Business platform agreement

End User License Agreement

Effective and last updated September 14, 2026

This EULA governs authorized business and workforce use of LUXEO Reserve. A signed order form, master services agreement, payment agreement, business associate agreement (“BAA”) or data-processing addendum controls to the extent of a direct conflict.

1. Agreement and authority

This End User License Agreement (“EULA”) is a binding agreement between LuxWell Solutions LLC, doing business as LUXEO Reserve (“LUXEO,” “we,” “us” or “our”), and the person or entity accessing LUXEO software, applications, APIs, documentation and related services (the “Platform”). By creating an account, clicking acceptance, accessing or using the Platform, you accept this EULA and represent you have authority to bind the applicable business (“Customer”). If you do not agree, do not use the Platform.

2. Limited license and accounts

Subject to this EULA, applicable order terms and payment, LUXEO grants Customer a limited, revocable, nonexclusive, nontransferable, nonsublicensable right during the subscription term to permit authorized personnel to use the Platform solely for Customer’s internal operations. The Platform is licensed, not sold. No rights are granted by implication.

Customer is responsible for accurate account information, least-privilege roles, unique credentials, multifactor authentication, disabling former users, safeguarding devices and recovery methods, and all account activity. Accounts may not be shared. Customer must promptly report suspected unauthorized access.

3. Customer responsibilities

Customer controls its services, prices, schedules, personnel, licenses, customer relationships, notices, consents, refunds, taxes and legal obligations. Customer is solely responsible for the legality, quality and delivery of its products and services; permissions for Customer Data; configuration, retention, access and communications; verifying outputs; and maintaining appropriate policies, insurance, professional supervision and continuity procedures.

Customer will not use the Platform to practice medicine, make autonomous clinical decisions, replace professional judgment, determine emergency eligibility or transmit emergency requests. The Platform is not an emergency service. Call 911 in an emergency.

4. Restrictions

Customer and users may not copy or create derivative works except as expressly permitted; reverse engineer, decompile or seek source code; bypass controls; scrape data; test vulnerabilities without written authorization; introduce malware; disrupt service; access another tenant; use false or unauthorized credentials; infringe rights; violate law; send deceptive, abusive or unconsented communications; use the Platform to develop, benchmark or train a competing product; or permit a third party to do so.

5. Data, ownership and feedback

Customer retains its rights in data submitted by or for Customer (“Customer Data”). Customer grants LUXEO and subprocessors a worldwide, nonexclusive right to host, reproduce, transmit, display, transform and process Customer Data only as reasonably necessary to provide, secure, support and improve the Platform, comply with law and enforce agreements.

LUXEO may use telemetry and insights aggregated or deidentified so they do not reasonably identify Customer, an individual or confidential Customer information. LUXEO owns the Platform, documentation, interfaces, workflows, configurations, models, methods, know-how and improvements. LUXEO may use feedback without restriction or compensation, and Customer assigns rights necessary for that use.

6. AI and automated features

The Platform may use AI, prediction, optimization or automation to prepare suggestions, summaries, mappings, communications, schedules, prices, classifications or other output (“AI Output”). AI Output may be incomplete, inaccurate or unsuitable and is decision support only. Customer must apply qualified human review before clinical, legal, employment, financial, safety, pricing or other consequential use. Customer is responsible for inputs, prompts, review and use. LUXEO does not warrant that AI Output is unique, accurate, noninfringing or fit for purpose.

7. Health and regulated workflows

Platform use does not by itself make Customer HIPAA compliant or replace its risk analysis, policies, training and legal duties. Customer may submit protected health information only after LUXEO expressly enables an approved clinical configuration and, where required, the parties execute a BAA. The BAA controls for protected health information. Customer must not place sensitive medical information in ordinary SMS, email, URLs, support tickets, analytics or channels identified as nonclinical.

8. Payments and third parties

Payment processing, telecommunications, banking, identity, analytics and integrations are subject to separate provider terms. LUXEO is not a bank, card network, insurer, money transmitter, healthcare provider, employer of Customer personnel or merchant of record for Customer services unless a signed agreement expressly says otherwise. Underwriting, reserves, holds, chargebacks, settlement timing and network rules may apply. LUXEO is not responsible for third-party acts, content, availability or terms and may disable an integration to protect the Platform or comply with law.

9. Confidentiality and security

Each party will protect the other’s nonpublic confidential information with reasonable care and use it only to perform the agreement. Exclusions apply to information lawfully known without restriction, independently developed, rightfully received or public without breach. Required disclosure is permitted after legally allowed notice.

LUXEO uses administrative, technical and organizational safeguards designed for the information processed. No system is completely secure. Customer will not make claims about LUXEO security, certification or regulatory status beyond current written materials approved by LUXEO.

10. Fees, suspension and termination

Applicable orders govern fees, usage, taxes, renewal, term and cancellation. Unless stated otherwise, fees are nonrefundable and obligations noncancelable. LUXEO may suspend immediately for security risk, unlawful use, material breach, nonpayment, threat to other tenants or legal requirement, with notice and cure opportunity where practicable.

At termination the license ends. Customer may export available Customer Data during the period in its order or, if none, within 30 days, subject to payment and law. LUXEO may then delete it under retention practices. Ownership, restrictions, fees, disclaimers, indemnity, liability and dispute provisions survive.

11. Warranty disclaimer

To the fullest extent permitted by law, the Platform, AI Output and services are provided “as is” and “as available.” LUXEO disclaims all express, implied and statutory warranties, including merchantability, fitness for a particular purpose, title, noninfringement, accuracy, uninterrupted availability and results. LUXEO does not warrant that the Platform will satisfy every legal, clinical, operational or revenue requirement, prevent every incident or produce any financial outcome.

12. Indemnification

Customer will defend, indemnify and hold harmless LUXEO, its affiliates, licensors, processors and personnel from claims, losses, liabilities, penalties, damages and reasonable costs, including attorneys’ fees, arising from Customer Data; Customer products, services or personnel; Customer’s violation of law, consent requirements or third-party rights; misuse of the Platform or AI Output; or breach of this EULA. Customer may not settle by admitting LUXEO fault or imposing obligations on LUXEO without written consent.

13. Liability limit

To the fullest extent permitted by law, LUXEO and its affiliates, licensors, processors and personnel are not liable for indirect, incidental, special, exemplary, punitive or consequential damages; loss of profits, revenue, goodwill, data or business; interruption; replacement services; or third-party claims, even if advised of the possibility.

Their aggregate liability relating to the Platform will not exceed fees Customer paid LUXEO for the affected services during the 12 months before the event. If no fees were paid, the cap is $100. The limits apply to all theories and allocations of risk and do not limit liability that cannot lawfully be limited.

14. Law; arbitration; class waiver

Florida law governs without regard to conflicts principles. Before filing a claim, a party must send detailed written notice and allow 30 days for informal resolution. Except eligible small-claims matters or injunctive claims concerning intellectual property, confidentiality or security, disputes will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Palm Beach County, Florida, remotely if permitted.

Claims may be brought only individually, not in a class, consolidated, representative or private-attorney-general proceeding. The arbitrator may award relief only to the individual party. Each party waives jury trial to the fullest extent permitted by law.

15. General and contact

Neither party is liable for delay beyond reasonable control. Customer may not assign without written consent; LUXEO may assign with an affiliate, financing, merger, reorganization or asset sale. This EULA, incorporated policies and signed agreements are the entire agreement on this subject. Unenforceable provisions will be modified minimally; the remainder continues. Failure to enforce is not waiver. Electronic records and signatures bind the parties.

LUXEO may update this EULA prospectively, with material changes posted or communicated as required. Continued use after the stated date constitutes acceptance. Signed orders and BAAs change only under their own amendment terms.

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