HOSPITAL FOCUS CK — TERMS OF SERVICE Version 2.3.0 | Last Updated: June 23, 2026 1. ACCEPTANCE OF TERMS By creating an account or accessing Hospital Focus CK ("Platform"), you ("Customer") agree to these Terms of Service ("Terms"). "Customer" refers to both the individual user and the healthcare organization they represent. "Licensed User" means any individual or organization with an active, paid subscription. If you do not agree, do not use the Platform. 2. SERVICE DESCRIPTION Hospital Focus CK provides: a) A supply chain savings initiative library with 300+ strategic playbooks b) Project management tools (Kanban board, Discovery Wizard, RFP Scoring Matrix) c) Document generation (vendor notices, charters, meeting kits, strategy briefs) d) Savings Capture at project close (baseline vs. final negotiated price, and Cost Avoidance tracking) e) Executive dashboards with savings pipeline tracking f) 5x Identified Opportunity Guarantee tracking (Section 4A) Hospital Focus CK does NOT provide and shall not be construed as providing: a) Legal, medical, clinical compliance, or financial advice b) Binding benchmark data or guaranteed realized savings c) Automated purchasing, ordering, or contract execution d) Patient care or clinical treatment recommendations e) Group Purchasing Organization (GPO) contract administration f) Actuarial, tax, or insurance guidance 3. ACCOUNTS & ACCESS a) Authority. You represent and warrant that you have the authority to bind your organization to these Terms. b) Security. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. c) Single Tenant. One organization per tenant instance. Multi-facility health systems may request consolidated access under an Enterprise agreement. d) Credential Sharing Prohibited. Sharing login credentials with unauthorized individuals will result in immediate account suspension without refund. e) Acceptable Use. You may not: (i) reverse engineer, decompile, or disassemble the Platform; (ii) use automated scrapers, bots, or data extraction tools; (iii) use the Platform for competitive intelligence purposes; (iv) sublicense, resell, or redistribute access without a written Partner Agreement; (v) attempt to circumvent security measures, access controls, or rate limits; (vi) upload malicious code, viruses, or harmful content. 4. SUBSCRIPTION & BILLING a) Plans. Current subscription plans and pricing are published at hospitalfocus.net/pricing. b) Billing Cycle. Subscriptions are billed annually in advance. Monthly billing is available at a 20% premium. c) Trial. 30-day free trial with full Platform access. No credit card required. d) Refunds. Except for the 5x Identified Opportunity Guarantee in Section 4A, all subscription fees are non-refundable, including for monthly subscriptions and after any trial period. Cancellation under Section 4(f) stops the next automatic renewal but does not refund fees already paid. Customers may evaluate the Platform during the 30-day free trial (Section 4(c)) before any charge is incurred. e) Automatic Renewal. Your subscription automatically renews at the end of each billing period at the then-current rate unless canceled. We will provide renewal notice via email: - Annual subscriptions: 45 days and 15 days before renewal date - Monthly subscriptions: 7 days before next billing date f) Cancellation. You may cancel at any time via Settings > Billing. Cancellation takes effect at the end of the current billing period. No partial-period refunds for monthly subscriptions. g) Non-Payment. Accounts with payments overdue by more than 30 days will be suspended. Data is retained for 60 days during suspension. After 90 days of non-payment, the account is terminated and data is deleted per Section 10. h) Taxes. All prices are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, or other taxes. 4A. IDENTIFIED OPPORTUNITY GUARANTEE a) Commitment. For Strategic tier subscribers, Hospital Focus CK guarantees that the Platform will identify savings opportunities equal to at least five times (5x) the Customer's actual contracted annual subscription price for the subscribing tenant, as stated on the Customer's Order Form or invoice, within 90 days of the Customer's first Discovery Wizard run ("Evaluation Period"). For monthly subscriptions, "annual subscription price" means the annualized contracted amount (the monthly price multiplied by twelve). Where a single Customer subscribes more than one tenant, the Guarantee is computed and applied separately for each tenant. b) Definition. "Identified Savings" means the aggregate estimated savings calculated by the Platform by applying methodology-derived savings percentage ranges (drawn from published procurement and consulting methodologies and category archetypes) to the Customer-provided baseline spend data the Customer enters during the Discovery Wizard. The Platform does not maintain a vendor-pricing database, GPO contract index, or market benchmark, and does not represent that it knows any vendor's actual prices. Identified Savings are estimates only and do not represent guaranteed realized savings. c) Baseline Snapshot. Upon completion of the Discovery Wizard, the Platform captures a cryptographic snapshot of Customer's baseline spend inputs ("Day 0 Snapshot"). This snapshot is immutable and serves as the reference for Guarantee evaluation. d) Activation Requirements. The Guarantee is active only if Customer: (i) completes at least one Discovery Wizard run; (ii) activates at least three (3) initiative playbooks during the first 60 days, where "activate" means moving a playbook into Customer's Savings Pipeline (the "Activate" action); and (iii) provides legitimate, good-faith baseline spend data. e) Voiding Conditions. The Guarantee is void if: (i) Customer fails to activate at least three (3) playbooks within 60 days; (ii) Customer fails to complete at least one Discovery Wizard run within 60 days; (iii) Customer refuses to engage with customer success onboarding; (iv) Customer provides intentionally inaccurate or artificially deflated spend data; or (v) savings opportunities are identified but Customer declines to act due to internal clinical preference or executive override (the Platform proved the savings exist; clinical refusal is not a software failure). f) Remedy. If Identified Savings are less than five times (5x) the Customer's actual contracted annual subscription price (determined under Section 4A(a)) at the end of the Evaluation Period, and the Guarantee has not been voided per Section 4A(e), Customer may request a full refund of the subscription fees actually paid to date for the subscribing tenant. To invoke the Guarantee, Customer must submit the request in writing to Hospital Focus CK within thirty (30) days after the end of the Evaluation Period. Refund is capped at subscription fees actually paid and excludes professional services, custom playbook fees, and implementation costs. This refund is the Customer's sole and exclusive monetary remedy for any failure of the Guarantee. Upon issuance of a refund under this Guarantee, the subscription terminates immediately and all access to the Platform is revoked. g) Dispute Resolution. Guarantee disputes follow the process in Section 12. h) Enterprise Tier. Enterprise tier guarantees are individually negotiated and documented in the applicable Order Form. 5. DATA OWNERSHIP & PORTABILITY a) Customer Data. You retain all rights to data you enter into the Platform ("Customer Data"). b) Platform IP. Hospital Focus CK owns the Initiative Library, playbook content, templates, algorithms, methodologies, and all proprietary frameworks. c) Export. Upon request or account termination, Customer may export all Customer Data in JSON or CSV format within 30 days. d) Deletion. After 30 days post-termination, all Customer Data is permanently deleted from production systems. Backup copies are purged within 90 days. e) Generated Outputs. Documents generated by the Platform (e.g., Vendor Notices, CFO Charters, Strategy Briefs) are licensed to Customer for internal use only. f) Aggregated Data. Hospital Focus CK may use anonymized, aggregated data derived from Customer's use of the Platform to improve services, refine its savings methodologies, and develop new features. Such aggregated data will not identify Customer or any individual. g) Feedback. Any feedback, suggestions, or ideas provided to Hospital Focus CK may be used to improve the service without obligation or compensation. 6. INTELLECTUAL PROPERTY a) Ownership. The Initiative Library, savings methodologies, insider intelligence, playbook content, Savings Capture calculation logic, and all proprietary frameworks are the exclusive intellectual property of Hospital Focus LLC. b) Restrictions. Customer may not reproduce, distribute, or share playbook content outside their organization without written permission. c) Generated Documents. Documents generated by the Platform using Customer Data are owned by Customer once generated. d) Screenshots. Screen captures of the Platform are permitted for internal presentations and board reports only. Public distribution requires written approval. 7. ANTI-CIRCUMVENTION a) Partner/Consultant Restriction. If Customer is using the Platform as a 1099 Partner or Consultant, Customer may not use proprietary playbook content, insider intelligence, generated documents, or platform-derived data to provide services to clients who are not Licensed Users of Hospital Focus CK. b) General Knowledge Exception. This clause does not restrict Customer's use of general supply chain knowledge, industry best practices, or publicly available information. c) Extraction Prohibited. Customer may not extract, scrape, or systematically download playbook content for use outside the Platform. d) Audit Rights. Hospital Focus CK reserves the right to audit Partner accounts for compliance with this Section 7 upon 30 days written notice. e) Remedies. Violation of this Section 7 entitles Hospital Focus CK to immediate account termination, forfeiture of remaining subscription fees, and pursuit of injunctive relief. f) Severability. If any provision of this Section 7 is held unenforceable in any jurisdiction, the remaining provisions continue in full force and effect. 8. LIMITATION OF LIABILITY a) Tool Disclaimer. Hospital Focus CK is a decision-support tool. All procurement decisions, vendor selections, contract negotiations, and policy changes are at the sole discretion and responsibility of Customer's organization. b) No Guarantee of Savings. Savings estimates and projections are illustrative and are calculated by applying methodology-derived savings percentage ranges to the Customer's own self-reported spend data. They are not based on, and do not reflect, any proprietary pricing database, GPO contract index, or market benchmark maintained by Hospital Focus CK. Actual results may vary materially based on Customer's specific circumstances, market conditions, vendor relationships, and implementation quality. c) Liability Cap. IN NO EVENT SHALL HOSPITAL FOCUS LLC'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. The refund payable under the Section 4A Identified Opportunity Guarantee is a contractual price adjustment, is governed solely by Section 4A, and is neither limited by nor counted against the cap in this Section 8(c). The cap in this Section 8(c) does not apply to Customer's indemnification obligations under Section 11, to amounts owed to Hospital Focus CK for fees, or to Customer's breach of Section 6 (Intellectual Property) or Section 7 (Anti-Circumvention). d) Exclusion of Damages. IN NO EVENT SHALL HOSPITAL FOCUS LLC BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY. e) Clinical Decisions. Hospital Focus CK expressly disclaims any liability for adverse clinical outcomes, patient harm, or regulatory penalties arising from procurement decisions made using Platform information. 9. UPTIME & AVAILABILITY a) Target. 99.9% monthly uptime (excluding scheduled maintenance). The uptime target is a goal, not a warranty; the Strategic tier provides no service-level credits or remedies for failure to meet it, and availability is otherwise governed by Sections 8 and 13. b) Maintenance. Scheduled maintenance windows: Sundays 2:00-6:00 AM Eastern Time with 48-hour advance notice. c) SLA Credits. No SLA credits in the Strategic tier. Enterprise tier agreements include SLA credits as specified in the applicable Order Form. 10. TERMINATION a) By Customer. Cancel anytime via Settings > Billing. Effective at end of current billing period. b) By Hospital Focus CK. We may terminate or suspend for: (i) non-payment exceeding 30 days; (ii) material breach of these Terms; (iii) illegal activity; or (iv) violation of Section 7 (Anti-Circumvention). c) Data Export. 30-day data export window post-termination. d) Survival. Sections 5 (Data Ownership), 6 (IP), 7 (Anti-Circumvention), 8 (Liability), 11 (Indemnification), and 12 (Disputes) survive termination. 11. INDEMNIFICATION Customer shall indemnify and hold harmless Hospital Focus LLC from any claims, losses, or damages arising from: (a) Customer's use of the Platform; (b) Customer's breach of these Terms; (c) any procurement decision made using Platform information; or (d) Customer's violation of applicable law. 12. DISPUTE RESOLUTION a) Informal Resolution. The parties shall first attempt to resolve disputes through good-faith negotiation for 30 days. b) Arbitration. If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Wilmington, Delaware. c) Class Action Waiver. Customer waives the right to participate in class actions, representative actions, or class-wide arbitration. If this class action waiver is found to be invalid, illegal, or unenforceable in its entirety as to any dispute, then the entire arbitration agreement in this Section 12 shall be null and void as to that dispute, and such dispute shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware, rather than in arbitration. d) Injunctive Relief. Nothing in this Section prevents either party from seeking injunctive relief in a court of competent jurisdiction for IP violations. 13. FORCE MAJEURE Neither party shall be liable for delays or failures in performance resulting from acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, or other circumstances beyond the party's reasonable control. 14. GOVERNING LAW These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. 15. CHANGES TO TERMS Hospital Focus CK may modify these Terms at any time. We will provide Customer with at least thirty (30) days' advance notice of any material changes via email or through the Platform. Material changes will not apply during Customer's then-current active subscription term and will only take effect upon Customer's next subscription renewal, except where such modifications are required by applicable law, regulation, or regulatory authority (such as a new privacy or healthcare compliance mandate), in which case they shall take effect as and when legally mandated. Continued use of the Platform or payment of renewal invoices following the effective date of the changes constitutes Customer's acceptance of the modified Terms. Non-material or administrative modifications take effect immediately upon posting. 16. ENTIRE AGREEMENT These Terms, together with the Data Protection Addendum, Privacy Policy, and Master Disclaimer, constitute the entire agreement between the parties regarding the Platform. Any prior agreements or representations are superseded. In the event of a conflict among these documents, the following order of precedence governs, from highest to lowest: (1) a mutually executed Order Form or Enterprise Agreement; (2) the Data Protection Addendum; (3) these Terms of Service; (4) the Master Disclaimer; and (5) the Privacy Policy. The Data Protection Addendum controls over these Terms solely with respect to data protection and security matters. 17. ASSIGNMENT Customer may not assign or transfer these Terms, in whole or in part, without Hospital Focus CK's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided the successor is not a competitor of Hospital Focus CK and assumes all obligations. Hospital Focus CK may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties' permitted successors and assigns.