Cyrus Health Terms and Conditions

Effective Date: 09/22/2026 Last Updated: 09/22/2026

These Terms and Conditions ("Terms") govern access to and use of the website located at cyrushealth.com and the Cyrus Health software platform (collectively, the "Services"), provided by Cyrus Health ("Cyrus Health," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

If you do not agree to these Terms, do not access or use the Services.

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1. Description of Services

Cyrus Health provides software that helps healthcare provider organizations keep their teams connected and coordinate around-the-clock patient care and support ("Services"). The Services are intended for use by healthcare providers, their staff, and authorized personnel of Customer organizations, not directly by patients.

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2. Eligibility and Accounts

You must be at least 18 years old and authorized by your employer or affiliated organization to use the Services.

You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account.

You must provide accurate, current information when creating an account and keep it up to date.

You must promptly notify us of any unauthorized use of your account or any other breach of security.

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3. Customer Organizations and Order Terms

Where an organization ("Customer") subscribes to or contracts for the Services, that Customer's specific order form, subscription agreement, or master services agreement will govern the commercial terms (including fees, plan tier, and term), and will control over these Terms in the event of a direct conflict regarding those commercial matters. These Terms otherwise continue to govern use of the Services generally, including by individual users under a Customer account.

(If Cyrus Health finalizes a specific subscription/pricing model, this section should be updated with details on billing cycles, renewal, cancellation, and refund policies.)

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4. Acceptable Use

You agree not to:

Use the Services for any unlawful purpose or in violation of any applicable law or regulation

Upload or transmit any content that is fraudulent, defamatory, infringing, or that violates the privacy or rights of others

Attempt to gain unauthorized access to the Services, other accounts, or related systems or networks

Interfere with or disrupt the integrity or performance of the Services

Reverse engineer, decompile, or attempt to extract the source code of the Services, except where permitted by law

Use the Services to store or transmit patient health information in a manner inconsistent with an applicable Business Associate Agreement, where one is in place

Use any automated means (bots, scrapers) to access the Services without our prior written consent

We reserve the right to suspend or terminate access for any user or Customer that violates this section.

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5. Health Information and Compliance

To the extent the Services are used to facilitate communication or coordination involving patient health information, use of the Services in that context is subject to a separate Business Associate Agreement (BAA) between Cyrus Health and the applicable Customer, and to the Customer's own compliance obligations under HIPAA and other applicable healthcare laws. Cyrus Health is not responsible for a Customer's independent compliance obligations as a healthcare provider.

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6. Intellectual Property

The Services, including all software, design, text, graphics, and other content (excluding Customer Content, as defined below), are owned by Cyrus Health or our licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose.

"Customer Content" means any data, communications, or other content that you or your organization submit to the Services. You retain ownership of Customer Content. You grant Cyrus Health a limited license to host, process, and transmit Customer Content solely as necessary to provide the Services.

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7. Confidentiality

Each party may have access to non-public information of the other party in connection with the Services. Each party agrees to use the other's confidential information only as necessary to perform its obligations and to protect it with reasonable care. This section does not limit obligations under any separate BAA or confidentiality agreement between the parties, which will govern in the event of conflict regarding health information specifically.

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8. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

THE SERVICES ARE A COMMUNICATION AND COORDINATION TOOL AND ARE NOT A SUBSTITUTE FOR CLINICAL JUDGMENT, MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. CYRUS HEALTH IS NOT RESPONSIBLE FOR CLINICAL DECISIONS MADE BY PROVIDERS USING THE SERVICES.

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9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CYRUS HEALTH AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. CYRUS HEALTH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY YOUR ORGANIZATION TO CYRUS HEALTH IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF NO AMOUNT WAS PAID.

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

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10. Indemnification

You agree to indemnify and hold harmless Cyrus Health from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of your violation of these Terms, misuse of the Services, or violation of applicable law.

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11. Termination

We may suspend or terminate your access to the Services at any time for violation of these Terms, non-payment (where applicable), or as required by law. Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination (including Sections 6–10 and 12) will survive.

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12. Dispute Resolution; Governing Law

These Terms are governed by the laws of the State of Utah, without regard to its conflict of laws principles.

Arbitration Agreement. Except for claims that may be brought in small claims court, any dispute arising out of or relating to these Terms or the Services will be resolved through binding arbitration on an individual basis, rather than in court, in accordance with the rules of a recognized arbitration body. You and Cyrus Health each waive the right to a jury trial and the right to participate in a class action. Either party may seek injunctive relief in court for matters involving intellectual property or unauthorized access.

(This arbitration clause is a common default for SaaS terms but is a significant legal choice — confirm with counsel whether arbitration is appropriate for Cyrus Health's customer base, and whether any opt-out mechanism is required in your jurisdiction.)

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13. Changes to the Services or Terms

We may modify the Services or these Terms at any time. We will post updated Terms with a revised "Last Updated" date, and material changes will be communicated through the Services or by email where appropriate. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

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14. General

Entire Agreement. These Terms, together with any applicable order form, subscription agreement, or BAA, constitute the entire agreement between you and Cyrus Health regarding the Services.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.

No Waiver. Our failure to enforce any right or provision will not be a waiver of that right or provision.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

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15. Contact Us

Questions about these Terms can be directed to:

Cyrus Health Email: brenden@cyrushealth.com

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