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PARTNER TERMS OF SERVICE

These Terms of Service ("TOS") govern the partnership relationship between Asha Health, Inc. ("Asha") and the partner identified in the applicable Statement of Work ("Partner"). These TOS, together with the applicable Statement of Work ("SOW"), constitute the complete agreement ("Agreement") between the Parties.

In the event of any conflict, the order of precedence shall be: (1) Business Associate Agreement (if applicable), (2) SOW, (3) these TOS.

SECTION 1: DEFINITIONS

1.1 Asha Offerings means any services provided by Asha as outlined in the SOW or these TOS, including but not limited to Asha's AI Answering Service, Full AI Receptionist, and Extended AI Suite.

1.2 EHR means electronic health record.

1.3 End Client means any medical practice, healthcare provider, or health system that contracts with Partner for Asha Offerings.

1.4 PMS means practice management system.

1.5 Partner Data means any document or data supplied by Partner to Asha during the Term and all other data and information made available to Asha by Partner in connection with Asha's Offerings and this Agreement, excluding de-identified data.

SECTION 2: PARTNERSHIP STRUCTURE

2.1 Service Offerings

Partner shall be authorized to offer the Asha Offerings included in the applicable SOW to End Clients according to the following structure:

• AI Answering Service & Full AI Receptionist: Partner may resell these services and set End Client pricing • Extended AI Suite: Referral-only model where Partner introduces End Clients to Asha for direct contracting

2.2 Fees and Payment Terms

2.2.1 End Client Pricing

For AI Answering Service and Full AI Receptionist, Partner shall disclose End Client pricing to Asha. Partner shall not charge End Clients additional fees for Asha Offerings beyond those disclosed to Asha.

2.2.2 Additional Fees

End Clients may incur costs additional to base Asha Offerings ("Additional Fees"), including but not limited to: • AI Agent voice calls and carrier charges • SMS/text messaging costs • EHR/PMS integration fees charged by third parties • Custom developments and configurations • Third-party licensing or access fees

Additional Fees shall be invoiced to End Client or Partner based on the Client Agreement terms and shall be due within thirty (30) days of invoice date.

2.2.3 Payment Terms

• Invoicing: Asha shall invoice Partner monthly for services provided in the preceding month • Payment Method: Active credit card on file required for automatic payment • Payment Due: Within thirty (30) days of invoice date • Late Fees: 1.5% per month on outstanding balances • Disputes: Must be submitted in writing within fifteen (15) days of invoice, specifying the nature, amount, and line items disputed • Payment Responsibility: Partner is responsible for payment to Asha regardless of End Client payment status

2.2.4 Revenue Share for Extended AI Suite

For Extended AI Suite services, Asha shall pay Partner a revenue share as outlined in the SOW: • Calculation: 12% of net revenue (Customer Revenue minus API and Carrier Costs) • Duration: Up to 24 months from each End Client introduction • Payment: Monthly, based on previous month's revenue • Documentation: Asha shall provide written statement detailing calculation

2.2.5 Taxes

Each Party shall be responsible for its own sales, use, and excise taxes, and any other similar taxes imposed by any federal, state, or governmental authority.

2.3 End Client Communication Requirements

For each End Client engagement, the Parties shall: • Establish a joint communication channel (e.g., email thread, Slack channel, or regular meetings) • Ensure End Client has direct access to both Asha and Partner for support • Maintain transparency regarding the partnership relationship • Facilitate prompt support and issue resolution

SECTION 3: LICENSING AND DISTRIBUTION RIGHTS

3.1 Partner Rights

Asha grants Partner a non-exclusive, revocable, and non-transferable right to resell licenses for AI Answering Service and Full AI Receptionist directly to End Clients pursuant to this Agreement. Partner may refer End Clients to Asha for Extended AI Suite services but may not resell these at a markup.

3.2 Scope

• Partner shall only offer Asha Offerings to End Clients in the medical field • Partner shall only offer Asha Offerings to End Clients located within the continental United States

3.3 Resale Restrictions

Partner shall not: • Resell Extended AI Suite services at a markup • Rebrand or white-label Asha Offerings without written consent • Use Asha Offerings for its own operations without separate agreement • Develop competing products using Asha technology • Reverse engineer, decompile, or access source code • Remove or modify any proprietary notices

3.4 Customer Agreements

Each End Client shall enter into a Customer Agreement with Asha. Partner is responsible for ensuring End Client agreement and shall immediately notify Asha of any breach or unauthorized use.

SECTION 4: OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Reservation of Rights

Asha retains all rights, title, and interest in and to: • Asha Offerings and all improvements or modifications • Software applications and technology developed in connection with services • All associated intellectual property rights

4.2 Feedback

All feedback provided by Partner or End Clients shall become the exclusive property of Asha, with unlimited usage rights and no compensation obligations.

4.3 Data Usage

Asha may use de-identified, aggregated data to: • Improve and enhance Asha Offerings • Train and develop AI models • Create analytics and insights

Partner or End Clients may opt out of model training usage by emailing info@asha.health. Opt-out effective within 30 days and does not affect prior usage.

SECTION 5: BRANDING REQUIREMENTS

5.1 Attribution Requirement

Partner shall prominently display attribution in connection with Asha Offerings: • Required Text: "Powered by Asha Health" or other mutually agreed phrases • Placement: All End Client interfaces, marketing materials, and public communications • Prominence: Clear brand recognition, no less prominent than other third-party branding

5.2 No White Labeling

Partner shall not white-label or private-label Asha Offerings without prior written consent.

5.3 Logo Usage

Any use of Asha's logos and trademarks requires prior written approval.

SECTION 6: EXCLUSIVITY AND NON-SOLICITATION

6.1 AI Voice Agent Exclusivity

During the Agreement term, Partner agrees to exclusively use Asha's AI voice agents for all medical/healthcare End Clients requiring AI-powered inbound and outbound call automation services.

6.2 Non-Solicitation of Customers

For the Agreement term plus twelve (12) months following termination, neither Party shall directly or indirectly solicit or divert the other Party's customers for competitive services. This applies only to customers: • Serviced during the Agreement term • Introduced through this Agreement

Breach entitles non-breaching Party to injunctive relief and damages without posting bond.

SECTION 7: TERM AND TERMINATION

7.1 Term

• Initial Term: One (1) year from Effective Date • Renewal: Automatic annual renewal unless 90 days' written notice

7.2 Termination

• For Convenience: Either Party with 90 days' written notice • For Cause: 30 days' notice with opportunity to cure material breach • Immediate: For insolvency, bankruptcy, or change of control to competitor

7.3 Effect on End Clients

Upon termination, existing End Client contracts remain in force. Asha assumes direct responsibility unless otherwise agreed. Partner shall cooperate in transition.

SECTION 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each Party represents and warrants: • Full authority to enter this Agreement • Performance will not violate other obligations • Compliance with all applicable laws • No false or misleading claims about services

8.2 Service Limitations

• Asha Offerings require human oversight • AI outputs may not always be accurate or complete • Partner responsible for appropriate review procedures • Partner responsible for End Client actions

8.3 Disclaimers

ASHA PROVIDES OFFERINGS "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

8.4 Performance Guarantee

If an AI Agent fails to deliver baseline features after reasonable remediation, affected End Client shall not be charged for that Agent for the applicable period.

SECTION 9: CONFIDENTIALITY

9.1 Confidential Information

Includes: • Business plans and financial information • Technical data and proprietary information • Information marked confidential • Information that reasonably should be considered confidential

Excludes publicly available information or information lawfully obtained elsewhere.

9.2 Obligations

• Use only for Agreement purposes • Protect with reasonable care • Limit disclosure to those with need to know • Notify of compelled disclosure with 7 days' notice • Report unauthorized access within 7 days

9.3 Return/Destruction

Upon termination, return or destroy Confidential Information within 10 days, with executive certification.

9.4 Data Protection

• Execute BAA prior to PHI exchange • Comply with HIPAA requirements • Comply with applicable privacy laws (CCPA, CPRA, etc.)

SECTION 10: INDEMNIFICATION

10.1 Mutual Indemnification

Each Party indemnifies the other against claims arising from: • Breach of Agreement • Negligence or misconduct • Legal violations • IP infringement

10.2 Procedure

• Prompt written notice • Indemnifying Party controls defense • Reasonable cooperation • No settlement without consent if admits liability

SECTION 11: LIMITATION OF LIABILITY

11.1 Liability Cap

Maximum liability limited to fees paid in preceding 12 months.

11.2 Consequential Damages

No liability for indirect, incidental, special, or consequential damages.

11.3 Exclusions from Cap

Cap does not apply to: • Indemnification obligations • Confidentiality breaches • Willful misconduct • IP violations

SECTION 12: GENERAL PROVISIONS

12.1 Independent Contractors

Parties are independent contractors, not partners or joint venturers.

12.2 Assignment

No assignment without consent, except for merger/acquisition.

12.3 Governing Law

Delaware law governs without regard to conflicts.

12.4 Arbitration

JAMS arbitration in Boston, Massachusetts.

12.5 Entire Agreement

SOW and TOS constitute complete agreement.

12.6 Amendment

Requires written agreement signed by both Parties.

12.7 Severability

Invalid provisions severed; remainder continues.

12.8 Force Majeure

No liability for delays beyond reasonable control.

12.9 Notices

Written notices to addresses in SOW via email, certified mail, or courier.

12.10 Survival

Confidentiality, indemnification, and payment obligations survive termination.

Effective Date: As specified in applicable SOW
Questions: partners@asha.health
Address: 420 East 61st Street, New York, NY 10065