reverse engineer, resell, or create derivative works of the Service.

5. Feedback

5.1. Pilot Partner may provide suggestions, comments, ideas, or other feedback regarding the Service (“Feedback”). Pilot Partner grants TrueTime a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license to use, incorporate, and otherwise exploit all Feedback for any purpose, without restriction or obligation of any kind.

6. Confidentiality

6.1. Each Party (the “Receiving Party”) may receive confidential or proprietary information of the other Party (the “Disclosing Party”), including business, technical, clinical, and pricing information (“Confidential Information”). The Service, and all non-public features and performance information about it, are TrueTime’s Confidential Information.

6.2. The Receiving Party will use the Disclosing Party’s Confidential Information only to perform under this Agreement, will protect it using at least reasonable care, and will not disclose it to third parties except to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as these.

6.3. These obligations do not apply to information that is publicly available through no fault of the Receiving Party, was rightfully known without restriction before disclosure, or is independently developed without use of the Confidential Information. This Section does not limit or replace the obligations of the Business Associate Agreement with respect to protected health information.

7. Disclaimer of Warranties

7.1. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, TRUETIME DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2. The Service is a technology platform whose Wisdom outputs are checked by a second, independent Wisdom reviewer, supplemented by expert-delivered services for ADR response, TPE defense, and survey response. Neither the software nor the expert-delivered services constitute legal, clinical, billing, or compliance advice, and they do not replace the independent professional judgment of Pilot Partner’s licensed clinicians and qualified personnel. Pilot Partner is solely responsible for all decisions made and actions taken based on its use of the Service, including all clinical documentation, billing, and regulatory submissions.

8. Limitation of Liability

8.1. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). The limitations in this Section do not apply to a Party’s breach of its confidentiality obligations, a Party’s obligations under the Business Associate Agreement, or either Party’s indemnification obligations, if any.

9. General

9.1. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship.

9.2. Business Associate Agreement. The Business Associate Agreement between the Parties, as accepted by Pilot Partner through the Service (or otherwise executed by the Parties), is incorporated by reference and governs the handling of protected health information. In the event of a conflict regarding protected health information, the Business Associate Agreement controls.

9.3. Publicity. Neither Party will use the other’s name or logo in marketing materials without prior written consent, except as Pilot Partner permits under Section 9.4, and except that either Party may reference the existence of the pilot relationship in good faith.

9.4. References and Case Study (Optional). If Pilot Partner opts in when accepting this Agreement, or later in writing (including by email), Pilot Partner agrees that TrueTime may (a) identify Pilot Partner by name and logo as a customer; (b) publish a case study describing Pilot Partner’s use of the Service and its results, after Pilot Partner has reviewed and approved the text, which approval will not be unreasonably withheld; and (c) request up to one reference call per month with prospective customers during the Term and for three (3) months after it. Pilot Partner may withdraw this permission at any time by notice, effective going forward. No case study or reference will include protected health information. Declining or withdrawing does not affect Pilot Partner’s participation in the pilot.

9.5. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

9.6. Entire Agreement. This Agreement, together with the Business Associate Agreement and any order form agreed by both Parties, constitutes the entire agreement between the Parties regarding the pilot program and supersedes all prior discussions. Any amendment must be agreed by both Parties in writing, which may be done electronically, except that TrueTime may extend the Term as provided in Section 2.1.

9.7. Electronic Acceptance. Pilot Partner may accept this Agreement electronically through the Service. Electronic acceptance has the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act and applicable state law adopting the Uniform Electronic Transactions Act. The individual accepting on behalf of Pilot Partner represents that they are authorized to bind Pilot Partner to this Agreement. TrueTime keeps a record of each acceptance, including the date and time, the agreement version, and the accepting individual’s name, title, and account, and will provide a copy on request.

9.8. Notices. Notices under this Agreement may be given by email to the address associated with the receiving Party’s account (for TrueTime, privacy@truetime.health) or through the Service, and are effective when sent.

Acceptance

This Agreement is accepted by Pilot Partner electronically through the TrueTime Health platform as of the Effective Date, and is agreed by TrueTime Health, Inc., by Sumit Arora, PT, Founder and Chief Executive Officer.

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