Cortex Health Platform Terms

1. Definitions

"Provider" means Cortex Health / Zoolstra LTD, a corporation incorporated under the laws of Alberta, Canada, operating as Cortex Health.

"Client" means the individual or entity identified in a signed Scope of Work agreement.

"Platform" means the Cortex Hidden Revenue Intelligence system, including all 28 components, data infrastructure, AI systems, and managed services described in the applicable Scope of Work.

"Provider IP" means all methodologies, frameworks, algorithms, templates, processes, strategies, data models, campaign structures, conversion tracking systems, AI configurations, and proprietary tools developed or deployed by Provider.

"Client Data" means all patient data, EMR records, business records, and Client's pre-existing content.

"Scope of Work" means the executed agreement between Provider and Client that incorporates these Terms by reference.

2. Services

Provider shall deliver the services described in the applicable Scope of Work. The Platform deploys in phases as outlined in each Scope of Work. Provider manages, optimises, and continuously improves the Platform on Client's behalf throughout the Term.

Scope Exclusions

Unless explicitly stated in the Scope of Work, Services do not include: custom software development, daily reporting or real-time dashboard access, unlimited creative revisions, guaranteed revenue outcomes, social media management, or print, radio, television, or out-of-home advertising.

3. Intellectual Property

Provider IP. All Provider IP remains the exclusive property of Provider. Client receives a non-exclusive, non-transferable, revocable licence to benefit from Provider IP during the Term only. This licence revokes immediately upon termination for any reason.

Client Data. All Client Data remains Client's property. Provider has no ownership interest in Client's patient data, EMR records, or business records.

Campaign Assets. Ad copy, landing page content, creative assets, and campaign structures created by Provider are Provider IP licensed to Client during the Term. Upon termination, Client may request transfer of Google Ads account data and campaign performance history. Landing page templates, tracking configurations, and proprietary integrations are not transferable.

Network Intelligence. Aggregated and anonymised conversion data, bidding models, and performance benchmarks derived from Client's campaigns may be retained and used by Provider for internal benchmarking and product improvement across the Provider's client portfolio, provided such use does not identify Client or Client's patients.

4. Fees and Payment

Fees are set out in the applicable Scope of Work. Invoices are due on the first of each calendar month. Late invoices accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. Provider may suspend Services if any invoice remains unpaid for 30 or more days.

All fees are exclusive of applicable taxes. Client is responsible for all applicable sales taxes, GST, HST, or equivalent.

5. Client Obligations

Client shall provide all access, credentials, materials, and approvals required for Platform deployment within the timelines specified in the Scope of Work. If Client fails to provide required access within 14 days of Provider's written request, Provider's performance obligations are suspended for the duration of the delay.

Client shall not modify, pause, or interfere with campaigns, tracking configurations, or AI systems deployed by Provider without prior written consent. Client shall not engage competing services for overlapping scope without prior written consent.

6. Privacy and Data Protection

US Clients — HIPAA

For US-based clients, Provider acknowledges that Client's practice involves Protected Health Information as defined by HIPAA. A Business Associate Agreement is incorporated into each US client's Scope of Work and governs the use, disclosure, and safeguarding of PHI. Provider implements and maintains appropriate administrative, physical, and technical safeguards to protect PHI.

Canadian Clients — PIPEDA and Provincial Health Information Acts

For Canadian clients, Provider complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial health information statutes including PHIA (Manitoba), HIA (Alberta), PHIPA (Ontario), and BC PIPA. A Canadian Privacy Addendum is incorporated into each Canadian client's Scope of Work.

Breach Notification

In the event of a privacy breach, Provider will notify Client within 30 days of discovery, provide information sufficient to fulfill Client's breach notification obligations, and cooperate fully in breach remediation.

Data at Termination

Upon termination, Provider will, at Client's election, return all personal health information within 30 days or securely destroy it and provide written certification of destruction.

7. Term and Termination

The initial Term is set out in the applicable Scope of Work, typically 18 months. After the initial Term, the agreement renews automatically for successive 12-month periods unless either Party provides 60 days written notice of non-renewal.

Early Termination by Client. Client may terminate during the Term by paying a Liquidated Damages fee equal to the greater of: (a) 50% of the total fees remaining in the current Term; or (b) 3 months fees at the then-current rate.

Termination for Cause by Provider. Provider may terminate immediately if Client: engages in abusive or threatening behaviour; fails to provide required access on two or more occasions within 90 days; modifies deployed technology without consent; engages overlapping services in violation of exclusivity; or fails to pay any invoice within 30 days.

Effect of Termination. Upon termination: Client's IP licence ceases; Provider deactivates all managed systems within 5 business days; Provider transfers Google Ads account data and campaign history within 30 days; call tracking numbers forward to Client for 60 days; all personal health information is returned or destroyed.

8. Limitation of Liability

Results Disclaimer. Provider does not guarantee any specific revenue outcome, patient volume, cost-per-lead, or return on advertising spend. All projections are estimates based on comparable engagements and are not contractual commitments.

Liability Cap. Provider's total liability under any Scope of Work shall not exceed the total fees paid by Client in the six months preceding the claim.

Exclusion. In no event shall either Party be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost revenue.

9. Non-Solicitation

During the Term and for 12 months following termination, Client shall not directly solicit, recruit, or engage any Provider employee, contractor, or vendor who was involved in delivering Services.

During the Term and for 12 months following termination, Client shall not directly engage any technology vendor introduced by Provider to replicate the Services, unless such vendor was already engaged by Client prior to the Effective Date.

10. General

Governing Law. These Terms are governed by the laws of the Province of Alberta and the applicable federal laws of Canada, regardless of where the Client is located. Both parties consent to the exclusive jurisdiction of the courts of Alberta for any dispute not resolved through arbitration. HIPAA compliance obligations applicable to US-based client engagements are maintained independently of this governing law provision.

Dispute Resolution. Disputes shall first be submitted to good faith negotiation for 30 days. If unresolved, disputes shall be submitted to binding arbitration administered by the ADR Institute of Canada under its Commercial Arbitration Rules. Arbitration shall be conducted in Calgary, Alberta.

Amendments. Provider may update these Terms with 30 days written notice to active clients. Individual Scope of Work agreements may only be amended by written instrument signed by both parties.

Entire Agreement. These Terms, together with the applicable Scope of Work and any incorporated exhibits, constitute the entire agreement between the Parties and supersede all prior discussions and agreements.

Questions About These Terms

Contact: Todd Dean · Zoolstra Ltd. operating as Cortex Health · 336-919 Centre St NW, Calgary, AB T2E 2P6 · cortexhq.io