Terms of Use for Providers
Last Updated: March 10, 2026
Welcome ! Freed Inc. (“ Freed ,” “ we ,” “ us ,” or “ our ”) invites you to access and use our Freed System (as defined below). Please read these Provider Terms of Use carefully. By clicking “ I Accept ” below, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and you certify that you: (i) are at least 18 years old or older, (ii) are a Provider (as defined below), or a principal, partner, officer, or other authorized representative of an organization fully authorized to bind Provider to contractual obligations, and (iii) have the necessary certifications, registrations, and licenses required by the applicable law and you are in good standing and qualified to provide services as a Provider. If you do not agree to any of these terms, then you are not permitted to use the Freed System.
If you accept or agree to these Terms of Use on behalf of a Provider, you represent and warrant that you have the authority to bind the Provider to these Terms of Use and, in such event, “ you ” and “ your ” will refer and apply to the Provider.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Freed System, or to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Freed System. By continuing to access or use the Freed System after we have posted a modification on the Freed System, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Freed System.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
DEFINITIONS
“ Authorized User ” means an individual who is permitted by the Provider to access the Freed System for purposes of treatment, payment, healthcare operations, or administrative support, and who is bound by confidentiality and security obligations consistent with applicable privacy laws, including HIPAA. Authorized Users must use the Freed System only within the scope of their job duties and in accordance with rolebased access controls.
“** Freed System”** means Freed’s AI-based system designed to manage patient communications, including the Staff UI and the Patient Portal, if applicable.
“ Output ” means the output generated by processing Provider Data through the Freed System and provided to you and your Authorized Users through the Freed System, including any alterations, modifications, and updates made thereto
“ Part 2 Data ” means records of the identity, diagnosis, prognosis, or treatment of any patient which are maintained in connection with the performance of any program or activity relating to substance abuse education prevention, training, treatment, rehabilitation, or research, which is conducted, regulated, or directly or indirectly assisted by any department or agency of the United States pursuant to 42 CFR Part 2.
“ Patient ” means an individual who is the subject of healthcare services provided by a Provider and who exchanges information or communicates regarding those services.
“ Protected Health Information ” or “ PHI ” means as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulation (“ HIPAA ”).
“ Provider ” means any licensed healthcare professional or healthcare organization that delivers medical, clinical, or related care services to patients and uses the Freed System to communicate, coordinate, or manage interactions with patients.
“** Provider Data**” means any information and data submitted to, collected by, or generated by the Freed System on behalf of Provider, including patient communications, call transcripts, SMS messages, scheduling data, and Patient details, and personal information of Authorized Users.
“ Staff UI ” means the platform that can be used by Authorized Users to initiate, receive, triage, track and document patient communications across the Freed System.
“ Usage Data ” means the data that we collect in connection with our monitoring of the performance and use of the Freed System by you and your Authorized Users, including, without limitation, date and time that you access the Freed System, the portions of the Freed System visited, the frequency and number of times such pages are accessed, the number of times the Freed System is used in a given time period and other usage and performance data, including any usage and performance data collected by our third-party services providers on our behalf.
RIGHT TO ACCESS AND USE THE FREED SYSTEM
Subject to the terms and conditions of these Terms of Use, Freed hereby grants Provider during the term of these Terms of Use a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, to authorize your Authorized Users to access and use the Freed System solely for your internal business purposes.
You acknowledge that AI systems may generate Output that is incomplete, incorrect, or not suited to a particular context. You and your Authorized Users responsible for configuring the Freed System and for implementing appropriate human-in-the-loop review for all workflows, including any workflows that may affect patient safety or clinical outcomes. You and your Authorized Users must promptly correct any erroneous information surfaced by the Freed System and promptly report issues to Freed so they can be addressed.
Provider is responsible for configuring the Freed System for its operational workflows, including communication routing, escalation procedures, scheduling settings, and notification rules. Provider shall ensure that its configuration of the Freed System appropriately reflects its operational practices and patient communication policies.
You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Freed System; (ii) modify, adapt, or translate the Freed System, or any portion or component thereof; (iii) make any copies of the Freed System, or any portion or component thereof; (iv) resell, distribute, or sublicense the Freed System, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Freed System; (vi) use the Freed System, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in these Terms of Use; (vii) introduce, post, or upload to the Freed System any virus, worm, “black door,” Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Freed System other than those outputs generated through the intended functionality of the Freed System without the prior, written permission of Freed in each instance; (ix) use the Freed System in connection with service bureau, timeshare, service provider or like activity whereby you operate the Freed System for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Freed System.
If you violate this section, Freed reserves the right in its sole discretion to immediately deny you access to the Freed System, or any portion of thereof, without notice. Freed reserves the right to change the availability of any feature, function, or content relating to the Freed System, at any time, without notice or liability to you.
Freed may provide technical support, documentation, or customer assistance related to the Freed System from time to time. Unless otherwise agreed in a separate written agreement, Freed does not guarantee response times, resolution times, or specific service levels for support services.
ONBOARDING OF AUTHORIZED USERS
Each Authorized User must create an account by providing his/her email address and creating a password (collectively “ Login Credentials ”). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of any Login Credentials. You are fully responsible for all activities, and use or misuse of the Freed System, that is associated with any Authorized User’s Login Credentials. You are also responsible for ensuring that your Authorized Users comply with these Terms of Use. You will promptly inform us of any need to deactivate or change any Login Credentials. We have the right to disable any Freed System account username or password at any time for any reason, including if in our sole discretion we believe that you have failed to comply with these Terms of Use.
Provider is responsible for maintaining appropriate administrative, technical, and physical safeguards on all devices, systems, and networks used to access the Freed System. Provider shall ensure that Authorized Users access the Freed System only through secure environments and shall implement appropriate access controls, authentication procedures, and device security measures. Freed is not responsible for security incidents arising from Provider’s failure to maintain appropriate safeguards on its systems, devices, or credentials.
THIRD-PARTY SERVICES; TELECOMMUNICATIONS AND CARRIERS
The Freed System interoperates with various thirdparty products and services, including, without limitation, telecommunications carriers, SMS/MMS gateways, aggregators, and other messaging or connectivity providers (collectively, “Third** Party Services”**). Certain features of the Freed System, such as voice calling, text messaging, and related communication functionality are dependent on the availability, performance, and configuration of these ThirdParty Services. Freed does not control and is not responsible for the operation, reliability, quality, security, or delivery of communications transmitted through Third‑Party Services. The delivery, timing, and overall performance of calls and messages may be impacted by factors outside of Freed’s control, including carrier network conditions, congestion, device‑level settings, spam‑filtering technologies, regulatory restrictions, recipient preferences, opt‑out mechanisms, and geographic or environmental limitations. Accordingly, Freed does not guarantee the successful transmission, delivery, or receipt of any call, text message, or communication routed through Third‑Party Services. Freed may utilize subcontractors, infrastructure providers, telecommunications carriers, and other service providers in connection with the operation and delivery of the Freed System. Such service providers may have access to Provider Data solely as necessary to provide services to Freed and are required to maintain appropriate confidentiality and security obligations.
PATIENT CONSENT; CALLING, MESSAGING, AND RECORDING LAWS
Provider is solely responsible for obtaining, documenting, and maintaining all legally required consents, authorizations, and permissions necessary to contact patients or other individuals by phone, text message, email, or any other channel through the Freed System. This obligation applies regardless of the underlying communication infrastructure utilized, including the telecommunications carriers, SMS/MMS gateways, aggregators, and related communications providers engaged by Freed to transmit voice calls, text messages, or other communications. Provider is solely responsible for ensuring full compliance with all federal, state, and local laws governing outbound communications, including, without limitation, the Telephone Consumer Protection Act (TCPA), state robocall and telemarketing statutes, carrier requirements, spam‑prevention rules, opt‑in and opt‑out frameworks, and any consent, disclosure, or record‑keeping requirements that apply to telephone, text, or electronic communications. Provider is also responsible for ensuring that any call‑monitoring or call‑recording functionality used through the Freed System complies with applicable one‑party or all‑party consent laws, and Provider must configure the Freed System to display or deliver any notices, alerts, or consent prompts necessary to meet those legal obligations. In addition, Provider is solely responsible for maintaining and honoring all patient communication preferences, including opt‑in/opt‑out status, unsubscribe requests, revocations of consent, do‑not‑call and do‑not‑text lists, carrier‑mandated suppression lists, and any frequency caps or channel‑specific restrictions. Provider must ensure that all such preferences and suppression obligations are promptly reflected and enforced within the Freed System. For clarity, Freed does not and cannot ensure compliance with TCPA, call‑recording laws, state telemarketing rules, or carrier policies, and Freed makes no representation that communications sent through carriers or aggregators will be delivered without filtering, blocking, throttling, or delay. Provider’s sole responsibility is to ensure that all communications it initiates or causes to be sent through the Freed System comply with all applicable legal, regulatory, and carrier requirements. Provider acknowledges that the Freed System is a technology platform and that Freed does not provide legal, regulatory, or compliance advice. Provider remains solely responsible for ensuring that its use of the Freed System complies with all applicable healthcare, privacy, licensing, professional practice, and patient communication laws and regulations. Provider is solely responsible for ensuring that patient communications received through the Freed System are appropriately monitored and addressed by qualified personnel in accordance with Provider’s internal policies and applicable standards of care.
Provider Responsibility for PHI Transmission. ** Provider is solely responsible for ensuring that communications sent through the Freed System comply with all applicable privacy and security laws, including the Health Insurance Portability and Accountability Act (“HIPAA”). Provider shall not transmit Protected Health Information (“PHI”) through messaging channels of the Freed System, including SMS text messaging, email, or other telecommunications services, unless such channels have been configured and designated by Provider as appropriate for the transmission of PHI. Freed shall have no responsibility or liability for any PHI transmitted by Provider through the Freed System in violation of applicable laws or Provider’s own policies.**
TRIALS
If you would like to try our Freed System, we will provide you with access to the Freed System free of charge for a trial period that will be made known to you when you sign up to use the Freed System. Such access is limited to evaluating the Freed System to determine whether to purchase a subscription for the Freed System. During the trial period, you or your Authorized Users may not use the Freed System for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes. We reserve the right in our sole discretion to terminate your and your Authorized Users’ access to the Freed System during the trial period at any time. You may cancel the trial at any time during the trial period by providing written notice to us. Following the trial period, you may decide to purchase a paid subscription to the Freed System by notifying us. Notwithstanding anything to the contrary set forth in these Terms of Use, during any trial period, we will have no warranty, indemnity, support or other obligations; we will have no liability for any harm or damage arising out of or in connection with the Freed System; and your and your Authorized Users use of the Freed System is at your own risk.
USE OF PERSONAL INFORMATION
Your use of the Freed System may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.
OWNERSHIP
The Freed System contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Freed (collectively referred to as the “ Content ”). For the avoidance of doubt, Content shall not include Provider Data. The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under these Terms of Use. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of these Terms of Use, your permission to access and/or use the Content, and the Freed System automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Freed (the “ Freed Trademarks ”) used and displayed on the Freed System are registered and unregistered trademarks or service marks of Freed. Other company, product, and service names located on the Freed System may be trademarks or service marks owned by others (the “ Third-Party Trademarks ,” and, collectively with Freed Trademarks, the “ Trademarks ”). Nothing on the Freed System should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Freed Trademarks inures to our benefit.
Elements of the Freed System are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
INTELLECTUAL PROPERTY AND PROVIDER DATA
Intellectual Property: As between the parties, all right, title, and interest in and to the Freed System, the Aggregate Data, the Usage Data, and the De-Identified Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Freed. As between the parties, you own all right, title, and interest in and to Provider Data and Output, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual rights therein.
License to Provider Data: You hereby grant Freed a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display and distribute Provider Data: (i) during the term of these Terms of Use, in furtherance of Freed’ obligations hereunder; (ii) for Freed’ internal business purposes, including using such data to analyze, update, and improve the Freed System and Freed’s analytics capabilities; and (iii) to train the AI/ML models to improve the Freed System, including but not limited to improving the Freed System accuracy, efficiency and quality of Output, with your consent provided via Freed System settings.
Business Associate Agreement: Freed will process any PHI included in Provider Data in accordance with the Business Associate Agreement attached hereto as Schedule A (“ BAA ”). You will have sole responsibility for the accuracy, quality, and legality of Provider Data. If the terms of these Terms of Use conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to processing of PHI. By providing Provider Data, you agree to be legally bound by the terms and conditions of the BAA, which is made part of these Terms of Use.
De-Identified Data** :** Pursuant to Section 2a of the BAA, we have the right in our sole discretion to use De-identified Data and to disclose such De-identified Data to third parties.
Aggregate Data: Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Provider Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“ Aggregate Data ”) for the purposes of operating, maintaining, managing, and improving our products and services including the Freed System. Aggregate Data does not identify you or any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
Security Incidents : Freed maintains administrative, technical, and physical safeguards designed to protect the security of the Freed System and Provider Data. In the event Freed becomes aware of a security incident involving Provider Data or PHI, Freed will provide notice to Provider in accordance with the applicable Business Associate Agreement. Provider acknowledges that no system can be guaranteed to be completely secure and that Freed does not guarantee absolute security of the Freed System.
FEES
Freed offers and you can purchase a monthly or annual subscription for access to the Freed System (“ Subscription ”) for a fee that is made known to you when you sign-up for the Subscription (the “ Subscription Fee ”). We may add new fees and charges, or amend fees and charges, at any time using our sole discretion. Payment for a Subscription is due immediately upon making a purchase for a subscription. By making a purchase, you are agreeing to pay Freed, through our third-party payment processor (“ Third-Party Payment Processor ”), all applicable fees for the Subscription you purchase. Any information you provide to the Third-Party Payment Processor will be processed by such Third-Party Payment Processor in accordance with its privacy policy and terms of use. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR ACCOUNT, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, YOU MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH YOUR ACCOUNT.
By purchasing a Subscription, you acknowledge that your Subscription has an initial and recurring payment charge at the then-current Subscription rate, you agree that Freed may submit monthly or annual charges, as applicable, in advance to your chosen payment method without your further authorization, until you provide notice to Freed that you wish to cancel your Subscription or to change your payment method. You further accept responsibility for all recurring charges prior to cancellation, including, where applicable, any charges processed by Freed after the expiration date of you payment card.
You may change or terminate your Subscription by visiting their account billing page or emailing us at [email protected]. If your terminate your Subscription, you may use your Subscription until the end of the then-current billing cycle, and the Subscription will not be renewed after that period expires. Freed does not refund any pre-paid portion of the Subscription fee. Freed may immediately terminate or suspend your Subscription for any reason or no reason in accordance with these Terms of Use, including for failure to pay the applicable fees when due. If we terminate or suspend your Subscription, your right to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).
ACCEPTABLE USE GUIDELINES
By accessing and/or using the Freed System, you hereby agree to comply with the following guidelines:
You will not use the Freed System for any unlawful purpose;
You will not access or use the Freed System to collect any market research for a competing businesses;
You will not upload, post, e-mail, transmit, or otherwise make available any content that:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
constitutes promotion or advertising of any third-party website, product or service; or
is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Freed System;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Freed System;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Freed System;
You will not create multiple accounts on the Freed System to get a free trial of the Freed System and/or avoid paying applicable fees;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Freed System, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not interfere with or attempt to interrupt the proper operation of the Freed System through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Freed System through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Freed System, or any portion thereof, without notice.
FEEDBACK
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Freed System and our services (“ Feedback ”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
NO WARRANTIES; LIMITATION OF LIABILITY
ALTHOUGH THE FREED SYSTEM OR OUTPUT CAN BE USED AS AN AID BY YOU AND YOUR AUTHORIZED USERS TO MAKE INFORMED BUSINESS DECISIONS, THE FREED SYSTEM OR OUTPUT IS NOT MEANT TO SUBSTITUTE LEGAL OR BUSINESS ADVICE OR YOUR OR ANY OF YOUR AUTHORIZED USER’S EXERCISE OF THEIR OWN BUSINESS JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY’S SOLE DISCRETION AND ELECTION. THE FREED SYSTEM MAY EXPERIENCE DOWNTIME, INTERRUPTIONS, DELAYSM OR ERRORS DUE TO MAINTENANCE, UPDATES, THIRD-PARTY SERVICES, INTERNET CONNECTIVITY ISSUES, OR OTHER FACTORS OUTSIDE OF FREED’S CONTROL. FREED DOES NOT GUARANTEE THAT THE FREED SYSTEM WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PROVIDER IS RESPONSIBLE FOR MAINTAINING APPROPRIATE INTERNAL PROCEDURES TO ENDURE CONTINUITY OF PATIENT COMMUNICATIONS AND OPERATIONS IN THE EVENT THE FREED SYSTEM BECOMES UNAVAILABLE. YOU ACKNOWLEDGE AND AGREE THAT THE FREED SYSTEM HAS NOT BEEN DESIGNED TO PROCESS PART 2 DATA, AND YOU AND YOUR AUTHORIZED USERS AGREE NOT TO USE THE FREED SYSTEM TO PROCESS ANY PART 2 DATA. FREED WILL NOT HAVE, AND FREED SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR OR YOUR AUTHORIZED USER’S USE OF THE FREED SYSTEM TO PROCESS PART 2 DATA.
THE FREED SYSTEM, OUTPUT, THE CONTENT AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER FREED NOR FREED’S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND FREED HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT FREED AND FREED’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
THE FREED SYSTEM, THE CONTENT, AND THE OUTPUT ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS OR TREATMENT DECISIONS YOU MAKE BASED UPON ANY OUTPUT PROVIDED AND/OR MADE AVAILABLE THROUGH THE FREED SYSTEM. THE FREED SYSTEM, THE CONTENT AND THE OUTPUT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. FREED DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE FREED SYSTEM, OR ANY COMPONENT THEREOF OR ANY OUTPUT PRODUCED BY THE FREED SYSTEM. FREED WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE FREED SYSTEM, AND/OR THE OUTPUT. FREED IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE OUTPUT PRODUCED AND/OR MADE AVAILABLE THROUGH THE FREED SYSTEM. YOU AND EACH OF YOUR AUTHORIZED USER AGREES THAT ITS USE OF THE FREED SYSTEM, THE OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT THEIR OWN RISK. ALL CLINICAL DECISION-MAKING AND MEDICAL ADVICE REMAIN YOUR OR YOUR AUTHORIZED USER’S SOLE RESPONSIBILITY. YOU AND YOUR AUTHORIZED USERS MUST ENSURE APPROPRIATE HUMAN REVIEW AND OVERSIGHT FOR ALL PATIENT INTERACTIONS WHERE CLINICAL JUDGMENT MAY BE IMPLICATED. THE FREED SYSTEM IS NOT FOR EMERGENCIES. PATIENTS SHOULD BE INSTRUCTED TO CALL 911 OR THE LOCAL EQUIVALENT IN AN EMERGENCY. YOU AND YOUR AUTHORIZED USERS REMAIN RESPONSIBLE FOR ALL INFORMATION THE FREED SYSTEM CONVEYS TO PATIENTS, INCLUDING ENSURING ACCURACY OF CLINIC-SPECIFIC CONTENT, HOURS, APPOINTMENT TYPES, AND POLICIES.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS OR CURRENCY OF THE FREED SYSTEM; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE FREED SYSTEM OR THE OUTPUT OF THE FREED SYSTEM. ANY DECISION, ACT OR OMISSION OF YOURS THAT IS BASED ON THE FREED SYSTEM OR OUTPUT OF THE FREED SYSTEM IS AT YOUR OWN AND SOLE RISK. THE FREED SYSTEM AND THE OUTPUT IS PROVIDED AS A CONVENIENCE ONLY AND DOES NOT REPLACE THE NEED TO REVIEW THE OUTPUT ACCURACY, COMPLETENESS AND CORRECTNESS.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE FREED SYSTEM, THE CONTENT, THE OUTPUT, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU AND YOUR AUTHORIZED USERS MAY SUFFER AS A RESULT OF YOUR USE OF THE FREED SYSTEM, THE CONTENT, THE OUTPUT, OR ANY RELATED SERVICES SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO USE IN THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
EXTERNAL SITES
The Freed System may contain links to third-party websites (“ External Sites ”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (i) you have all rights and permissions necessary to provide us with or grant us access to and use of Provider Data, (ii) obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to Provider Data provided hereunder, including but not limited to, consents from patients, their parents and/or legal guardians, including written consents to record patient visit sessions and authorization for the use, exchange and disclosure of any applicable PHI (collectively, “ Consents ”); (iii) you will maintain records of such Consents for the time period required by applicable laws and regulations; and (iv) you and your Authorized Users shall not provide, submit or otherwise process any Part 2 Data through the Freed System. Upon our request, you shall provide copies of such Consents to us.
INDEMNIFICATION
You will indemnify, defend, and hold Freed, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “ Freed Indemnitees ”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “ Losses ”) incurred by any Freed Indemnitee in connection with a third-party claim, action, or proceeding (each, a “ Claim ”) arising from your or your Authorized User’s (i) breach of these Terms of Use, including but not limited to, any breach of your representations and warranties; (ii) misuse of the Freed System, the Output, and/or the Content; (iii) negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iv) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
COMPLIANCE WITH APPLICABLE LAWS
The Freed System is based in the United States. We make no claims concerning whether the Freed System may be viewed or be appropriate for use outside of the United States. If you access the Freed System from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
TERM; TERMINATION
Your right to access and use the Freed System will commence upon your acceptance of these Terms of Use and will continue for the duration of the subscription plan that you selected at registration (the “ Term ”). Thereafter, the Term will automatically renew for consecutive terms equivalent to the duration of your subscription plan, unless either of us notifies the other at least thirty (30) days prior to the expiration of the then-current renewal term of its intention to not renew.
We reserve the right to change, suspend, discontinue or terminate your access and use of all or any part of the Freed System at any time without prior notice or liability. Sections 5, 6, 7, and 8 through 22 shall survive the termination of these Terms of Use.
Within thirty (30) days of the termination of these Terms of Use, upon your written request, we will reasonably assist you with an export of Provider Data that is in our possession or control in a format mutually agreeable to the parties. After this thirty (30) day period, we shall have no further obligation to you with respect to the storage of Provider Data and we shall permanently delete Provider Data, except for any of Provider Data that may be in our backup systems which shall be deleted in accordance with our data retention policies.
BINDING ARBITRATION
In the event of a dispute arising under or relating to these Terms of Use, the Freed System (each, a “ Dispute ”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then-current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website: www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without waiving any other remedies under these Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by us.
CONTROLLING LAW; EXCLUSIVE FORUM
These Terms of Use and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Except for disputes that are subject to binding arbitration pursuant to Section 19, the Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of California for all suits, actions, or proceedings directly or indirectly arising out of or relating to these Terms of Use, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to these Terms of Use.
MISCELLANEOUS
You may not assign any of your rights, duties, or obligations under these Terms of Use to any person or entity, in whole or in part, without written consent from Freed. Our failure to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed to by us and you in writing, these Terms of Use constitute the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2026 Freed, Inc. All rights reserved.
SCHEDULE A BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BAA”) is by and between Freed, Inc. (“Business Associate”), and you or the entity you represent (“Covered Entity”), and is effective as of the Effective Date.
WHEREAS , the parties have entered into the Terms of Use pursuant to which the Business Associate will provide certain services to, for, or on behalf of Covered Entity involving the use or disclosure of Protected Health Information (“PHI”), and pursuant to such Terms of Use, Business Associate may be considered a “business associate” of Covered Entity; and
WHEREAS , Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Terms of Use in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”) and the Standards for Privacy of Individually Identifiable Health Information promulgated thereunder by the U.S. Department of Health and Human Services at 45 CFR § 160 and § 164 (the “HIPAA Rules”), and the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), in each case as amended from time to time; and
WHEREAS , the purpose of this BAA is to satisfy certain standards and requirements of the HIPAA Rules and the HITECH Act, as the same may be amended from time to time.
NOW, THEREFORE , in consideration of the mutual promises below and the exchange of information pursuant to this BAA, the parties agree as follows:
1. Definitions
Terms used but not otherwise defined in this BAA shall have the same meaning as set forth in 45 CFR Parts 160, 162 and 164, or the HITECH Act.
2. Obligations of Business Associate
a. Permitted Uses and Disclosures. Business Associate agrees to only Use or Disclose PHI as necessary in order to perform the services set forth in the Terms of Use, as permitted under this BAA, or as Required by Law. Business Associate shall have the right to de-identify any and all PHI, provided that Business Associate implements a de-identification process that conforms to the requirements of 45 C.F.R. 164.514(a)-(c) (“De-identified Data”). Business Associate may Use or Disclose such De-identified Data to third parties at its discretion, as such De-identified Data does not constitute PHI and is not subject to the terms of this BAA.
b. Nondisclosure. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this BAA.
c. Safeguards. Business Associate shall use appropriate safeguards to prevent Use or Disclosure of PHI other than as provided for by this BAA. Business Associate shall maintain a comprehensive written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Business Associate’s operations and the nature and scope of its activities.
d. Reporting of Disclosures; Mitigation. Business Associate shall report to Covered Entity any use or disclosure of PHI not provided for by this BAA of which Business Associate becomes aware. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this BAA.
e. Business Associate’s Agents. Business Associate shall ensure that any subcontractors, to whom it provides PHI received from (or created or received by Business Associate on behalf of) Covered Entity agree to the same restrictions and conditions that apply to Business Associate with respect to such PHI.
f. Availability of Information to Covered Entity. Business Associate shall make available to Covered Entity (or, as directed by Covered Entity, to an Individual) such information as Covered Entity may request, and in the time and manner designated by Covered Entity, to fulfill Covered Entity’s obligations (if any) to provide access to, provide a copy of, and account for disclosures with respect to PHI pursuant to HIPAA and the HIPAA Rules, including, but not limited to, 45 CFR §§ 164.524 and 164.528.
g. Amendment of PHI. Business Associate shall make any amendments to PHI in a Designated Record Set that the Covered Entity directs or agrees to at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity, to fulfill Covered Entity’s obligations (if any) to amend PHI pursuant to HIPAA and the HIPAA Rules, including, but not limited to, 45 CFR § 164.526, and Business Associate shall, as directed by Covered Entity, incorporate any amendments to PHI into copies of such PHI maintained by Business Associate.
h. Internal Practices. Business Associate shall make its internal practices, books and records relating to the use and disclosure of PHI received from Covered Entity (or created or received by Business Associate on behalf of Covered Entity) available to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with HIPAA and the HIPAA Rules.
i. Documentation of Disclosures for Accounting. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.
j. Access to Documentation for Accounting. Business Associate agrees to provide to Covered Entity or an Individual, in a time and manner designated by Covered Entity, information documented in accordance with Section 2(i) of this BAA in a time and manner as to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.
k. Notification of Breach. During the Term of this BAA, Business Associate shall notify Covered Entity within ten (10) days of Discovery of any Breach of Unsecured PHI. Business Associate further agrees, consistent with Section 13402 of the HITECH Act, to provide Covered Entity with information necessary for Covered Entity to meet the requirements of said section, and in a manner and format to be specified by Covered Entity.
l. Minimum Necessary. When using, disclosing, or requesting PHI from the Covered Entity, or in accordance with any provision of this BAA, Business Associate shall limit PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request.
3. Obligations of Covered Entity
a. Covered Entity shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to the BAA and this BAA, in accordance with the standards and requirements of HIPAA and the HIPAA Rules, until such PHI is received by Business Associate.
b. Upon request, Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to such notice.
c. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose PHI, if such changes affect Business Associate’s permitted or required uses or disclosures.
d. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522, if such restriction affects Business Associate’s permitted or required uses or disclosures.
4. Term and Termination
a. Term. The Term of this BAA shall become effective as of the Effective Date and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions of this Section. The provisions of this BAA shall survive termination of the BAA to the extent necessary for compliance with HIPAA and the HIPAA Rules.
b. Material Breach. A material breach by either party of any provision of this BAA shall constitute a material breach of the BAA, if such breach is not cured by the breaching party within thirty (30) days of receipt of notice describing the material breach.
c. Reasonable Steps to Cure Breach. If either party learns of an activity or practice of the other party that constitutes a material breach or violation of the other party’s obligations under the provisions of this BAA, then the non-breaching party shall notify the breaching party of the breach and the breaching party shall take reasonable steps to cure such breach or violation, as applicable, within a period of time which shall in no event exceed thirty (30) days. If the breaching party’s efforts to cure such breach or violation are unsuccessful, the non-breaching party shall either terminate the BAA, if feasible, or if termination of the BAA is not feasible and the breaching party has violated the HIPAA Rules, the non-breaching party may report the breaching party’s breach or violation to the Secretary.
d. Judicial or Administrative Proceedings. Either party may terminate the BAA, effective immediately, if the other party is named as a defendant in a criminal proceeding for an alleged violation of HIPAA, or a finding or stipulation that the other party has violated any standard or requirement of HIPAA or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined.
e. Effect of Termination.
Subject to Section 18 of the Terms of Use, except as provided in paragraph (e)(2) of this Section or if required by law or regulation to be maintained by Business Associate, upon termination of the BAA for any reason, Business Associate shall return at Covered Entity’s expense, or destroy all PHI received from Covered Entity (or created or received by Business Associate on behalf of Covered Entity) that Business Associate still maintains in any form, and shall retain no copies of such PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.
In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. The obligations of Business Associate under this Section shall survive the termination of the BAA.
5. Amendment to Comply with Law
The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of the BAA may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA Rules, the HITECH Act, and other applicable laws relating to the security or confidentiality of PHI. Upon the request of either party, the parties shall promptly enter into negotiations concerning the terms of an amendment to the BAA embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Rules, the HITECH Act, or other applicable laws relating to security and privacy of PHI. Either party may terminate the BAA upon thirty (30) days’ written notice in the event the other party does not promptly enter into negotiations to amend the BAA when requested pursuant to this Section, or does not enter into an amendment to the BAA providing assurances regarding the safeguarding of PHI that satisfy the standards and requirements of HIPAA, the HIPAA Rules, the HITECH Act, or any other applicable laws relating to security and privacy of PHI.
6. No Third Party Beneficiaries
Nothing in this BAA is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors and assigns, any rights, remedies, obligations or liabilities whatsoever and no other person or entity shall be a third-party beneficiary of this BAA.
7. Effect on BAA
Except as specifically required to implement the purposes of this BAA, or to the extent inconsistent with this BAA, all other terms of the BAA shall remain in full force and effect.
8. Interpretation
This BAA shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Rules and any other applicable law relating to security and privacy of PHI. Any ambiguity in this BAA shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules.
9. Regulatory References
A reference in this BAA to a section in the HIPAA Rules or the HITECH Act means the section as in effect or as amended, and for which compliance is required.