Terms of Use – Deal Health-AI® by Prescriptas, Inc.

Effective Date: October, 2026

Deal Health-AI™ is a software-as-a-service platform (the “Service”) owned and operated by Prescriptas, Inc., a New Hampshire corporation (“Prescriptas,” “we,” “our,” or “us”). These Terms of Use (the “Terms”) constitute a legally binding agreement between Prescriptas and the individual or entity that creates an account or otherwise uses the Service (“Customer,” “you,” or “your”). By clicking “I Agree,” creating an account, or using any part of the Service you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Eligibility

You represent that (a) you are at least 18 years of age and have the legal capacity to enter into this agreement; (b) if you are acting on behalf of a company, you have full authority to bind that company; and (c) neither you nor your organization is located in a country that is subject to U.S. Government sanctions.

2. License & Acceptable Use

Prescriptas grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your internal business purposes and strictly in accordance with these Terms. You shall not (i) copy, modify, or create derivative works of the Service; (ii) reverse engineer or otherwise seek to discover source code; (iii) use the Service to develop a competing product; or (iv) use the Service in violation of law or to transmit harmful or infringing content.

2.1 Prohibited Content

Customer shall not upload, transmit, store, or otherwise use the Service to process any content that:

a) violates any applicable law or regulation;

b) infringes or misappropriates the intellectual property or privacy rights of any third party;

c) contains malicious code, viruses, malware, or other harmful software;

d) includes personal data, confidential information, or other sensitive information that Customer does not have the lawful right to process or disclose;

e) is defamatory, fraudulent, abusive, or otherwise unlawful.

Customer is solely responsible for all content and data submitted to the Service.

2.2 AI Instructions and Use

Customer is responsible for all prompts, instructions, requests, and other directions submitted to or provided through the Service, including instructions provided through conversational interactions with AI-powered features.

Customer shall not instruct or use the Service to generate, analyze, process, or facilitate content or activities that violate applicable law, infringe third-party rights, or that Customer would otherwise be prohibited from submitting or undertaking under these Terms.

Customer is responsible for determining whether its use of AI-generated analyses, recommendations, communications, or other materials is appropriate for its intended business purpose.

3. Account Registration & Security

You must provide accurate, current, and complete information during sign-up and keep such information updated. You are responsible for all activities that occur under your credentials. Notify us immediately of any unauthorized access or security breach.

4. Subscription, Billing, & Taxes

4.1 Plans & Auto-Renewal

Access to the Service requires a paid subscription (“Subscription”). Plans are offered on a monthly or annual basis as selected at checkout and automatically renew for successive terms unless you cancel before the end of the then-current term.

4.2 Fees, Refunds, & Late Payments

Fees are due in advance and are non-refundable except as required by law. Upgrades are charged pro-rata for the remainder of the current term; downgrades take effect at the next renewal. Late or failed payments may result in suspension or termination of access.

4.3 Taxes

Quoted prices exclude all taxes, duties, or similar governmental assessments. You are responsible for all such taxes (other than taxes based on Prescriptas’ net income).

5. Confidentiality

Each party may receive non-public information from the other party that is designated as confidential or would reasonably be understood to be confidential (“Confidential Information”). Each party will use Confidential Information only to perform its obligations under these Terms and will protect it with the same degree of care it uses to protect its own confidential information (but not less than reasonable care).

6. Data Export / Data Portability

During the term of your Subscription, you may export your Customer Data at any time via the export tools in the Service. Upon termination, Prescriptas will retain Customer Data for 30 days to allow final export, after which it may be deleted.

7. Data Backups.

Deleted Customer Data may persist in Prescriptas’ encrypted backup systems for up to ninety (90) days before final removal in accordance with Prescriptas’ data retention policies.

8. Service Changes, SLA and Support

Prescriptas may enhance or modify features of the Service from time to time. Prescriptas will use commercially reasonable efforts to maintain at least 99.5% monthly uptime. Planned maintenance will be scheduled outside peak business hours whenever practicable.

8.1 Service Availability.

Customer acknowledges that Service availability commitments do not include support guarantees.

a) Prescriptas targets 99.5% service availability for the Deal Health-AI production environment, measured monthly, excluding scheduled maintenance windows, force majeure events, and factors outside Prescriptas’ reasonable control.

b) Scheduled maintenance windows will be communicated in advance whenever possible.

c) Prescriptas does not guarantee uninterrupted or error-free service, but will make commercially reasonable efforts to maintain platform availability and reliability.

8.2 Standard Support.

a) Prescriptas provides support via email, in-app support requests during normal business hours (Eastern Time, Monday through Friday, excluding U.S. federal holidays).

b) Support requests may be submitted at any time, and Prescriptas will use commercially reasonable efforts to respond within one business day, though no specific response time is guaranteed.

8.3 Support Limitations.

a) Support is provided only for the Deal Health-AI™ platform and integrations listed in-app as supported. Issues resulting from Customer’s use of APIs, modifications to code, or unsupported third-party integrations may be excluded from support.

b) Prescriptas may limit or deny access to support if, in its reasonable discretion, Customer is determined to have misused support resources or acted abusively toward Prescriptas representatives.

9. Trial Periods & Beta Features

Prescriptas may offer a free trial period for new subscriptions to Deal Health-AI™. During the trial, Customers will have access to the Service with standard support included, subject to these Terms of Use. Trials are time-limited as communicated at sign-up. No charges will be billed during the trial period. Continued use of the Service after the trial requires purchase of a paid subscription, and payment details must be provided before the subscription begins.

In addition to Trial Periods, Prescriptas may offer new features to early clients. Prescriptas may provide these features as part of a Beta Program. Beta Features are provided for evaluation purposes only, are not covered by uptime or SLA commitments, and may be modified or discontinued at any time.

10. API Terms

If Prescriptas makes an application programming interface (“API”) available, use of the API is subject to these Terms and any published rate limits or documentation. We may throttle or suspend API access that we reasonably believe degrades the performance or security of the Service.

11. Intellectual Property

The Service, including all software, content, proprietary analytical frameworks, methodologies, trademarks, trade names, logos, and documentation, is and remains the exclusive property of Prescriptas and its licensors. No rights are granted except as expressly set forth herein.

11.1 Third-Party Methodologies & Trademarks

Certain sales methodologies, frameworks, brand names, or training concepts referenced within Deal Health-AI – including those available through the Sales Method Library (such as MEDDIC, MEDDPICC®, SPIN, BANT, Challenger, Value Prompter®, and others) are trademarks and intellectual property of their respective owners.

Prescriptas does not claim ownership of, affiliation with, endorsement by, sponsorship from, or partnership with any such third-party methodology owners.

Any reference to third-party methodologies is made solely for descriptive, compatibility, and nominative purposes to enable Customers to configure and operationalize their preferred sales frameworks within the Service.

Deal Health-AI does not reproduce proprietary training materials, copyrighted publications, certification content, or protected course materials belonging to any third party. The analytical frameworks, qualification methods, and tools provided within the Service are independently developed by Prescriptas.

Customers are solely responsible for obtaining any necessary training, licenses, or permissions required to use any referenced methodology and for ensuring they have the right to reference any third-party trademarks within Customer-created content.

All rights in third-party trademarks remain the property of their respective owners.

11.2 Customer Use of Third-Party Intellectual Property

Customer is solely responsible for ensuring it has the right to reference, use, or display any third-party trademarks, service marks, methodologies, frameworks, or other intellectual property within the Service, including within Customer-configured sales methodologies, qualification frameworks, Customer Content, CRM-derived information, or other configurations.

Prescriptas does not verify, monitor, or validate Customer’s rights to use such third-party intellectual property and disclaims responsibility arising from Customer’s unauthorized use.

11.3 Customer Content

Customer retains all rights, title, and interest in and to the materials, data, and information it provides to the Service, whether through authorized CRM integrations, direct uploads, conversational interactions, or other permitted application functionality (“Customer Content”).

Customer grants Prescriptas a limited, non-exclusive, worldwide license to host, store, process, transmit, and use Customer Content solely as necessary to provide, operate, maintain, support, and improve the Service in accordance with this Agreement.

Customer Content includes information provided through conversational interactions with the Service, CRM integrations, uploaded files, notes, corrections, instructions and other customer-supplied deal context.

Prescriptas does not acquire ownership of Customer Content.

Prescriptas may use aggregated and de-identified data derived from Customer Content for purposes of improving the Service, analytics, benchmarking, and product development, provided such data does not identify Customer or its end clients.

11.4 Customer Responsibility for Customer Content

Customer is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Content submitted to the Service.

Customer represents and warrants that it has all necessary rights, permissions, and lawful authority to upload, store, process, and analyze any Customer Content within the Service.

Prescriptas does not verify the accuracy or legality of Customer Content and disclaims any responsibility for Customer’s use of third-party data, confidential information, or personal information submitted to the Service.

11.5 AI Outputs

a. “AI Outputs” means any reports, analyses, recommendations, summaries, diagnostics, insights, or other materials generated by the Service based on Customer Content through automated or AI-driven processes.

b. AI Outputs may be used by Customer for its internal business purposes. As between the parties, Customer owns the AI Outputs, subject to Prescriptas’ ownership of the underlying software, algorithms, models, and analytical frameworks used to generate such AI Outputs.

c. AI Outputs are provided for informational purposes only. Prescriptas does not guarantee the accuracy, completeness, or reliability of any AI Output, and Customer is solely responsible for evaluating and acting upon such AI Outputs.

11.6 AI Use and Decision Responsibility

The Service is not intended to replace human judgment. Customer acknowledges that the Service uses artificial intelligence, automated analytical processes, and statistical models to generate insights, recommendations, summaries, diagnostics, and other outputs (“AI Outputs”).

AI Outputs are generated based on Customer Content and automated processing and may contain errors, omissions, or inaccuracies.

Customer is solely responsible for:

a) reviewing and validating all AI Outputs;

b) determining whether such outputs are appropriate for its business needs; and

c) making all business, financial, operational, and strategic decisions based on such outputs.

AI Outputs are provided as analytical assistance only and do not constitute professional advice, consulting services, financial advice, legal advice, or guarantees of business outcomes.

The Service is designed to assist users in evaluating business opportunities and does not guarantee any particular sales, financial, or operational outcome.

Prescriptas shall have no responsibility or liability for decisions made, actions taken, or outcomes resulting from reliance on AI Outputs.

12. Data Protection & Privacy

Prescriptas maintains administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These safeguards include, without limitation:

a) Encryption of Customer Data in transit using TLS 1.2 or higher

b) Encryption of Customer Data at rest using industry-standard encryption mechanisms

c) Logical tenant isolation to prevent cross-customer data access

d) Role-based access controls (RBAC) governing user and administrative access

e) Least-privilege access principles for Prescriptas personnel

f) Audit logging and monitoring of system and administrative access

Customer Data is logically isolated on a per-tenant basis. No Customer or User may access data belonging to another customer. Prescriptas personnel do not have standing access to Customer Data. Any access required for support or troubleshooting purposes is restricted to authorized personnel on a need-to-know basis and is logged and monitored.

13. Intra-Tenant Access Controls

Within a Customer tenant, access to data and features is governed by role-based permissions configured by Customer administrators. Users may only access data associated with their authorized role, organizational scope, and assigned permissions. Prescriptas enforces these controls at the application and data layers.

14. CRM Integrations & Secure Connectivity

Integrations with third-party systems, including customer relationship management (CRM) platforms, are established using industry-standard OAuth authentication. Prescriptas does not store Customer credentials.

a) Customers explicitly authorize integrations and control the scope of access granted. Access is limited to the minimum data required to support the Services and follows least-privilege principles.

b) CRM integrations support read access to authorized Customer data and may include write-back functionality where enabled and configured by the Customer. Write-back capabilities are limited to designated data and actions, such as attaching Deal Health-AI reports, creating recommended follow-up tasks, and updating authorized CRM fields.

c) Customers may revoke integration access at any time through the applicable third-party system or supported application controls. Revocation terminates Prescriptas’ authorization to access the connected system, subject to the third-party provider’s access revocation processes.

15. Security Incident & Notification

Prescriptas maintains an incident response process aligned with industry best practices. In the event of a confirmed security incident affecting Customer Data, Prescriptas will notify Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware of such incident, and will provide information reasonably necessary to support Customer’s response and compliance obligations.

16. Term & Termination

This Agreement begins on the Effective Date and will continue for the subscription term specified in Customer’s order. Thereafter, it will automatically renew for successive terms equal in length to the initial term unless either party provides notice of non-renewal before the end of the then-current term.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, liquidation, or similar proceedings.

16.1 Suspension of Service

Prescriptas may suspend or restrict access to the Service immediately, without prior notice, if Prescriptas reasonably believes that:

a) Customer’s use of the Service violates these Terms;

b) Customer’s activities threaten the security, integrity, or availability of the Service;

c) Customer engages in fraudulent, abusive, or unlawful behavior; or

d) payment obligations are past due.

Prescriptas will use commercially reasonable efforts to notify Customer of any suspension and restore access once the underlying issue has been resolved.

17. Indemnification

Prescriptas shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, or expenses (including reasonable attorney’s fees) arising out of any claim that the Services, as provided by Prescriptas, infringe or misappropriate a valid U.S. patent, copyright, or trade secret of such third party.

This obligation does not apply to the extent the alleged infringement arises from:

(a) Customer Content;

(b) modifications made by Customer or any third party without Prescriptas’ authorization; or

(c) use of the Services in combination with third-party products or services not provided or expressly authorized by Prescriptas, where the alleged infringement would not have occurred without such combination.

Customer shall promptly notify Prescriptas in writing of any claim for which indemnification is sought, provide reasonable cooperation in the defense of such claim, and permit Prescriptas to control the defense and settlement of the claim, provided that Prescriptas shall not agree to any settlement imposing an admission of liability or non-monetary obligation on Customer without Customer’s prior written consent, not to be unreasonably withheld.

If the Services are found to infringe, or Prescriptas reasonably believes they may infringe, Prescriptas may, at its option:

(i) procure the right for Customer to continue using the Services;

(ii) modify the Services to be non-infringing; or

(iii) terminate the affected Services and refund prepaid, unused fees attributable to the terminated Services.

18. Disclaimer of Warranties

The Service is provided “as is” and “as available.” Prescriptas disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

You acknowledge that Deal Health-AI uses artificial intelligence and automated outputs which may be incomplete, inaccurate, or inconsistent. Prescriptas makes no warranty that any AI-generated insights, analyses, recommendations, or other outputs will be correct, complete, or achieve any particular results. Use of the Service is at your own risk, and you are solely responsible for validating outputs before relying on them in business decisions.

Without limiting the foregoing, Prescriptas expressly disclaims responsibility for business outcomes, revenue performance, or sales results arising from use of the Service.

19. Limitation of Liability

To the maximum extent permitted by applicable law, Prescriptas’ total aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort, negligence, indemnification, or otherwise, shall not exceed the greater of (i) the total fees paid by Customer to Prescriptas during the twelve (12) months immediately preceding the event giving rise to the claim or (ii) one thousand U.S. dollars ($1,000).

This limitation applies to all claims arising under or relating to these Terms, including claims arising under Section 17 (Indemnification), except to the extent prohibited by applicable law.

Prescriptas shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, or lost business opportunities, to the maximum extent permitted by applicable law.

20. Dispute Resolution & Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be New Hampshire, USA, unless the parties mutually agree to another location.

21. Governing Law

These Terms and any disputes arising hereunder are governed by the laws of the State of New Hampshire, excluding its conflict-of-laws rules.

22. Notices

Legal notices must be sent via certified US Mail to: PO Box 16, Hampton Falls, NH 03844 and, if to Customer, to the email address on file or via certified US Mail to the Customer’s billing address.

23. Miscellaneous

Entire Agreement. These Terms constitute the entire agreement between the parties regarding the Service and supersede all prior agreements. Severability. If any provision is unenforceable, the remainder will remain in effect.

Force Majeure: Neither party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fires, floods, earthquakes, pandemics, public health emergencies, acts of government, labor disputes, utility or telecommunications failures, Internet or hosting service disruptions, denial-of-service attacks, or other events of a similar nature. The affected party shall promptly notify the other of the force majeure event and use commercially reasonable efforts to mitigate its effects.

Assignment: Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party; provided, however, that Prescriptas may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void. Consent required under this section shall not be unreasonably withheld, conditioned, or delayed.

24. Publicity Rights

Unless otherwise agreed in writing, Customer grants Prescriptas the right to include Customer’s name and logo in Prescriptas’ customer lists and marketing materials, provided that any public reference is accurate and not misleading. Customer may opt out of this use by providing written notice to Prescriptas, Inc.

25. AI Model Providers & Auto-Pivot Processing

Deal Health-AI™ uses artificial intelligence models operated by one or more third-party providers (“AI Providers”) to generate insights, summaries, recommendations, and other outputs. Customer acknowledges and agrees that:

a) Multiple AI Providers. Prescriptas may use, integrate with, or transmit Customer Content to AI Providers, including but not limited to OpenAI, Google, Anthropic, or other current or future providers, subject to applicable contractual data protection and confidentiality obligations.

b) Automatic Model Switching (Auto-Pivot). To ensure reliability and uptime, Prescriptas may automatically route or re-route Customer Content between AI Providers based on performance thresholds, latency, outages, availability, or other operational conditions. This process may occur without notice and does not require Customer approval, subject to any applicable contractual restrictions.

c) AI Model Training. Prescriptas does not use Customer Content to train, fine-tune, or improve general-purpose or third-party artificial intelligence or machine learning models. Prescriptas requires AI Providers to process Customer Content solely for providing the Services and not to use Customer Content to train or improve their general-purpose models, consistent with applicable contractual agreements.

d) No Guarantee of a Specific Provider. Prescriptas does not guarantee the availability or performance of any specific AI Provider or model and may add, remove, or replace AI Providers at any time in its sole discretion, subject to applicable contractual obligations.

e) Provider Terms & Data Handling. Customer Content transmitted to AI Providers is processed for the purpose of delivering the Services. AI Providers operate under their respective contractual terms and data handling practices. Prescriptas’ responsibilities regarding AI Providers are governed by these Terms, the applicable Data Processing Agreement, and any other written agreements between Prescriptas and Customer. Nothing in this provision expands Prescriptas’ indemnification obligations or liability beyond those expressly established under these Terms.

f) Subprocessors. AI Providers are considered subprocessors under these Terms and the Privacy Policy. Prescriptas will maintain an up-to-date list of subprocessors available upon request or through its website.

g) Customer Responsibility. Customer remains solely responsible for reviewing, validating, and determining the appropriateness of any AI-generated outputs before relying on them in business decisions.

If you have questions about these Terms, please contact support@prescriptas.com.

If you have questions about these Terms, please contact support@prescriptas.com.