TERA PRO PRACTITIONER PLATFORM AGREEMENT

Last Updated: March 1, 2026

This Agreement governs access to and use of the TeraPro platform ("Platform") by licensed healthcare professionals and clinics ("Practitioner").

By creating a TeraPro account, Practitioner agrees to this Agreement.

1. Platform Nature

Tera provides a technology platform offering AI-assisted workflow tools, protocol generation support, adherence tracking, and patient engagement tools.

Tera does not practice medicine.

Tera does not employ healthcare providers.

Tera does not provide clinical services.

2. Professional Responsibility

Practitioner represents and warrants that:

  • They are legally authorized to provide the services they offer to their clients or patients under applicable laws and regulations in the jurisdictions where they operate.
  • They will use the Platform strictly within their lawful scope of practice and credentials.
  • If Practitioner is licensed, they are in good standing in each jurisdiction where they provide services.
  • If Practitioner is not licensed, they will not use the Platform to provide medical diagnosis, treatment, or services requiring licensure.
  • Practitioner retains sole responsibility for all professional decisions, recommendations, and services provided to their clients or patients.
  • AI-generated outputs are assistive tools only. Practitioner must independently review and determine appropriateness before delivery.

3. No Corporate Practice of Medicine

Nothing in this Agreement creates:

  • A partnership
  • An employment relationship
  • A joint venture
  • A healthcare provider relationship between Tera and patients

Practitioner operates as an independent provider.

4. HIPAA & PHI

If Practitioner is a Covered Entity, Tera shall act as a Business Associate pursuant to a separate executed Business Associate Agreement ("BAA").

Practitioner remains responsible for lawful patient consent and compliance with applicable healthcare laws.

5. Indemnification

Practitioner agrees to indemnify and hold harmless Tera from claims arising from:

  • Clinical decisions
  • Scope of practice violations
  • Malpractice claims
  • Patient treatment outcomes

6. Payment & Fees

Tera may offer the Platform under free, beta, subscription, usage-based, enterprise, revenue-sharing, or other pricing models as determined by Tera in its sole discretion.

If Practitioner enrolls in a paid plan:

  • Practitioner agrees to pay all applicable fees as described at the time of enrollment.
  • Fees may include subscription fees, per-clinician fees, per-patient fees, usage-based fees, enterprise fees, or other mutually agreed pricing structures.
  • All fees are non-refundable unless otherwise stated.
  • Tera reserves the right to modify its pricing structure or introduce new fees upon reasonable notice. Continued use of the Platform after such notice constitutes acceptance of updated pricing.

Practitioner is responsible for all taxes associated with use of the Platform, excluding taxes based on Tera's net income.

If fees are not paid when due, Tera may suspend or terminate access to the Platform.

During any beta or promotional period, access may be provided at no cost. Tera reserves the right to transition Practitioner to a paid plan upon prior notice.

7. Prohibited Use

Practitioner may not:

  • Use the Platform in any manner that exceeds or violates their lawful scope of practice, credentials, certifications, or authority under applicable laws.
  • Use the Platform to provide medical diagnosis, treatment, or services that require professional licensure unless properly licensed to do so.
  • Represent themselves as a physician, licensed healthcare provider, or medical professional if they are not.
  • Rely solely on AI-generated outputs without independent professional judgment.
  • Use the Platform in a manner that violates healthcare, telehealth, consumer protection, or data protection laws.
  • Misrepresent Tera as a provider of medical services.
  • Share login credentials or allow unauthorized access.

8. Limitation of Liability

Tera's liability shall not exceed fees paid by Practitioner in the previous 12 months.

9. Termination

9.1 Term

This Agreement begins on the date Practitioner first accepts it and continues until terminated in accordance with this Section.

9.2 Self-Serve Practitioners

If Practitioner enrolls in a self-serve or subscription-based plan without a separately executed written agreement:

  • Practitioner may terminate this Agreement at any time by discontinuing use of the Platform and, if applicable, canceling their subscription through the account settings.
  • Failure to pay applicable fees may result in suspension or termination of access.
  • Tera may suspend or terminate access for non-payment, violation of this Agreement, or unlawful use.

9.3 Enterprise or Contracted Clinics

If Practitioner or Practitioner's organization has entered into a separate written agreement (e.g., Master Services Agreement, Enterprise Agreement, or Order Form) with Tera, termination shall be governed by the termination provisions in that agreement.

In the event of conflict between this Agreement and a separately executed written agreement, the written agreement shall control.

9.4 Immediate Termination for Cause

Tera may immediately suspend or terminate access if:

  • Practitioner violates applicable law;
  • Practitioner exceeds lawful scope of practice;
  • Practitioner engages in fraudulent or harmful conduct;
  • Continued access presents regulatory, reputational, or legal risk.

9.5 Effect of Termination

Upon termination:

  • Practitioner's access to the Platform may be disabled;
  • Outstanding fees remain due;
  • Data retention and deletion shall be governed by applicable law, HIPAA obligations, and any separate agreement.

10. Dispute Resolution

10.1 Informal Resolution

The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through informal negotiations for at least thirty (30) days before initiating formal proceedings.

10.2 Binding Arbitration (Self-Serve Practitioners)

If Practitioner has not entered into a separately executed written agreement with Tera, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

The arbitration shall:

  • Be conducted by a single arbitrator;
  • Take place in Delaware;
  • Be conducted in English;
  • Allow for reasonable discovery;
  • Permit award of attorneys' fees to the prevailing party.

Judgment on the award may be entered in any court of competent jurisdiction.

10.3 Enterprise Agreements Control

If Practitioner or Practitioner's organization has entered into a separately executed written agreement with Tera, dispute resolution shall be governed exclusively by the terms of that agreement.

10.4 Injunctive Relief

Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for:

  • Intellectual property violations
  • Data security breaches
  • Unauthorized use of the Platform

11. Changes to These Terms

We may update these Terms periodically.

Material updates will be communicated through the app or email.

Continued use of the Services constitutes acceptance of the revised Terms.

12. Contact Information

EcoWarrior, Inc. dba Tera

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