TERMS AND CONDITIONS FOR RISE MD LLC

TERMS AND CONDITIONS

Last Modified: March 18, 2026

These Terms of Service (this “Agreement”) is a binding contract between You (“Customer,” “Authorized User,” “Client” “you,” or “your”) and Z3 Holdings LLC dba RISEDDS (“Provider," “we,” “our,” or “us”). This Agreement governs your access to and use of our Website, Platform, related web pages, products, and services, which may you desire to use or access.

YOU AUTOMATICALLY AGREE TO THESE TERMS OF SERVICE AND PRIVACY POLICY BY USING OR LOGGING INTO THE PROVIDER WEBSITE OR SERVICES AND/OR ENTERING INTO A SERVICE AGREEMENT WITH US. BY ACCESSING OR USING THE PROVIDER SERVICES OR WEBSITE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PROVIDER SERVICES OR WEBSITE. CONTINUED USE WILL BE CONSIDERED ACCEPTANCE OF THESE TERMS OF SERVICE.

Definitions.
1. "Authorized User(s)," "Customer," or "Client" used interchangeably means an entity or individual, including their representatives, employees, consultants, contractors, and agents, who is authorized to access and use the Provider services or website under the rights granted pursuant to this Agreement or related Service Agreement.
2. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User to the Provider services or website.
3. "Platform" means the digital and online platform operated by Provider and accessible via Provider's website or through any other designated digital means, which facilitates Users, including Authorized Users, designed for marketing attribution, demographic analysis, and patient, competition mapping, including but not limited to Rise Recall, Rise Platform, or Rise products or solutions. The Platform includes, but is not limited to, all software, applications, interfaces, associated media, documentation, updates, and upgrades that are provided or made available to Customer and Authorized Users by Provider.
4. "Provider IP" means all intellectual property owned by or licensed to Provider, including, without limitation, all patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, and any other proprietary rights, as well as all software, technology, algorithms, databases, methodologies, and processes used or developed by Provider in connection with providing the Provider services or website including any updates, enhancements, or modifications thereto, as well as all related documentation and materials provided or made available by Provider.
5. "Provider services or website" means the Rise DDS Web-based, AI-powered platform and any and all related web pages thereto.
6. "Service Agreement" means a separate contractual agreement entered into between the Customer and the Provider, outlining the specific terms, conditions, and obligations related to the provision of services by the Provider to the Customer. The Service Agreement may detail the scope of services, service fees, payment terms, duration, and other relevant provisions agreed upon by the parties in connection with the use of the Provider services or website.
Access and Use.
1. Provision of Access. Subject to the terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Provider services or website in accordance with the terms and conditions herein.
2. Account. You may be required to create an account and specify a password in order to use certain services or features on the Provider services or website. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself.
3. Use Restrictions. You shall not and shall not permit any Authorized Users to use the Platform in any manner that is not expressly authorized by this Agreement. Specifically, the Authorized Users shall not: (i) copy, reproduce, modify, distribute, display, perform, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Platform; (ii) access or attempt to access any systems or servers on which the Platform is hosted, or modify or alter the Platform in any way; (iii) use the Platform for any purpose that is unlawful, prohibited by this Agreement, or infringe on the rights of Provider, its customers, or any third party; (iv) use the Platform to post or transmit any material that is inappropriate, offensive, defamatory, infringing, obscene, or unlawful; (v) use the Platform to advertise or offer to sell goods and services for any commercial purpose, unless specifically permitted by Provider; (vi) gather, collect, or store personal information about others without their explicit consent; or (vii) use the Platform for any purpose that could damage, disable, overburden, or impair any Provider server, or the network(s) connected to any Provider server, or interfere with any other party's use and enjoyment of the Platform. The Authorized User acknowledges that failure to adhere to these use restrictions may result in termination of access to the Platform, legal action, and/or other measures deemed necessary by Provider.
4. Right to Ban. Provider reserves the right, at its sole discretion, to ban any Customer or Authorized User from the Platform and to terminate their access to the Provider Services and Website for violating any of the terms of this Agreement or other applicable Platform Rules, as may be amended from time to time, including but not limited to the Use Restrictions and Acceptable Use Policy. Such ban may be temporary or permanent, as determined by Provider. The decision to ban a Customer or Authorized User and the duration of such ban shall be made by Provider in its sole discretion. Upon imposing such a ban, Provider shall notify the affected Customer or Authorized User of the decision and the reason for the ban. This right is in addition to any other rights and remedies available to Provider under this Agreement or applicable law.
5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Provider services or website and collect and compile data and information related to your and the Authorized Users' use of the Provider services or website to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Provider services or website ("Aggregated Statistics"). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data input into the Provider Services and Website. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
6. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
Customer Responsibilities.
1. Acceptable Use Policy. The Platform is designed to provide marketing attribution, demographic analysis, patient and competition mapping, and related business intelligence services. As such, the Platform may be used solely for lawful business purposes consistent with the Platform's intended functionality. All users must comply with all applicable laws, regulations, and this Agreement in their use of the Platform. Specifically, users shall not use the Platform to:
  1. Engage in any illegal activity or the promotion of illegal activities, including but not limited to copyright infringement, trademark infringement, or the unauthorized use of intellectual property.
  2. Submit, input, or otherwise make available through the Platform any data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
  3. Manipulate, falsify, or disguise the origin or authenticity of any data or information transmitted through the Platform.
  4. Input, submit, or otherwise make available through the Platform any data or information that the user does not have a right to use or disclose under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
  5. Use the Platform in any manner that negatively affects other users' ability to access or use the Platform's services and functionality.
  6. Interfere with or disrupt the Platform, servers, or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform.
2. By accessing or using the Platform, you agree to comply with these guidelines and to use the Platform in a manner consistent with its intended purpose ia respectful, lawful, and professional manner.
3. Account Use. You are responsible and liable for all uses of the Provider services or website resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Provider services or website and shall cause Authorized Users to comply with such provisions.
4. Customer Data. You hereby grant Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Provider services or website to you.
5. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Provider services or website confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
Support. This Agreement does not entitle you to any support, maintenance, upgrades, or modifications for the Provider Services and Website.
Service Fee. In consideration of Provider's access grant, Customer shall pay to Provider the service fee in accordance with Service Agreement, which is incorporated herein by reference. The service fee must be paid by Customer in accordance with the payment terms set forth in the Service Agreement. Failure to make timely payments may result in suspension or termination of access to the Provider Services and Website, at Provider’s sole discretion. This shall be in addition to any and all other remedies available under this Agreement, the Service Agreement, or law.
Confidential Information. During the term of this Agreement and thereafter, Customer shall maintain the confidentiality of any proprietary or confidential information disclosed by us ("Confidential Information") using the highest degree of care to prevent unauthorized use or disclosure. Confidential Information shall include, but is not limited to, any and all information related to our business, products, services, research, development, pricing, technology, algorithms, methodologies, source code, software, employees, customers, customer data, marketing plans, strategies, and any information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by us, as evidenced by written records; (b) becomes publicly known and made generally available after disclosure by us through no action or inaction of Customer or your representatives; (c) was already in the possession of Customer at the time of disclosure by us, as evidenced by Customer's written records dated prior to the time of disclosure and that was not obtained directly or indirectly from us; (d) is obtained by Customer from a third party who had a lawful right to disclose such information without any obligation of confidentiality. Customer shall not, during the term of this Agreement or the Service Agreement, whichever is later, and for a period of five (5) years after its termination or expiration (or indefinitely for information constituting trade secrets under applicable law), (i) disclose any Confidential Information to any third party without our prior written consent, or (ii) use any Confidential Information for any purpose other than performance under this Agreement. Customer shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas or algorithms of any Confidential Information. Customer shall ensure that all Authorized Users, employees, contractors, and agents who have access to Confidential Information are bound by written confidentiality obligations at least as protective as those set forth in this Agreement prior to being granted such access. Upon termination or expiration of this Agreement or Service Agreement, or upon our written request, Customer shall immediately return or destroy (at our election) all Confidential Information and any copies thereof in any form or medium. Customer acknowledges that any breach or threatened breach of this Section may cause irreparable harm to us for which monetary damages would be an inadequate remedy, and that we shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond, in addition to all other remedies available at law or in equity.
Privacy Policy. Provider complies with its privacy policy available at https://risedds.com/privacy-policy/ ("Privacy Policy") in providing the Provider Services and Website. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Provider Services and Website, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with Privacy Policy, as may be amended from time to time.
Intellectual Property Ownership; Feedback.
1. Provider IP. As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
2. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider Services and Website, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
Disclaimer of Warranties. THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Marketing Disclaimer. Customer acknowledges and agrees that any form of marketing facilitated through the use of Provider's services or website is inherently speculative. Provider makes no guarantees, representations, or warranties regarding the success, effectiveness, or results of any marketing activities conducted through the Platform. Customer assumes all risks associated with marketing endeavors and understands that outcomes may vary significantly.
Artificial Intelligence Disclaimer. Notwithstanding the foregoing, Z3 Holdings LLC expressly disclaims any warranty, representation, or liability related to or arising out of the Artificial Intelligence (AI) functionalities and services integrated within the Provider Services and Website, including but not limited to, the accuracy, reliability, or correctness of AI-generated content or predictions. The AI functionalities are provided "AS IS" and "AS AVAILABLE" for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In no event will Z3 Holdings LLC be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or any other damages or losses, including but not limited to loss of profits, revenue, data, or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, the AI functionalities or any other part of the Provider Services and Website. Z3 Holdings LLC does not assume any responsibility, and will not be liable, for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Provider Services and Website or your downloading of any materials, data, text, images, video, or audio from the Provider Services and Website. The use of AI functionalities within the Provider Services and Website is at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of such AI functionalities.
Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any losses, damages, liabilities, or costs (including attorneys' fees) resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") arising out of or related to the (i) negligence or willful misconduct; (ii) use of the Provider IP in a manner not authorized by this Agreement; or (iii) use of the Provider IP in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing. In the event Provider seeks indemnification or defense from Customer under this provision, Provider shall promptly notify you in writing of the claim(s) brought against Provider for which Provider seeks indemnification or defense. Provider reserves the right, at its option and in its sole discretion, to assume full control of the defense of the claim(s) with legal counsel of Provider's choice. Customer may not enter into any third-party agreement which would, in any manner whatsoever, affect Provider's rights, constitute an admission of fault by Provider, or bind Provider in any manner, without Provider's prior written consent.
Limitation of Liability for IT and Communication Issues. Provider shall not be held liable for any issues related to Customer IT systems, including but not limited to the failure of contact forms to be received through the website, or any disruptions in the functionality of the Client's website, social media profiles, including but not limited to Google My Business or Google Business profiles. The Client acknowledges and agrees that it is solely responsible for ensuring the proper operation of its IT systems and any associated contact forms, and any lost revenue or damages arising from such IT or communication issues shall be the sole responsibility of the Client and its IT service provider. Provider expressly disclaims any and all liability for any interruptions, delays, or incapacitations of such systems, and Client agrees to indemnify Provider from any claims arising therefrom.
Limitations of Liability. PLEASE NOTE THAT PROVIDER WILL NOT BE HELD LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY CUSTOMER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. IN NO EVENT WILL PROVIDER BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY INCREASED COSTS, DIMINUTION IN VALUE, OR LOSS OF BUSINESS, PRODUCTION, REVENUES, OR PROFITS. FURTHERMORE, PROVIDER WILL NOT BE HELD RESPONSIBLE FOR ANY LOSS OF GOODWILL OR REPUTATION, USE, INTERRUPTION, DELAY OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY. PLEASE NOTE THAT PROVIDER'S TOTAL LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICES RECEIVED BY PROVIDER IN THE THREE MONTHS PRECEEDING AN ALLEGED EVENT OR CLAIM OF DAMAGE.
Non-Disparagement. Customer agrees not to make, publish, or communicate to any person or entity or in any public forum any false or misleadingly false statements, comments, or remarks that could reasonably be expected to harm the reputation of Provider, its business, or its services. Any violation of this Section shall be considered a material breach of this Agreement.
Term and Termination. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until Customer discontinues use of Provider Services and Website. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6. No expiration or termination of this Agreement will affect Customer's obligation to pay all fees that may have become due before such expiration or termination, or entitle Customer to any refund. This Section 16 and Sections 5, 6, 10, 11, 12, 13, and 14 survive any termination or expiration of this Agreement in addition to any sections or provisions that shall survive by their express terms.
Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify the Provider services or website from time to time with or without notice. This will include but is not limited to, the right to change or suspend functionality, features, or change fees. Your continued use of the Provider services or website after the effective date of such modifications will be deemed acceptance of the modifications. You are free to discontinue use but will remain obligated for any fees due in accordance with any Service Agreement in effect between you and us.
1. Amendment and Notification. Provider reserves the right to modify or amend this Agreement any time. Users will be notified of any material changes to this Agreement by email to the address associated with their account and/or by posting a notice on the Platform at least thirty (30) days prior to the effective date of such changes. Continued use of the Platform after the effective date of any changes constitutes acceptance of the modified policy.
Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of or related to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the State of Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum
Dispute Resolution. In connection with the use of the Platform, related website pages, and services, all users, including but not limited to, Customers, Authorized Users, and Clients (collectively, "Users"), agree to resolve all disputes, with Z3 Holdings LLC as to any dispute, whether in equity or law, in accordance with the following Dispute Resolution Policy. This policy applies to the extent that disputes arise through the use of our Platform, related websites, or services.
This Dispute Resolution Policy shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
1. Mediation: In the event of any dispute, controversy, or claim arising from or related to this Agreement, or the breach thereof, the parties hereto agree to attempt in good faith to settle the dispute through mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration or any other dispute resolution procedure. The mediation shall be conducted in the State of Florida, unless both parties agree otherwise in writing. Each party will bear its own costs in the mediation and will share equally the fees of the mediator unless otherwise agreed. The parties agree to participate in the mediation in good faith with the aim to resolve the dispute within forty-five (45) days from the date of notice of dispute by one party to the other.
2. Binding Arbitration: Any dispute, controversy, claim, or disagreement arising out of or relating to this Agreement, inclusive of issues of provision interpretation, or the breach thereof, which cannot be resolved through mediation as set forth in the Mediation Clause of this Agreement, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be the State of Florida, and the arbitration shall be conducted in the English language. The parties agree that the decision of the arbitrator(s) shall be final and binding on the parties. Notwithstanding the foregoing, Z3 Holdings LLC reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction to protect or enforce its intellectual property rights or in cases where arbitration is not permitted by law.
Attorney Fees. In the event of any litigation, arbitration, or other legal proceedings between us and you arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs, attorneys' fees, and other expenses incurred by the prevailing party in such litigation, arbitration, or other proceedings.
Miscellaneous.
1. Entire Agreement: This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
2. Notices: Any notices to us must be sent to our corporate headquarters address available at Slusher & Rosenblum, P.A. 444 W Railroad Ave Ste 470, West Palm Beach, FL 33401 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us.
3. Communication Consent: Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Provider Services and Website. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
4. Severability: The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
5. Waiver: Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.
6. Assignment: This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.