Clinic BAA

Last Updated: October 8, 2026

This Subscription Agreement (this “Agreement”) governs access to and use of the Application (defined below) and all related Services (defined below) provided by FlightPath Innovations LLC, a Utah limited liability company doing business as FPI Medical (“FPI,” “we,” “us,” or “our”).

Please read this Agreement carefully. By registering an Account (defined below), executing a Subscription Order (defined below), or accessing or using the Application, You agree to be bound by all terms of this Agreement, the Terms of Service, and our Privacy Policy, incorporated herein by reference.

Section 1: Defined Terms

Capitalized terms used in this Agreement have the meanings set forth below or where otherwise defined in this Agreement:

(a) “Application” means the authenticated, role-restricted area of fpimedical.com accessible only to Clinics and Authorized Users, used for managing medical records, medical exams, and clinical tasks.
(b) “Account” means a Clinic Account or an Authorized User Account, as applicable.
(c) “Authorized User” means an individual who (i) is authorized by Clinic to access the Application under Clinic’s Subscription Order, and (ii) has been issued login credentials for an Authorized User Account. Authorized Users include Clinic Administrators designated by Clinic within the Application.
(d) “Authorized User Account” means an individual user account registered with FPI for an Authorized User, used to access the Application on behalf of Clinic.
(e) “BAA” means a Business Associate Agreement executed by FPI. This Agreement contemplates multiple BAAs, including: (i) the Clinic BAA (defined below); and (ii) Subcontractor BAAs executed between FPI and its Subcontractors that process PHI on behalf of Clinic.
(f) “Clinic BAA” means the Business Associate Agreement executed between FPI and Clinic governing the use and disclosure of PHI by FPI as a Business Associate of Clinic.
(g) “Subcontractor BAA” means a Business Associate Agreement or Business Associate Subcontractor Agreement executed between FPI and a Subcontractor that processes PHI in connection with the Services.
(h) “Clinic” means a medical clinic or healthcare provider entity that has registered a Clinic Account with FPI and is authorized to access and use the Application. A Clinic is the contracting party responsible for all obligations under this Agreement and any applicable Subscription Order, including payment of fees and compliance with applicable law.
(i) “Clinic Account” means the organizational account registered by Clinic with FPI, used to manage billing, Authorized User access, subscription settings, and execution of Subscription Orders.
(j) “Clinic Administrator” means an individual designated by Clinic to have administrative privileges over the Clinic Account, including the ability to add, remove, and manage Authorized Users.
(k) “Confidential Information” means all non-public information disclosed by one Party to the other in connection with this Agreement, including technical, business, and operational information, but excluding information that: (i) is or becomes publicly available without breach; (ii) was known to the receiving party before disclosure; (iii) is independently developed without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained from a third party without restriction.
(l) “Customer Data” means all data, including PHI, uploaded, entered, or transmitted by Clinic or Authorized Users to the Application in connection with access and use of the Application or related Services.
(m) “De-identified Data” means data that has been de-identified in accordance with 45 C.F.R. § 164.514(b), as in effect on the Effective Date, such that it does not identify and cannot reasonably be used to identify an individual. FPI shall have sole discretion to determine whether data qualifies as De-identified Data, and any such determination made by FPI in good faith shall be conclusive. For the avoidance of doubt, any amendment, modification, or recodification of such regulation after the Effective Date shall not expand FPI’s obligations unless the Parties agree in writing to such expanded obligations.
(n) “Documentation” means the user guides, online help, and other technical documentation made available by FPI describing the features and functionality of the Application.
(o) “Effective Date” means the date this Agreement becomes effective upon your access or use of the Application.
(p) “Individual” or “Pilot” means a natural person whose personal information or PHI is processed on the Application on behalf of Clinic. Individuals and Pilots do not hold accounts on the Application and do not have direct access to the Application.
(q) “Party” means FPI or Clinic, as applicable, and “Parties” means FPI and Clinic collectively.
(r) “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property or proprietary rights, but excludes any rights in Customer Data.
(s) “Website” means the publicly accessible, unauthenticated area of fpimedical.com used for positioning, pricing, subscription signup, lead capture, and general marketing purposes. Use of the Website is governed by FPI’s separate Terms of Service.
(t) “Protected Health Information” or “PHI” means Protected Health Information as defined in 45 C.F.R. § 160.103, as in effect on the Effective Date. For the avoidance of doubt, any amendment, modification, or recodification of such regulation after the Effective Date shall not expand FPI’s obligations unless the Parties agree in writing to such expanded obligations.
(u) “Security Incident” means any unauthorized access to, acquisition of, or disclosure of Customer Data, or any event requiring notification under applicable law or the Clinic BAA.
(v) “Services” means the subscription services provided by FPI through the Application, including access to the Application, support, and related services described in the applicable Subscription Order.
(w) “Specially Protected Information” means information subject to heightened legal protections, including but not limited to substance use disorder records subject to 42 C.F.R. Part 2 (or any successor regulation thereto), psychotherapy notes, and other categories identified in applicable law, as in effect on the Effective Date.
(x) “Subcontractor” means a third party engaged by FPI to assist in providing the Services or processing Customer Data, including Subcontractors as identified in the Clinic BAA.
(y) “Subscription Order” means any ordering document, subscription registration, or online enrollment form that references this Agreement and specifies the Services, subscription tier, Authorized User rates, and Subscription Term.
(z) “Subscription Term” means the period during which You are authorized to access and use the Application and Services as specified in the Subscription Order.
(aa) “Usage Data” means aggregated, de-identified, or anonymized data derived from Clinic’s use of the Application that does not identify Clinic, any Authorized User, or any Individual.
(bb) “You” or “Your” means, as applicable: (i) a Clinic that has executed a Subscription Order; or (ii) an Authorized User accessing the Application on behalf of a Clinic.

Section 2: Services

2.1. Provision of Services

Subject to the terms of this Agreement and payment of all applicable fees, FPI grants Clinic a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Application solely for Clinic’s internal business purposes in connection with managing medical records and regulatory medical compliance tasks. Clinic may extend this right to its Authorized Users solely to the extent necessary for such Authorized Users to perform their duties on behalf of Clinic, subject to the terms of this Agreement. For the avoidance of doubt, Authorized Users do not receive any independent rights under this Agreement and may access the Application only through and on behalf of Clinic.

2.2. U.S.-Only Service

The Application is offered for use within the United States only. Clinic represents and warrants that it is located in the United States and that all of Clinic’s Authorized Users will access the Application solely from locations within the United States. FPI does not offer access or use of the Application or related Services to clinics located outside of the United States.

2.3. Service Levels

FPI shall use commercially reasonable efforts to make the Application available. FPI will provide reasonable advance notice of scheduled maintenance when practicable, except in cases of emergency maintenance required to protect the security or integrity of the Application. FPI shall not be liable for any unavailability of the Application, whether due to scheduled maintenance, unscheduled maintenance, or circumstances beyond FPI’s reasonable control.

2.4. Support

FPI will provide technical support for the Application to Clinics and Authorized Users as follows:

(a) Support Channels: Clinic may submit support requests via email at support@fpimedical.com or through the in-Application support portal;
(b) Hours of Availability: Support is available Monday through Friday, 8:00 a.m. to 6:00 p.m. Mountain Time, excluding federal holidays observed by FPI;
(c) Response Times: FPI will use commercially reasonable efforts to respond to support requests within one (1) business day for non-urgent issues and within four (4) hours for critical issues affecting Application availability or data integrity; and
(d) Scope: Support includes assistance with Application access, functionality questions, troubleshooting, and bug reporting. Support does not include training, customization, or assistance with matters outside the Application’s intended functionality.

2.5. Service Modifications

FPI may modify the features and functionality of the Application from time to time in its sole discretion. FPI shall provide at least thirty (30) days’ prior written notice of any material modification that would result in a material reduction in the core functionality of the Application as described in the Documentation. If any such material modification materially and adversely affects Clinic’s use of the Application, and FPI does not cure such adverse effect within thirty (30) days after Clinic’s written notice, Clinic may terminate the affected Subscription Order upon written notice to FPI and receive a pro-rata refund of prepaid fees for the terminated portion of the Subscription Term.

Section 3: Application Access and Use

3.1. Clinic Account Registration

To execute a Subscription Order, Clinic must first register a Clinic Account with FPI and execute a Clinic BAA. The Clinic Account serves as the administrative account for Clinic’s subscription and is used to manage billing, Authorized User access, subscription settings, and execution of Subscription Orders. Clinic shall designate at least one individual as a Clinic Administrator, who shall have administrative privileges over the Clinic Account, including the ability to add, remove, and manage Authorized Users. Clinic may designate multiple Clinic Administrators, each of whom shall have full administrative access to the Clinic Account and all Customer Data associated with the Clinic Account.

3.2. Authorized User Administration

Clinic is solely responsible for administering Authorized User roles, permissions, and access levels within the Application, including designating Clinic Administrators. Clinic shall promptly remove or downgrade access for any Authorized User whose role or employment with Clinic changes or terminates.

3.3. Authorized User Account Registration

Clinic may permit Authorized Users to access the Application subject to this Agreement. Each Authorized User is required to create an individual user account registered with FPI (an “Authorized User Account”). When creating an Authorized User Account, the Authorized User agrees to provide accurate and complete information to FPI, to update the Authorized User Account information if any changes occur, and further agrees that all communications, content, and information provided through the Authorized User Account will be accurate and complete.

3.4. Account Credentials

Clinic and each Authorized User must maintain a unique Account. Clinic shall ensure that it and its Authorized Users: (i) enable multi-factor authentication (MFA/2FA) as required by the Application; (ii) keep login credentials confidential and do not share credentials with any other individual; (iii) comply with the Application’s password rotation and complexity requirements; and (iv) notify FPI promptly of any suspected unauthorized access. FPI reserves the right to suspend any Account where a security concern exists.

3.5. Restrictions on Use

Clinic shall not, and shall not permit any Authorized User or third party to:

(a) Use the Application for any unlawful purpose or in violation of any applicable law or regulation;
(b) Upload or transmit any information to the Application that Clinic does not have the legal right to upload or process;
(c) Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Application;
(d) Modify, adapt, translate, or create derivative works of the Application;
(e) Sublicense, resell, lease, or distribute access to the Application to any third party;
(f) Interfere with or disrupt the integrity or performance of the Application;
(g) Attempt to gain unauthorized access to the Application or its related systems;
(h) Use the Application to store or transmit malicious code; or
(i) Remove, alter, or obscure any proprietary notices on the Application.

3.6. Unauthorized Use of Account

Clinic shall have sole responsibility for the security and use of their Clinic Account and each Authorized User Account, including responsibility for preventing any unauthorized use. Clinic is responsible for all activities occurring under its Authorized Users’ Accounts. If an Account is used in connection with any fraudulent, unlawful, or otherwise illegal activity, FPI reserves the right to hold Clinic and the applicable Authorized User liable for any and all damages FPI may suffer, either directly or as a result of any action against FPI by a third party.

3.7. Account Suspension

FPI may terminate or suspend an Account or the associated login credentials in the event of any conduct that FPI deems, in its sole discretion, to be illegal, improper, unacceptable, or in any other way a breach of this Agreement. In the event of suspension of an Account, the affected Clinic or Authorized User agrees to immediately cease access to the Application and Customer Data. For the avoidance of doubt, suspension of an individual Authorized User’s Authorized User Account does not affect Clinic’s obligation to pay fees or Clinic’s other Authorized Users’ access to the Application, except as FPI may determine in its sole discretion.

3.8. Limits on Account Transfers

Each Account is unique to the individual Clinic or Authorized User and may not be sold, shared, or transferred to any other individual. No Clinic or Authorized User shall make their Account credentials available for use by any third party.

Section 4: Clinic Responsibilities

4.1. Compliance with Laws

Clinic and its Authorized Users shall use the Application in compliance with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to HIPAA, FAA regulations, and any applicable state privacy laws. Clinic acknowledges that it is a Covered Entity (or operates under the authority of a Covered Entity) under HIPAA and is solely responsible for its own HIPAA compliance program.

4.2. Authorizations and Consents

Clinic is solely responsible for: (i) obtaining all necessary authorizations, consents, and permissions from Pilots and other Individuals prior to uploading, entering, or transmitting their information, including any Customer Data, to the Application; (ii) responding to revocations of authorization from such Pilots or other Individuals; (iii) providing all required notices to Pilots and other Individuals under applicable law; and (iv) ensuring that materials uploaded to the Application may lawfully be uploaded and processed.

4.3. Specially Protected Information

Clinic shall notify FPI prior to uploading any Specially Protected Information to the Application, including but not limited to substance use disorder records subject to 42 C.F.R. Part 2, rehabilitation records, or other information requiring heightened protections. Clinic acknowledges that additional safeguards or consent requirements may apply to such information.

4.4. Review of Outputs

Clinic acknowledges and agrees that: (i) the Application includes a deterministic parsing function that extracts data from forms uploaded by Client into structured fields; (ii) all parsed data is unverified until Clinic reviews and affirmatively submits such data; and (iii) Clinic is solely responsible for reviewing, verifying, and approving all data and outputs generated by the Application before relying upon them.

Section 5: Fees and Payments

5.1. Fees and Payment Terms

Clinic shall pay all fees specified in the applicable Subscription Order. Fees are calculated on a per-Authorized User basis at the rate specified in the Subscription Order, and Clinic shall pay applicable fees for each Authorized User with access to the Application during the Subscription Term. Unless otherwise specified in the Subscription Order, all fees are due within thirty (30) days of invoice date and are non-refundable except as expressly set forth in this Agreement. Payment is processed through Stripe. Clinic agrees to maintain a valid payment method on file.

5.2. Taxes

All fees are exclusive of taxes. Clinic is responsible for all applicable sales, use, and other taxes, excluding taxes on FPI’s net income.

5.3. Late Payments

Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If any amount remains unpaid for more than thirty (30) days after the due date, FPI may, upon ten (10) days’ prior written notice to Clinic, suspend Clinic’s and its Authorized Users’ access to the Application until all outstanding amounts, including accrued interest, are paid in full. Any suspension under this Section shall not relieve Clinic of its obligation to pay fees during the suspension period. Clinic shall reimburse FPI for all reasonable costs of collection, including attorneys’ fees, incurred in collecting overdue amounts.

5.4. Fee Changes

FPI may modify fees upon sixty (60) days’ prior written notice. Fee changes will take effect at the start of the next Subscription Term unless Clinic provides written notice of non-renewal prior to the effective date of such change.

Section 6: Intellectual Property

6.1. FPI Intellectual Property

FPI and its licensors retain all right, title, and interest in and to the Application, Documentation, and all related technology, including all Intellectual Property Rights therein. No rights are granted to You except as expressly set forth in this Agreement.

6.2. Customer Data

Clinic retains any right, title, and interest in and to Customer Data. Clinic grants FPI a limited, non-exclusive license to use, process, and store Customer Data solely to provide the Services and as otherwise permitted under this Agreement and applicable FPI BAA.

6.3. Feedback

If You provide suggestions, ideas, or feedback regarding the Application, FPI may use such feedback without restriction or obligation.

Section 7: Representations and Warranties

7.1. Mutual Representations

Each Party represents and warrants that: (i) it has the full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution, delivery, and performance of this Agreement does not conflict with any other agreement to which it is a party; and (iii) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

7.2. FPI Representations and Warranties

FPI represents and warrants that: (i) the Services will be performed in a professional and workmanlike manner consistent with industry standards; (ii) the Application will materially conform to the Documentation; (iii) FPI has all rights necessary to grant the licenses and rights granted to Clinic under this Agreement; (iv) FPI will not knowingly introduce any virus, worm, Trojan horse, or other malicious code into the Application; and (v) FPI will comply with all laws applicable to FPI’s provision of the Services. FPI makes no representation or warranty regarding the conduct, qualifications, or compliance of any Clinic or Authorized User, or the accuracy or completeness of any Customer Data. For any breach of the warranties in this Section, Clinic’s exclusive remedy and FPI’s sole liability shall be, at FPI’s option, to: (a) re-perform the non-conforming Services at no additional cost; (b) correct the Application to materially conform to the Documentation; or (c) if FPI is unable to cure such breach within thirty (30) days, terminate the affected Subscription Order and refund to Clinic a pro-rata portion of prepaid fees for the terminated portion of the Subscription Term.

7.3. Clinic Representations and Warranties

Clinic represents and warrants that: (i) all registration and account information provided to FPI is accurate and complete; (ii) Clinic will comply with all applicable federal, state, and local laws, regulations, and industry standards in its use of the Services, including HIPAA, FAA regulations, and applicable state privacy laws; (iii) Clinic has obtained all necessary authorizations, consents, and permissions required under applicable law to upload, transmit, and process Customer Data through the Application; (iv) Customer Data and Clinic’s use of the Services will not infringe or misappropriate any third-party intellectual property or other rights; (v) Clinic will ensure that each Authorized User is properly trained on the use of the Application and on applicable privacy and security requirements before such Authorized User is granted access to the Application; (vi) Clinic will ensure that each Authorized User has agreed in writing to terms and conditions at least as protective as those set forth in this Agreement prior to being granted access to the Application; and (vii) Clinic is and will remain solely responsible for the acts and omissions of its Authorized Users in connection with the Application, including any breach of this Agreement by an Authorized User.

7.4. Authorized User Representations and Warranties

By accessing or using the Application, each Authorized User represents and warrants that: (i) such Authorized User has the authority to act on behalf of Clinic; (ii) such Authorized User has reviewed and agrees to be bound by the terms of this Agreement; (iii) all information provided by such Authorized User to FPI in connection with the Application, including information provided during Account registration, is accurate and complete; (iv) such Authorized User will comply with all applicable laws, regulations, and industry standards in their use of the Application, including HIPAA, FAA regulations, and applicable state privacy laws; (v) such Authorized User will not access the Application or Customer Data except as necessary to perform their duties on behalf of Clinic and in accordance with this Agreement; (vi) such Authorized User will maintain the confidentiality of their Account credentials and will not share such credentials with any other individual; (vii) such Authorized User will promptly notify Clinic and FPI of any suspected unauthorized access to their Account or any suspected Security Incident; and (viii) such Authorized User will comply with all policies and procedures established by Clinic and FPI regarding use of the Application. Clinic shall be responsible for any breach of this Section 7.4 by any Authorized User as if such breach were committed by Clinic.

Section 8: Confidentiality

8.1. Obligations

Each Party agrees to: (i) hold the other Party’s Confidential Information in confidence; (ii) not disclose Confidential Information to third parties except as permitted herein; and (iii) use Confidential Information only for purposes of performing under this Agreement. Confidential Information may be disclosed to employees, contractors, and advisors with a need to know, provided they are bound by obligations of confidentiality at least as protective as those herein.

8.2. Exceptions

The confidentiality obligations do not apply to information that a Party can demonstrate: (i) is or becomes publicly available without breach; (ii) was known to it before disclosure; (iii) was independently developed without use of the disclosing Party’s Confidential Information; or (iv) was rightfully received from a third party without restriction.

8.3. Compelled Disclosure

A Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing Party (to the extent legally permitted) gives prompt written notice to the other Party to allow it to seek protective measures.

Section 9: Data, Privacy, and Security

9.1. Customer Data

FPI processes Customer Data solely as directed by Clinic and as necessary to provide the Application and the Services to Clinic. FPI’s system administrators may access Customer Data solely to the extent necessary to maintain the infrastructure, manage users, and review audit logs in connection with the operation and security of the Application, as set forth in the Clinic BAA. FPI’s data processing practices are described in FPI’s Privacy Policy.

9.2. Usage Data

FPI may collect and use Usage Data for purposes of operating, improving, and benchmarking the Application, provided that such data is aggregated and de-identified in compliance with applicable law and does not identify Clinic, any Authorized User, or any Pilot or other Individual.

9.3. Relationship to Clinic BAA

Clinic acknowledges that in the course of providing the Services, FPI may create, receive, maintain, or transmit PHI on behalf of Clinic. The use and disclosure of PHI is governed by the separately executed Clinic BAA.

9.4. Security

FPI shall maintain administrative, technical, and physical safeguards designed to protect Customer Data in accordance with the Clinic BAA and FPI’s Privacy Policy.

9.5. Security Incidents Involving Customer Data

FPI shall provide notice of any Security Incident involving Customer Data in accordance with the timelines and procedures set forth in the Clinic BAA and applicable law. For the avoidance of doubt, a Security Incident means any unauthorized access to, acquisition of, or disclosure of Customer Data, including PHI. Because Usage Data is aggregated and de-identified and does not identify Clinic, any Authorized User, or any Individual, unauthorized access to Usage Data does not constitute a Security Incident requiring notice under this Section or the Clinic BAA.

9.6. Re-Identification of Usage Data

In the event FPI becomes aware that any Usage Data has been re-identified or linked to an identifiable Individual, Clinic, or Authorized User, such re-identified data shall be treated as Customer Data for purposes of this Agreement, and FPI shall promptly notify Clinic when applicable and take reasonable steps to mitigate any harm.

9.7. Audit Rights

Upon Clinic’s written request, and no more than once per calendar year, FPI shall provide Clinic with a summary of the results of FPI’s most recent penetration test of the Application. FPI shall respond to reasonable written security questionnaires from Clinic within thirty (30) days of receipt. To the extent the Clinic BAA provides for additional audit rights with respect to PHI, the terms of the Clinic BAA shall govern.

Section 10: Disclaimers

10.1. No Medical, Legal, or Aviation Advice

THE APPLICATION IS A TOOL DESIGNED TO ASSIST CLINICS IN MANAGING MEDICAL RECORDS AND REGULATORY MEDICAL COMPLIANCE TASKS. FPI DOES NOT PROVIDE MEDICAL ADVICE, REGULATORY ADVICE, LEGAL ADVICE, OR PROFESSIONAL CONSULTATION OF ANY KIND. FPI IS NOT RESPONSIBLE FOR ANY MEDICAL, REGULATORY, OR COMPLIANCE DETERMINATIONS MADE BY CLINIC OR ANY AUTHORIZED USER. CLINICS ARE SOLELY RESPONSIBLE FOR ALL CLINICAL JUDGMENTS, COMPLIANCE DECISIONS, AND MEDICAL COMPLIANCE DETERMINATIONS.

10.2. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE APPLICATION AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FPI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FPI DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10.3. Application Outputs

FPI MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA PARSED, EXTRACTED, OR DISPLAYED BY THE APPLICATION. ALL APPLICATION OUTPUTS REQUIRE HUMAN REVIEW AND CLINIC VERIFICATION BEFORE USE.

Section 11: Limitation of Liability

11.1. Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FPI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

11.2. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FPI’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID OR PAYABLE BY CLINIC TO FPI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Section 12: Indemnification

12.1. Indemnification by Clinic

Clinic shall defend, indemnify, and hold harmless FPI and its parents, subsidiaries, affiliates, partners, vendors, licensors, contractors, and agents, including any owners, managers, officers, employees, successors, assigns, representatives, and attorneys thereof, from and against any and all third-party claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to: (i) Clinic’s or any Authorized User’s breach of this Agreement; (ii) Clinic’s or any Authorized User’s violation of applicable law, including HIPAA, FAA regulations, and applicable state privacy laws; (iii) Customer Data or Clinic’s or any Authorized User’s use of the Application infringing or misappropriating any third-party intellectual property or other rights; (iv) Clinic’s failure to obtain required authorizations, consents, or permissions from Pilots or other Individuals prior to uploading their information to the Application; (v) any claim by a Pilot or other Individual arising from Clinic’s or any Authorized User’s use of the Application, including claims related to the accuracy, completeness, or handling of Customer Data; (vi) any medical, regulatory, or compliance determination made by Clinic or any Authorized User, including any FAA or airline medical compliance decision; or (vii) the acts or omissions of Clinic’s Authorized Users in connection with access to or use of the Application.

12.2. Indemnification by FPI

FPI shall defend, indemnify, and hold harmless Clinic and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to: (i) any claim that the Application, as provided by FPI and used by Clinic in accordance with this Agreement, infringes or misappropriates any United States patent, copyright, trademark, or trade secret of a third party; or (ii) FPI’s gross negligence or willful misconduct in the performance of its obligations under this Agreement. If the Application becomes, or in FPI’s reasonable opinion is likely to become, the subject of an infringement claim, FPI may, at its sole option and expense: (a) procure for Clinic the right to continue using the Application; (b) modify the Application to make it non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Subscription Order and refund to Clinic a pro-rata portion of prepaid fees for the terminated portion of the Subscription Term. FPI shall have no obligation under this Section to the extent any claim arises from: (1) Clinic’s modification of the Application; (2) Clinic’s combination of the Application with third-party products, services, or data not provided by FPI; (3) Clinic’s use of the Application other than in accordance with this Agreement and the Documentation; or (4) Customer Data.

12.3. Indemnification Procedures

A Party seeking indemnification (the “Indemnified Party”) shall: (i) promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure; (ii) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party shall not settle any claim in a manner that admits liability on the part of the Indemnified Party or imposes obligations on the Indemnified Party without the Indemnified Party’s prior written consent; and (iii) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense.

Section 13: Term and Termination

13.1. Term

This Agreement commences on the Effective Date and continues for the initial Subscription Term specified in the Subscription Order. The initial Subscription Term may be monthly or annual, as selected by Clinic. Thereafter, this Agreement will automatically renew for successive renewal periods of the same duration as the initial Subscription Term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

13.2. Termination for Cause

Either Clinic or FPI may terminate this Agreement upon written notice if: (i) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (ii) the other party becomes subject to bankruptcy, insolvency, or similar proceedings.

13.3. Termination for Convenience

Either Clinic or FPI may terminate this Agreement for any reason or no reason upon ninety (90) days’ prior written notice to the other party.

13.4. Effect of Termination

Upon termination or expiration: (i) Clinic’s right to access and use the Application immediately ceases; (ii) FPI shall make Customer Data available for export in a commonly used, machine-readable format for a period of sixty (60) days following termination; and (iii) after such export period, FPI shall delete Customer Data in accordance with the Clinic BAA and, upon Clinic’s written request, provide written certification of such deletion.

13.5. Data Retention Post-Termination

Notwithstanding Section 13.4, FPI may retain Customer Data as required by applicable law or regulation, including the applicable required retention period as described in the Privacy Policy. Such retained data shall remain subject to the confidentiality and security obligations of this Agreement and the Clinic BAA.

13.6. Survival

Sections that by their nature should survive termination shall survive, including Section 6 (Intellectual Property), Section 7 (Representations and Warranties), Section 8 (Confidentiality), Section 10 (Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), and Section 14 (Miscellaneous).

Section 14: Miscellaneous

14.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.

14.2. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator and shall take place in Salt Lake City, Utah. The arbitrator shall apply the substantive law of the State of Utah, without regard to its conflict of laws principles. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or related legal proceeding shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

14.3. Notices

All notices to Clinic under this Agreement shall be in writing and sent to the addresses specified on the Subscription Order (or such updated addresses as Clinic may provide). All notices to FPI under this Agreement shall be in writing and addressed to:

FlightPath Innovations LLC (dba FPI MEDICAL)

3081 E 3300 S Ste 5 #123
Millcreek, UT 84109

Email: support@fpimedical.com

14.4. Assignment

Neither Clinic nor FPI may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.

14.5. Force Majeure

FPI shall not be liable for any failure or delay in performance of any obligation under this Agreement or BAA due to causes beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, or interruptions in telecommunications or internet services.

14.6. Export Compliance

Clinic shall comply with all applicable export and import control laws and regulations, including the Export Administration Regulations and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Clinic represents and warrants that neither Clinic nor any Authorized User is (i) located in, or a national or resident of, any country subject to U.S. trade sanctions, (ii) identified on any U.S. government restricted party list, or (iii) owned or controlled by any such person or entity. Clinic shall not export, re-export, or transfer any technical data, software, or services obtained from FPI in violation of such laws or regulations. Clinic shall indemnify and hold harmless FPI from any claims, damages, losses, or expenses arising from Clinic’s or any Authorized User’s violation of this Section.

14.7. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, Clinic BAA, any applicable Subscription Order, and exhibits or schedules hereto, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and communications. In the event of any conflict between the terms of this Agreement and any Subscription Order, the terms of the Subscription Order shall control. In the event of any conflict between this Agreement and the Clinic BAA with respect to PHI, the Clinic BAA shall control.

14.8. Amendments

FPI may update this Agreement from time to time. Material changes include, but are not limited to, changes to the scope of permitted uses, limitations of liability, indemnification obligations, dispute resolution procedures, or data collection practices. Material changes will be communicated at least thirty (30) days prior to taking effect by email to the contact information on file with Clinic’s account and by a banner notice displayed within the Application. Continued use of the Application after the effective date of any amendment constitutes acceptance of the amended terms.

14.9. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.10. Waiver

No failure or delay by either Party in exercising any right hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any right preclude further exercise.

14.11. Independent Contractors

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between You and FPI.

14.12. Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights. For the avoidance of doubt, Pilots and Individuals are not third-party beneficiaries of this Agreement and do not have direct enforcement rights hereunder.

14.13. Subcontractors

FPI may engage Subcontractors to assist in providing the Services. To the extent any Subcontractor processes, stores, or transmits PHI in connection with the Services, FPI shall enter into a Subcontractor BAA with such Subcontractor prior to permitting such Subcontractor to access PHI. FPI remains responsible for the acts and omissions of its Subcontractors to the extent required under the Clinic BAA and applicable law.

14.14. Counterparts; Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same legal effect as original signatures.