Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between the User (as further defined below) and TrustRoom Connect, Inc. ("TrustRoom," "we," "us," or "our") governing User access to and use of the TrustRoom platform, including our website, applications, and all related services (collectively, the "Services").

By creating an account, accessing, or using the Services, Users agree to be bound by these Terms, our Privacy Policy and, for Providers (as further defined below) our Business Associate Agreement. If Users do not agree to these Terms, do not use the Services.

For educational institution clients, the Data Privacy Agreement also applies.

1. Definitions

• Provider or Providers: A licensed behavioral health professional, healthcare provider, clinical trainee, or student operating under authorized supervision, who utilizes TrustRoom to facilitate secure communication and administrative coordination with their patients or clients.
• Patient or Patients: An individual(s) who receives care from a Provider through the TrustRoom platform.
• User or Users: Any individual who accesses or uses the Services, including Providers and Patients.
• Account: A registered user profile on the TrustRoom platform.
• Content: Any information, data, text, messages, audio, or any materials uploaded, submitted, or transmitted through the Services.
• Data: Information inputted into TrustRoom by the User, including but not limited to, patient health information (PHI), care plans, clinical notes, mood logs, secure messages, text transcripts of audio inputs, and any and all information exchanged or maintained through the platform relating to a Patient.
• Platform: The TrustRoom web application, mobile applications, and all associated infrastructure and services.
• Institution: An educational institution, university counseling center, or clinical training program that uses TrustRoom for behavioral health services.
• Student Data: Any data directly related to a student and maintained by TrustRoom on behalf of an Institution, including Education Records as defined by FERPA.
• Education Records: Records directly related to a student and maintained by an educational agency or institution, as defined in 34 CFR § 99.3.

2. Description of Services

TrustRoom provides a Health Insurance Portability and Accountability Act ("HIPAA") compliant technology platform that enables secure communication and care coordination between Providers and their Patients. The Services include:

• Secure Messaging — Encrypted asynchronous communication between Providers and Patients;
• Care Plan Management — Tools for creating, assigning, and tracking therapeutic care plans;
• Clinical Analytics — AI-powered analysis of clinical themes, sentiment patterns, and Patient progress for Provider's review and approval;
• Audio Messaging — Secure voice message recording and AI-assisted transcription;
• Session Recording Integration — Secure capture and storage of therapy session recordings through third-party integrated video conferencing platforms;
• Record Export — PDF generation of clinical records for Patient access and portability;
• Provider Portal — A dedicated dashboard for Providers to manage Patients, care plans, and clinical insights;
• Patient Application — A dedicated interface for Patients to communicate with their Provider and engage with care plans;
• Practice Management — Tools for group practices to manage multiple Providers, including team invitations and administrative oversight.

3. Not a Substitute for Emergency Services

IMPORTANT: TrustRoom is NOT an emergency service.

• (a) TrustRoom is designed for asynchronous care coordination and is not intended for real-time crisis intervention, emergency situations, or immediate clinical response.
• (b) Messages sent through the platform are not monitored in real-time. There may be significant delays before a Provider reads and responds to any message.
• (c) If you are experiencing a medical or psychiatric emergency, call 911 immediately or contact the 988 Suicide & Crisis Lifeline by calling or texting 988.
• (d) TrustRoom does not provide crisis intervention services, and no Provider is obligated to monitor the platform continuously.
• (e) TrustRoom is not liable for any harm resulting from reliance on the platform for time-sensitive or emergency communications.

4. Eligibility and Account Registration

4.1 Eligibility

(a) For Providers to use the Services: (1) Providers must either (i) hold a valid, active license to practice mental health or healthcare services in the jurisdiction(s) where they provide care, or (ii) be a clinical trainee or student actively operating under the documented supervision of a duly licensed professional. By registering, Providers represent and warrant that they meet these criteria and are in good standing within their respective professional or academic institutions.

(b) For Patients to use the Services:

• (1) All Patients must be at least thirteen (13) years of age or older. The Services are strictly not available to individuals under 13 years of age.
• (2) Patients between the ages of thirteen (13) and seventeen (17) years old may use the Services only with verified parental or legal guardian consent, which shall be obtained through our formal consent verification process.
• (3) Patients must provide accurate, current, and complete information during registration and maintain the ongoing accuracy of such information.

4.2 Account Security

• (a) Users are responsible for maintaining the confidentiality of their account credentials, including any biometric authentication configured on their device.
• (b) Users must immediately notify us at support@trustroomconnect.com if they become aware of any unauthorized access to or use of their account.
• (c) Users are responsible for all activity that occurs under their account, whether or not they have authorized such activity.

4.3 Invite-Only Patient Access

Patient accounts are created only through a Provider's invitation. Patients cannot self-register for the Services. This design ensures that all Patient-Provider relationships are established by Providers.

5. Provider Responsibilities

By using the Services, Provider acknowledges and agrees to the following:

• (a) Clinical Responsibility. Provider is solely responsible for all clinical decisions, diagnoses, treatment plans, and patient care delivered through or in connection with the platform. TrustRoom is a technology tool, not a healthcare provider, and does not practice medicine or provide clinical advice.
• (b) Licensure and Authorization. Provider will maintain all required professional licenses, certifications, and credentials, or documented supervisory authorizations (as applicable), throughout use of the Services. Provider will immediately notify us if their license or authorization to practice is suspended, revoked, or subject to disciplinary action.
• (c) BAA Compliance. Provider will execute and comply with our Business Associate Agreement, which governs the handling of protected health information on the platform.
• (d) Patient Consent. Provider is responsible for obtaining all necessary Patient consents, including but not limited to, informed consent for treatment, consent for electronic communication, and any and all consents required by applicable federal, state, and local law prior to inviting a Patient to the platform.
• (e) AI Oversight. All AI-generated insights, including but not limited to, clinical theme analysis, sentiment patterns, transcriptions, and summaries, require the Provider's independent professional review before any clinical action is taken. Without limiting the provisions set forth in Section 7.2, Provider further acknowledges our AI outputs are tools to support, not to replace or be used as, clinical judgment or diagnosis.
• (f) Appropriate Use. Provider will use the Services only for legitimate healthcare purposes and will not use the platform for any communication that falls outside of a valid and legal Provider-Patient relationship.
• (g) Care Plan Limitations. Provider is solely responsible for reviewing and interpreting all Patient replies and responses submitted through care plans or journaling workflows. Provider shall not utilize care plans, messaging, or any platform features to communicate during a medical or psychiatric emergency, nor shall Provider use the platform to prompt Patients with questions that are reasonably likely to trigger a crisis or emergency response.
• (h) Record Keeping. Provider is responsible for maintaining complete and accurate clinical records in accordance with applicable professional standards and state record retention requirements.
• (i) NPI Verification. Provider must share a valid National Provider Identifier ("NPI") during our platform's onboarding process, which we will verify through the National Plan and Provider Enumeration System (NPPES) registry. Provider further represents and warrants the NPI they use to register will be accurate and current.
• (j) Duty to Warn. All obligations related to the duty to warn, duty to protect, mandatory reporting, and any and all clinician obligations under applicable state and federal law remain the Provider's sole responsibility. TrustRoom does not assume or share Provider's clinical or legal obligations. TrustRoom shall not be held liable in the event of a breach of any of the aforementioned Provider obligations.
• (k) Digital Communication Consent. Before inviting Patients to the platform, Provider is responsible for informing their Patient(s) about the nature, risks, and limitations of asynchronous digital communication, including but not limited to, potential delays in response, the importance of not using the platform for emergencies, and the fact that messages become part of the clinical record.
• (l) System Integrity and Prohibited Activities. Provider shall not, nor permit any third party to, hack, destabilize, or adapt the Services, or alter another application or website so as to falsely imply it is associated with TrustRoom. Provider explicitly agrees not to reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying AI APIs, or databases of the platform. Provider shall not probe, scan, or test the vulnerability of any TrustRoom system or network, circumvent security or authentication measures, or introduce any malware, viruses, or destructive code. Any attempt to bypass security controls, scrape data, or inappropriately access Patient Data outside the Provider's explicitly authorized clinical scope constitutes a material breach of these Terms.

6. Patient Responsibilities

By using the Services, Patient acknowledges and agrees to the following:

• (a) Accurate Information. Patient will provide accurate and complete information to the Provider through the Platform.
• (b) No Emergency Use. Patient understands TrustRoom is an asynchronous communication platform and is not to be used for any emergency or time-sensitive communication. Patient will not use the Services or the Platform for such purpose and further agrees to use appropriate emergency services (911, 988) for any crisis situation.
• (c) Response Times. Patient understands messages are not monitored in real-time and the Provider will not respond within TrustRoom's platform.
• (d) Account Access. Patient will not share account credentials with any other person. Patient's account is personal and non-transferable.
• (e) Care Plan Engagement and Limitations. Patients are expected to provide appropriate and relevant responses to assigned care plans and journaling workflows. Patient expressly acknowledges that care plans and secure messaging are asynchronous administrative tools, not real-time monitoring systems. Under no circumstances shall care plan responses, journaling entries, or the platform be used to communicate a medical emergency, psychiatric crisis, intent to self-harm, or any situation requiring immediate attention. The Services are not a replacement for emergency medical services (such as 911 or the 988 Suicide & Crisis Lifeline) or formal crisis reporting channels. In the event of an emergency, Patient must immediately contact emergency services or proceed to the nearest emergency room.
• (f) Medical Record. Patient understands messages, audio recordings, mood logs, care plan responses, and any additional communications sent through the Platform may become part of their clinical record maintained by the Provider.
• (g) Profile Photo. If Patient uploads a profile photo, Patient is responsible for and guarantees the photo used is appropriate and does not contain content that violates the Acceptable Use Policy. Uploaded images are stored securely and are visible only to the Patient and their Provider.
• (h) System Integrity and Security. Patient agrees not to access, tamper with, or use non-public areas of the platform, TrustRoom's computer systems, or the technical delivery systems of our service providers. Patient shall not probe, scan, or test the vulnerability of any system or network, breach or circumvent any security or authentication measures, or attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Services. Patient further agrees not to introduce any viruses, malware, or other malicious code into the platform.

7. AI Features and Limitations

7.1 Description

The Services include artificial intelligence ("AI") features that process, transcribe, and summarize patient communications to assist Providers with administrative coordination, clinical documentation, and workflow efficiency. These features are further described in our Privacy Policy.

7.2 Limitations

• (a) Administrative Tool Only: The AI features are strictly administrative and communication support tools. They do not constitute medical advice, diagnosis, treatment, or clinical assessment.
• (b) Provider Verification: All AI-generated outputs, including but not limited to, communication themes, sentiment patterns, transcriptions, and clinical briefings, are generated by algorithms that may produce inaccuracies or omissions. Provider must independently review and verify all AI outputs against their own professional judgment before relying upon them or taking any administrative or clinical action.
• (c) No Automated Care: The AI does not make treatment decisions, generate prescriptions, independently flag medical emergencies, or communicate directly with Patients.

7.3 Data Processing and Use

AI processing is performed utilizing secure, HIPAA-compliant infrastructure and third-party Application Programming Interfaces (APIs) governed by applicable Business Associate Agreements. TrustRoom does not utilize Patient Data, transcriptions, or secure messages to train, retrain, or fine-tune foundational AI models. De-identified usage data may be utilized strictly for internal system optimization and performance monitoring, as described in our Privacy Policy.

8. Acceptable Use Policy

By using the platform, Users agree not to misuse the Services. Specifically, Users shall not, and shall not permit any third party to:

• (a) Use the Services for any purpose other than legitimate healthcare communication and administrative coordination.
• (b) Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable.
• (c) Attempt to gain unauthorized access to any portion of the Services, other Users' accounts, or any systems or networks connected to the Services.
• (d) Interfere with or disrupt the integrity or performance of the Services.
• (e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any portion of the Services.
• (f) Use automated means (bots, scrapers, crawlers) to access the Services without our express written permission.
• (g) Use the Services to collect, store, or process data in violation of HIPAA or any other applicable state and federal privacy laws.
• (h) Use data obtained from the Services to create, train, or improve any machine learning or artificial intelligence system, except as expressly permitted by these Terms.
• (i) Sublicense, sell, resell, transfer, or otherwise make the Services available to any third party.
• (j) Use the Services in any manner that could damage, disable, overburden, or impair the platform.
• (k) Use the Services to report, manage, or communicate regarding any medical emergency, psychiatric crisis, or situation requiring immediate clinical attention.

9. Intellectual Property

9.1 TrustRoom's Property

The Services, including but not limited to, all software, designs, text, graphics, logos, trademarks, and other content provided by TrustRoom (collectively, "TrustRoom IP"), are and shall remain the exclusive property of TrustRoom Connect, Inc. and its licensors. These Terms do not grant Users any right, title, or interest in the TrustRoom IP, except for the limited right to access and use the Services as described herein.

9.2 User Content

Users retain all rights to the Content submitted through the Services. By submitting Content, Users grant TrustRoom a limited, non-exclusive license to use such Content solely as necessary to provide the Services to Users, including processing, storing, transmitting, and displaying Content in connection with the platform's functionality. This license does not extend to the sale or commercial exploitation of User's Content. This license terminates when Patient or Provider accounts are closed, except as necessary for TrustRoom to comply with applicable law, technical backups, or the obligations set forth in the applicable Business Associate Agreement.

9.3 Patient Data Ownership

Patient Data (as defined herein) created or processed through the Services is owned by the Provider and/or Patient, as applicable under HIPAA and local state law. TrustRoom acts solely as a technical custodian and Business Associate regarding Patient Data and does not claim ownership over it.

9.4 Feedback

In consideration of the use of, and access to, the Services, User grants TrustRoom a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, modify, adapt, distribute, and incorporate User-provided suggestions, ideas, or feedback about the Services, without any restrictions, obligations, or additional payment.

10. Payment and Billing

10.1 Provider Subscription Model

• (a) Provider accounts are billed for platform access on a per-patient, per-month subscription basis. Billing is managed through Stripe, our third-party payment processor.
• (b) By submitting payment information, Provider authorizes TrustRoom and Stripe to charge the Provider's designated payment method for recurring subscription fees.
• (c) By subscribing, Provider acknowledges subscription fees are automatically adjusted as Patients are added to or removed from their account.

10.2 Fees and Changes

• (a) Current pricing is available on the TrustRoom website.
• (b) We reserve the right to modify subscription fees at any time, in our sole discretion. We will provide a thirty (30) day notice to Providers before the fee modification takes effect. Provider's continued use of the Services on or after the effective date of the fee change constitutes acceptance of the modified fee.
• (c) All fees are listed and shall be received in United States dollars. All fees are exclusive of applicable taxes.

10.3 Refund Policy

• (a) Subscription fees are non-refundable except as required by applicable state and federal law.
• (b) If a Provider believes they have been charged in error, Provider must contact support@trustroomconnect.com within thirty (30) days of the charge. By subscribing, Provider agrees all submitted error claims will be analyzed, determined, and resolved at TrustRoom's sole discretion.

10.4 Facilitation of Patient Payments (Stripe Connect)

• (a) The platform may provide integrations (via Stripe Connect) enabling Providers to collect payments directly from Patients for clinical services. TrustRoom strictly acts as a technical facilitator for this integration and is not a party to any payment agreement, fee dispute, or clinical transaction between the Provider and the Patient.
• (b) Provider is solely responsible for setting fees, communicating costs to Patients, issuing refunds for clinical services, and complying with all applicable billing regulations and ethical guidelines.

10.5 Payment Processor Terms

Stripe processes all payments and independently stores payment information. TrustRoom does not have direct access to, nor does it store, full credit card or bank account numbers. Use of Stripe's services is subject to Stripe's Terms of Service and Stripe's Privacy Policy.

11. Data Ownership, Export, and Portability

11.1 Patient Data Ownership

As set forth in Section 9.3, Patients and/or Providers retain all rights and ownership to Patient Data submitted to the Services, as determined by applicable state law and HIPAA. TrustRoom will not sell, license, or commercially exploit Patient Data.

11.2 Data Export

• (a) Providers may generate PDF exports of text-based clinical records, summaries, and transcripts at any time through the Provider Portal.
• (b) Because TrustRoom acts strictly as a data custodian, Patients seeking to export or access their records must submit requests directly to their authorized Provider. If a Patient contacts TrustRoom directly for record access, TrustRoom will redirect the inquiry to the appropriate Provider for clinical authorization and processing.

11.3 Data Handling Upon Termination

Upon the termination or closure of a User account (whether Patient or Provider):

• (a) A complete record export of the retained text-based Patient Data will be generated and archived to secure, encrypted long-term storage.
• (b) Active data associated with the terminated account will be removed from production systems following archive confirmation.
• (c) Archived records will be retained, maintained, or securely destroyed in strict accordance with the timelines and obligations set forth in the applicable Business Associate Agreement (BAA) and the Provider's documented instructions.
• (d) Users will be provided a reasonable opportunity to export accessible text records prior to final account closure and production system removal.

FERPA Compliance for Educational Institutions

This section applies when TrustRoom provides Services to an Institution (as defined in Section 1) on behalf of students.

School Official Designation

When providing Services to an Institution, TrustRoom is designated as a School Official with a Legitimate Educational Interest under the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, and its implementing regulations at 34 CFR Part 99. TrustRoom will access and process Student Data and Education Records solely for the purposes specified in the applicable Data Privacy Agreement ("DPA").

Student Data Ownership

All Student Data and Education Records processed through the Services remain the sole property of the Institution. TrustRoom acts as a technical custodian and does not claim any ownership interest in Student Data.

Prohibited Uses

TrustRoom shall not:

• (a) Sell, rent, or trade Student Data to any third party.
• (b) Use Student Data for advertising, marketing, or commercial purposes unrelated to the Services.
• (c) Build behavioral profiles of students for non-educational purposes.
• (d) Use Student Data to train, retrain, or fine-tune AI foundation models.

Data Return and Destruction

Upon termination of the agreement with an Institution:

• (a) TrustRoom will provide the Institution with a complete export of all Student Data within thirty (30) days of the termination effective date.
• (b) All Student Data will be securely destroyed within ninety (90) days of the termination effective date.
• (c) TrustRoom will provide written certification of data destruction in accordance with NIST Special Publication 800-88 (Guidelines for Media Sanitization).

Data Privacy Agreement

The full terms governing TrustRoom's processing of Student Data, including specific obligations under FERPA and applicable state student privacy laws, are set forth in the Data Privacy Agreement.

12. Term and Termination

12.1 Term

These Terms are effective when the User creates an account and shall remain in effect unless the account is terminated by either party in accordance with this Section.

12.2 Account Deactivation and Termination

(a) Patient Accounts:If a Patient account is deactivated or terminated (whether initiated by the Patient or the Provider), the Patient's access to the Services is immediately revoked. Upon deactivation, a final text export limited strictly to the Patient's own submitted messages and care plan responses ("Patient-Generated Content") will be securely provided to the Patient. The Provider will retain a copy of this communication history in their portal in accordance with their administrative and clinical record-keeping obligations.

(b) Provider Accounts: If a Provider initiates termination of their account, their active subscription will be immediately suspended, and the account will enter a thirty (30) day deactivation window. During this thirty (30) day period:

• (1) The Provider may access the platform in a restricted, read-only state solely to export Patient Data.
• (2) The Provider may elect to reactivate their account and resume their subscription without data loss.
• (3) All Patients associated with the Provider's account will have their active access to the Services immediately revoked.

(c) Permanent Account Closure:Upon the expiration of the Provider's thirty (30) day deactivation window without reactivation, the account will be permanently closed. At this time, any outstanding subscription fees will become immediately due and payable, and all Patient Data will be archived, maintained, or destroyed in strict accordance with Section 11 and the applicable Business Associate Agreement (BAA).

12.3 Termination by TrustRoom

We may suspend or terminate User's access to the Services:

• (a) If the User violates any of these Terms, the Acceptable Use Policy, or applicable law;
• (b) If required by law, court order, or regulatory authority; or
• (c) In TrustRoom's sole discretion, upon thirty (30) days' written notice to the User.

• (1) Upon delivery of a termination notice by TrustRoom, it is the Provider's sole responsibility to export all Patient Data from the platform prior to the final termination date.
• (2) TrustRoom operates solely as a technology provider and explicitly disclaims any and all liability for disruptions to patient care, administrative coordination, or compliance with medical record retention laws resulting from account termination or suspension. The responsibility for maintaining continuity of care and avoiding patient abandonment rests solely with the Provider.
• (3) In the event of termination by TrustRoom without cause, we will provide a pro-rated refund of prepaid fees for the unused portion of the subscription period to Providers.

12.4 Survival

Sections 3, 5(a), 5(h), 8, 9, 11, 13, 14, 15, and 16 shall survive termination of these Terms.

13. Disclaimers

13.1 "As Is" Basis

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 No Medical Advice

TRUSTROOM IS A TECHNOLOGY PLATFORM, NOT A HEALTHCARE PROVIDER. WE DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALL CLINICAL DECISIONS ARE MADE BY LICENSED PROVIDERS USING THEIR INDEPENDENT PROFESSIONAL JUDGMENT.

13.3 AI Disclaimer

AI-POWERED FEATURES ARE PROVIDED AS CLINICAL SUPPORT TOOLS ONLY. AI OUTPUTS MAY CONTAIN ERRORS AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY CLINICAL DECISION. PROVIDERS ARE SOLELY RESPONSIBLE FOR VERIFYING ALL AI OUTPUTS.

13.4 No Guarantee of Outcomes

WE DO NOT GUARANTEE ANY SPECIFIC CLINICAL OUTCOMES, TREATMENT RESULTS, OR THERAPEUTIC BENEFITS FROM USE OF THE SERVICES.

13.5 Service Availability

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN SERVICE AVAILABILITY BUT DO NOT GUARANTEE SPECIFIC UPTIME.

14. Limitation of Liability

14.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUSTROOM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO TRUSTROOM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) TWO HUNDRED U.S. DOLLARS ($200).

14.2 Exclusion of Damages

IN NO EVENT SHALL TRUSTROOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER TRUSTROOM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Exceptions

THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (C) TRUSTROOM'S OBLIGATIONS UNDER THE BUSINESS ASSOCIATE AGREEMENT.

14.4 Clinical Liability

TRUSTROOM SHALL NOT BE LIABLE FOR ANY CLINICAL DECISIONS MADE BY PROVIDERS, ANY HARM ARISING FROM THE PROVIDER-PATIENT RELATIONSHIP, OR ANY FAILURE BY A PROVIDER TO MEET THEIR PROFESSIONAL OBLIGATIONS. CLINICAL MALPRACTICE LIABILITY RESTS SOLELY WITH THE LICENSED PROVIDER.

15. Indemnification

15.1 By You

You agree to indemnify, defend, and hold harmless TrustRoom and its officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Your use of the Services in violation of these Terms.
• (b) Your violation of any applicable law or regulation.
• (c) Any Content you submit through the Services.
• (d) For Providers: any claims arising from clinical decisions, patient care, or the provider-patient relationship.

15.2 By TrustRoom

TrustRoom will indemnify, defend, and hold harmless you from and against any third-party claims alleging that your authorized use of the Services infringes a valid U.S. patent, copyright, or trademark, provided that you promptly notify us of such claim and cooperate in the defense.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions, except to the extent preempted by federal law (including HIPAA).

16.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall be resolved as follows:

• (a) Informal Resolution. The parties shall first attempt to resolve any dispute informally by contacting support@trustroomconnect.com. The parties agree to attempt good-faith negotiations for at least thirty (30) days before initiating formal proceedings.
• (b) Binding Arbitration. If informal resolution is unsuccessful, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Los Angeles, California. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• (c) Exceptions. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or enforce confidentiality obligations without first pursuing arbitration.

16.3 Class Action Waiver

YOU AND TRUSTROOM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16.4 Opt-Out of Arbitration

You may opt out of the arbitration and class action waiver provisions by notifying us in writing at support@trustroomconnect.com within thirty (30) days of accepting these Terms. If you opt out, disputes will be resolved in the state or federal courts located in Los Angeles, CA.

17. Changes to These Terms

• (a) We reserve the right to modify these Terms at any time. Material changes will be communicated through the platform and/or by email at least thirty (30) days before they take effect.
• (b) Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the changes.
• (c) If you do not agree to the revised Terms, you must stop using the Services and close your account before the effective date.
• (d) We will maintain a version history of these Terms, and prior versions will be available upon request.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, Business Associate Agreement, and any additional agreements you execute with TrustRoom, constitute the entire agreement between you and TrustRoom regarding the Services.

18.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.3 Waiver

The failure of TrustRoom to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. TrustRoom may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

18.5 Force Majeure

TrustRoom shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power failures, internet disruptions, or cyberattacks.

18.6 Notices

All notices to TrustRoom shall be sent to support@trustroomconnect.com. Notices to you will be sent to the email address associated with your account.

18.7 Electronic Communications

By using the Services, you consent to receive communications from TrustRoom electronically, including emails, in-app notifications, and push notifications. You agree that all agreements, notices, and disclosures provided electronically satisfy any legal requirement for written communication.

19. Contact Information

For questions about these Terms: