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VeriPrep Services Agreement

Template version: August 15, 2026

This is the standard VeriPrep Services Agreement template. An actual subscription is governed by the specific Order Form and Agreement a Customer executes or electronically accepts — not by this page. This template is published for reference and does not itself constitute an executed agreement.

This VeriPrep Services Agreement (“Agreement”) is entered into between VeriPrep LLC, an Arizona limited liability company (“VeriPrep”), and the customer identified in the Order Form below (“Customer”).

The Agreement becomes effective on the date of the last signature or electronic acceptance below (“Effective Date”).

Order Form

Customer

Legal entity name: ______________________________________

Entity type / state: _____________________________________

Primary business address: _________________________________

Authorized representative: ________________________________

Title: ___________________________________________________

Email: __________________________________________________

Customer represents that the person executing or electronically accepting this Agreement is authorized to bind Customer and that the legal-entity, location, billing, and other account information provided to VeriPrep is accurate.

Covered Locations

This subscription covers the following Clinic locations operated by Customer:

______________________________________________________________

______________________________________________________________

______________________________________________________________

Additional locations operated by the same legal entity may be added as agreed by the Parties.

A separately incorporated or otherwise separate legal entity is not automatically included merely because it shares ownership, branding, staff, facilities, or an account with Customer.

Subscription

Plan:

Subscription Fee: $________________ per month

Billing Frequency: Monthly in advance

Initial Term: Month-to-month

Founding Partner Pricing, if applicable

If checked, Customer's agreed subscription prices are:

The applicable Founding Partner Rate is fixed for as long as Customer maintains a continuous paid subscription, subject to any mutually agreed plan change.

If Customer upgrades or downgrades among eligible VeriPrep plans while maintaining a continuous subscription, the applicable fixed Founding Partner price listed above applies to the new plan.

If Customer cancels or otherwise allows its paid subscription to terminate, VeriPrep is not obligated to restore Founding Partner pricing if Customer later resubscribes.

The Founding Partner program is limited to customers expressly designated by VeriPrep as Founding Partners.

During the first 90 days after the Effective Date, Customer agrees to participate in reasonable product-feedback activities requested by VeriPrep, which may include periodic feedback calls, workflow discussions, protocol review, and candid feedback concerning use of the Services.

Missing an individual feedback session does not by itself terminate Founding Partner pricing.

Optional Founding Partner Publicity

This authorization does not permit VeriPrep to disclose PHI, disclose confidential patient information, publish a case study or testimonial attributed to Customer without separate permission, or represent that Customer clinically endorses VeriPrep.

Customer may revoke this publicity authorization prospectively by written notice. Revocation does not require VeriPrep to recall or destroy materials already printed or distributed before the revocation was received.

BAA

Because Customer will use VeriPrep in connection with patient PHI:

No real patient PHI may be processed through Customer's healthcare account until VeriPrep's applicable BAA requirement has been satisfied.

Terms and Conditions

1. Services

VeriPrep will provide Customer access to the VeriPrep software platform and the features included in Customer's selected subscription plan (the “Services”).

The Services may include, depending on plan and configuration:

Specific features may vary by subscription plan.

2. Customer Accounts and Locations

Customer may authorize its workforce members to use the Services on its behalf.

Customer is responsible for:

Where Customer operates multiple Clinic locations under the same legal entity, the Parties may configure those locations under a common commercial account.

A separate legal entity is not deemed a party to this Agreement unless it separately executes or validly joins this Agreement or Customer has legal authority to bind it.

3. Customer's Clinical Responsibilities

Customer retains sole responsibility for medical care and clinical decision-making.

Customer is responsible for:

  1. Reviewing and approving preparation protocols before patient use;
  2. Ensuring its instructions are clinically accurate and appropriate;
  3. Determining which preparation steps are clinically important;
  4. Keeping Clinic contact information and scheduling information accurate;
  5. Deciding when staff intervention is medically appropriate;
  6. Responding appropriately to patient questions, help requests, opt-outs, schedule issues, and other information surfaced through the Services; and
  7. Complying with professional, licensing, regulatory, and healthcare requirements applicable to Customer.

VeriPrep does not practice medicine, provide medical advice, diagnose patients, prescribe treatment, or replace clinical judgment.

4. Templates and Protocol Content

VeriPrep may provide sample protocols, system templates, example instructions, or other content intended to help Customer configure the Services.

Such materials are starting points only.

Customer must review and approve all patient-facing clinical instructions before using them with patients.

Customer may modify templates to reflect its own protocols.

VeriPrep does not warrant that a template is clinically appropriate for any particular patient, procedure, physician, specialty, or practice.

5. Patient Consent and Communications

Customer will use the Services only to communicate with patients where Customer has a lawful basis to do so and any legally required consent or authorization has been obtained.

VeriPrep provides consent-recording mechanisms that may include Clinic-staff attestation and patient self-enrollment.

Customer is responsible for its lawful use of those mechanisms and for obtaining any consent, authorization, or notice legally required because of Customer's actions, instructions, patient relationships, enrollment decisions, or information supplied to VeriPrep.

VeriPrep remains responsible for operating the Services consistently with the communication mechanisms and representations that VeriPrep itself controls.

Customer may not use VeriPrep to send marketing messages, unsolicited messages, or communications outside the intended healthcare preparation use unless VeriPrep expressly supports and authorizes that use.

The Parties acknowledge that SMS consent requirements are separate from HIPAA authorization requirements.

6. HIPAA and Business Associate Agreement

Where VeriPrep creates, receives, maintains, or transmits PHI on Customer's behalf, the Parties' Business Associate Agreement governs that PHI.

The BAA is incorporated into this Agreement by reference.

If this Agreement conflicts with the BAA concerning PHI, the BAA controls.

If Customer receives an individual-rights request that reasonably requires access to PHI maintained by VeriPrep, Customer will notify VeriPrep promptly and, where reasonably practicable, within five (5) business days after Customer receives the request.

Customer's delay in forwarding a request does not expand VeriPrep's obligations beyond the applicable BAA or applicable law.

7. Fees and Payment

Customer will pay the fees stated in the Order Form.

Unless otherwise stated:

Taxes imposed on Customer's purchase of the Services are Customer's responsibility, excluding taxes based on VeriPrep's net income.

VeriPrep may change its generally available pricing prospectively, but a pricing change does not alter Customer's agreed fee during an existing billing period or override an applicable Founding Partner price commitment.

8. Term and Cancellation

This Agreement begins on the Effective Date and continues on a month-to-month basis unless the Order Form states otherwise.

Either Party may terminate the subscription for convenience by providing notice before the next renewal date.

Customer remains responsible for amounts already incurred.

Unless suspension is necessary for security, legal, privacy, or patient-safety reasons, VeriPrep will use commercially reasonable efforts to allow already-active patient guides to continue through the paid subscription period following ordinary cancellation.

No new patient enrollments are required to be accepted after the effective cancellation date.

HIPAA-related termination and PHI disposition are additionally governed by the BAA.

9. Nonpayment

If Customer fails to pay amounts when due, VeriPrep may provide notice and suspend some or all new account activity until payment is brought current.

Where reasonably feasible, a billing suspension will restrict creation of new enrollments or other new activity rather than abruptly terminating an already-active patient guide.

Nothing in this Section requires VeriPrep to continue service indefinitely without payment.

10. Acceptable Use

Customer will not, and will not permit anyone acting through its account to:

11. Customer Data and Content

As between the Parties, Customer retains its rights in:

Customer grants VeriPrep a non-exclusive right to host, copy, process, transmit, display, and otherwise use Customer Data solely as reasonably necessary to:

Nothing in this Agreement transfers ownership of Customer's PHI to VeriPrep.

12. VeriPrep Intellectual Property

VeriPrep retains all rights in and to:

Customer receives a limited, non-exclusive, non-transferable right to use the Services during the term for Customer's internal healthcare operations.

Customer does not receive ownership of VeriPrep software by paying subscription fees.

13. Feedback

Customer may provide suggestions, observations, feature requests, workflow feedback, or other feedback concerning the Services.

Customer grants VeriPrep the unrestricted right to use such feedback to develop, improve, and operate VeriPrep without payment or attribution, provided VeriPrep does not publicly identify Customer or disclose Customer PHI in doing so without authorization.

This Section does not transfer ownership of Customer's clinical protocols or patient data.

14. De-Identified Information

To the extent permitted by the BAA and applicable law, VeriPrep may create information that has been de-identified in accordance with HIPAA.

Once information has been properly de-identified so that it is no longer PHI, VeriPrep may use it for lawful purposes including:

Nothing in this Section permits VeriPrep to treat merely aggregated, pseudonymous, or indirectly identifiable PHI as de-identified unless the applicable HIPAA de-identification requirements have actually been satisfied.

15. Confidentiality

Each Party may receive non-public business, technical, security, financial, or operational information of the other Party (“Confidential Information”).

The receiving Party will:

Confidential Information does not include information that the receiving Party can demonstrate:

PHI is governed by the BAA in addition to this Section.

16. Security

VeriPrep will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services and the information processed.

For PHI, VeriPrep will maintain the safeguards required by the BAA and applicable HIPAA obligations.

Customer acknowledges that no internet-based service can guarantee absolute security.

Customer is responsible for security within Customer's own systems, devices, workforce, account credentials, and local environment.

17. Third-Party Service Providers

VeriPrep may use third-party service providers and subcontractors to operate the Services.

Where a subcontractor creates, receives, maintains, or transmits PHI on VeriPrep's behalf, VeriPrep will maintain the contractual protections required by the BAA and HIPAA.

VeriPrep may change infrastructure or service providers without Customer's prior approval so long as VeriPrep continues to satisfy its applicable contractual and legal obligations.

18. Service Changes

VeriPrep may update, modify, replace, or improve the Services from time to time.

VeriPrep will not use this Section to eliminate a paid subscription plan's core functionality during Customer's current paid billing period without a reasonable substitute, migration path, credit, or right to cancel, unless the change is reasonably necessary for:

Features identified as beta, preview, demo, or experimental may be changed or discontinued at any time.

19. Service Availability

VeriPrep will use commercially reasonable efforts to keep the Services available.

Unless expressly stated in an Order Form or separate service-level agreement, VeriPrep does not guarantee a particular uptime percentage, response time, recovery time, or service credit.

Temporary interruption may occur because of maintenance, security response, internet or carrier outages, cloud-provider failures, telecommunications failures, or circumstances outside VeriPrep's reasonable control.

20. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS OBLIGATIONS IN THIS AGREEMENT AND THE BAA, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

VERIPREP DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY LAW.

VERIPREP DOES NOT WARRANT THAT:

VERIPREP REPORTS OBSERVABLE ACTIVITY AND WORKFLOW INFORMATION. CUSTOMER REMAINS RESPONSIBLE FOR CLINICAL DECISIONS AND PATIENT CARE.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERIPREP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERIPREP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE APPLICABLE BAA WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO VERIPREP DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STATUTORY LIABILITY, OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Nothing in this Section limits Customer's obligation to pay amounts properly due under this Agreement or Customer's obligations under Section 22.

22. Customer Indemnification

To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless VeriPrep LLC and its officers, employees, agents, and representatives from and against third-party claims, actions, proceedings, damages, judgments, penalties, fines, liabilities, costs, and reasonable attorneys' fees to the extent arising from or relating to:

  1. Customer's failure to obtain consent, authorization, or permission legally required for communications Customer caused or directed to be sent through the Services;
  2. Clinical instructions, protocol content, medical information, or other patient-facing content created, supplied, selected, modified, or approved by Customer;
  3. Customer's use of the Services in violation of applicable law; or
  4. Customer's material violation of Sections 3, 5, or 10 of this Agreement.

Customer has no indemnification obligation to the extent a claim was caused by VeriPrep's own violation of law, breach of this Agreement or the BAA, gross negligence, willful misconduct, or a material defect in a VeriPrep-controlled consent or communication mechanism that Customer used as intended.

VeriPrep will:

Customer may not settle a claim in a manner that:

without VeriPrep's prior written consent, which will not be unreasonably withheld.

Customer's obligations under this Section are independent of the limitation placed on VeriPrep's liability in Section 21.

23. No Clinical Agency

Nothing in this Agreement makes VeriPrep:

VeriPrep's status as Customer's Business Associate for HIPAA purposes does not create a clinical agency relationship.

24. Suspension

VeriPrep may suspend access where reasonably necessary to:

Where circumstances permit, VeriPrep will provide notice and a reasonable opportunity to cure before suspension.

VeriPrep may act immediately where delay would create a material security, legal, privacy, or patient-safety risk.

25. Termination for Breach

Either Party may terminate this Agreement if the other Party materially breaches it and fails to cure the breach within thirty (30) days after written notice, unless:

Termination does not eliminate rights or obligations that accrued before termination.

26. Effect of Termination and Data Export

Upon termination:

For thirty (30) days following the effective date of termination, Customer may request a reasonable export of Customer Data then maintained by VeriPrep, subject to:

VeriPrep is not required to develop a custom export format or data-conversion service unless separately agreed.

Nothing in this Section requires VeriPrep to retain information longer than it otherwise would under the BAA, applicable law, or VeriPrep's applicable retention practices.

27. Publicity

Except where Customer has affirmatively granted the optional Founding Partner permission in the Order Form or otherwise consents in writing, VeriPrep will not use Customer's name, logo, or trademarks in public marketing materials, customer lists, case studies, press releases, or endorsements.

Permission to identify Customer by name or logo does not include permission to:

unless Customer separately authorizes that use.

28. No Third-Party Beneficiaries

This Agreement is solely for the benefit of VeriPrep and Customer.

Nothing in this Agreement is intended to create, and nothing will be construed as creating, any contractual right, remedy, claim, or cause of action in any patient, Customer employee, healthcare provider, or other third party.

29. Force Majeure

Neither Party will be liable for delay or failure to perform an obligation under this Agreement to the extent the delay or failure is caused by circumstances beyond that Party's reasonable control, including:

The affected Party will use commercially reasonable efforts to mitigate the effect of the event and resume performance.

This Section does not excuse:

30. Notices

Contractual notices to VeriPrep should be sent to:

VeriPrep LLC
1615 E Georgia Ave #140
Phoenix, AZ 85016
United States
legal@veriprep.health

Privacy, HIPAA, security, and BAA notices should be sent to:

privacy@veriprep.health

Notices to Customer will be sent to the authorized representative or other notice contact identified in the Order Form.

Routine account, billing, support, and operational communications may be delivered electronically through the Services or by email.

31. Assignment

Neither Party may assign this Agreement without the other Party's consent, except that either Party may assign it without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets relating to this Agreement, provided the successor assumes the assigning Party's obligations.

Customer may not assign this Agreement to an unaffiliated Clinic solely for purposes of transferring preferential pricing without VeriPrep's written approval.

32. Relationship of the Parties

The Parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, or general agency relationship between them.

33. Governing Law and Venue

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law principles, except to the extent superseded by applicable federal law.

Any action arising out of or relating to this Agreement that is not required to be brought elsewhere by applicable law will be brought in the state or federal courts located in Maricopa County, Arizona, and each Party consents to their jurisdiction and venue.

34. Order of Precedence

In the event of a conflict:

  1. The BAA controls with respect to PHI and HIPAA obligations;
  2. A signed or electronically accepted Order Form controls with respect to Customer-specific pricing, plan, and commercial terms;
  3. This Services Agreement controls over VeriPrep's public Terms of Use; and
  4. The public Terms apply only to the extent they do not conflict with the documents above.

The limitations of liability in Section 21 apply to claims arising under the BAA except to the extent prohibited by applicable law or expressly modified in a written amendment signed by the Parties.

35. Entire Agreement

This Agreement, the Order Form, and the applicable BAA constitute the Parties' agreement concerning Customer's subscription to the Services and supersede prior proposals, discussions, or representations concerning that subscription.

A public webpage, sales conversation, demonstration, email, or marketing statement does not amend this Agreement unless expressly incorporated into a written amendment or Order Form.

36. Amendments

This Agreement may be amended only by a written or electronic agreement accepted by authorized representatives of both Parties.

VeriPrep may not materially amend this executed Services Agreement solely by changing public website terms.

37. Electronic Acceptance and Signatures

The Parties may execute this Agreement electronically, through an electronic acceptance workflow, and in counterparts.

An authorized representative may accept this Agreement by an affirmative electronic action presented with access to this Agreement, including selecting an unchecked acceptance control and submitting the acceptance.

Electronic signatures and electronic acceptance are intended to have the same effect as original signatures to the extent permitted by applicable law.

VeriPrep may retain evidence of electronic acceptance, including:

VeriPrep will make a copy of the applicable Agreement available to Customer.

Signatures

The signature blocks below may be used when the Parties execute the Agreement manually or through an electronic-signature service. They are not required where the Agreement is validly accepted through VeriPrep's electronic acceptance workflow.

Customer

Legal Entity: ___________________________________________

Authorized Representative: _______________________________

Title: __________________________________________________

Signature: ______________________________________________

Date: ___________________________________________________

VeriPrep LLC

By: Philip Palmer

Title: Founder / Authorized Representative

Signature: ______________________________________________

Date: ___________________________________________________