Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into between Cognitai Health Inc. (“Cognitai,” “we,” “us,” or “our”), a corporation organized under the laws of Quebec, Canada, and the subscribing clinic, licensed mental health professional, or authorized healthcare organization (“Provider,” “you,” or “your”).

By accessing or using the Cognitai platform, executing an order form, or subscribing to a plan, Provider agrees to be bound by this Agreement.

1. Services

Cognitai provides a Software-as-a-Service (SaaS) platform designed to support licensed mental health professionals through session intelligence tools, analytics, documentation assistance, and related features (the “Services”).

Services may include:

• Session preparation analytics
• Pattern recognition tools
• Documentation support
• Client engagement tools
• Optional wearable integrations

Cognitai may update or improve the Services from time to time, provided that core functionality is not materially reduced without notice.

2. Role of the Parties

2.1 Clinical Responsibility

• Cognitai is a technology provider only.
• Cognitai does not provide medical care, therapy, diagnosis, or treatment.
• All clinical decisions remain solely the responsibility of Provider.
• Provider retains full professional, ethical, and regulatory accountability.
• Provider is responsible for ensuring lawful patient consent where required, including any session recording or transcription where used.

Cognitai does not establish a clinician–patient relationship.

2.2 Regulatory Position

• In Canada, Cognitai acts as a Service Provider / Processor with respect to patient data.
• In the United States (if applicable), Cognitai acts as a Business Associate under HIPAA pursuant to a signed Business Associate Agreement (BAA).

Provider remains the data controller (or equivalent legal role) for patient records.

3. Subscription, Fees, and Credits

3.1 Subscription Model

• Recurring subscription plans
• Usage-based credit plans
• Hybrid models combining subscription and credits

Fees and pricing are specified in the applicable order form or pricing page.

3.2 Payment

Provider agrees to pay all fees in accordance with selected subscription terms.

Payments may be processed through authorized third-party payment processors.

Fees are non-refundable except as required by applicable law.

3.3 Credits

If credits are provided:

• Credits are usage-based units that may be purchased or granted for use within the Services.
• Credits may expire as specified in the applicable subscription plan or promotional terms.
• Credits are non-transferable, non-refundable, and not redeemable for cash.
• Credits have no monetary value outside the platform.
• Cognitai reserves the right to revoke or adjust credits issued in error, through abuse, or in violation of this Agreement.

4. Acceptable Use

Provider agrees not to:

• Use the Services in violation of applicable laws or professional regulations
• Attempt to reverse-engineer or disrupt the platform
• Use the Services for unlawful, fraudulent, or abusive purposes
• Upload unlawful or infringing content

Provider is responsible for ensuring lawful patient consent where required.

5. Data Protection and Security

Data handling is governed by the Provider Privacy Policy and applicable data processing agreements.

Cognitai implements industry-standard safeguards including:

• Encryption in transit (TLS 1.2+)
• Encryption at rest
• Role-based access controls
• Monitoring and logging

Cognitai does not use identifiable Provider or Patient data to train AI models unless explicitly agreed in writing.

6. AI and Decision Support Disclaimer

Provider acknowledges that:

• AI-generated outputs are assistive and informational only.
• AI outputs may contain errors or limitations.
• Provider must independently review and validate outputs before relying on them for clinical use.

Cognitai does not warrant clinical accuracy, diagnostic capability, or therapeutic outcomes.

7. Intellectual Property

Cognitai retains all rights, title, and interest in:

• The platform
• Software
• Algorithms
• System architecture
• Branding

Provider retains ownership of patient data and professional content uploaded to the platform.

Provider grants Cognitai a limited license to process such data solely to provide the Services.

8. Confidentiality

Each party agrees to maintain the confidentiality of non-public information disclosed by the other party.

Confidential information does not include information that:

• Is publicly available
• Was independently developed
• Is required to be disclosed by law

9. Term and Termination

9.1 Term

This Agreement remains in effect for the duration of the Provider’s subscription.

9.2 Termination by Provider

Provider may terminate in accordance with subscription terms.

9.3 Termination by Cognitai

Cognitai may suspend or terminate access if:

• Provider materially breaches this Agreement
• Continued access poses security or legal risk

Certain provisions (liability, IP, confidentiality) survive termination.

10. Disclaimer of Warranties

To the maximum extent permitted by law, the Services are provided “as is” and “as available.”

Cognitai disclaims all implied warranties, including fitness for a particular purpose and non-infringement.

Cognitai does not guarantee uninterrupted or error-free operation.

11. Limitation of Liability

To the fullest extent permitted by law:

Cognitai shall not be liable for indirect, incidental, special, consequential, or punitive damages.

Cognitai’s total aggregate liability under this Agreement shall not exceed the total fees paid by Provider to Cognitai during the twelve (12) months preceding the event giving rise to the claim.

Nothing in this section limits liability that cannot be limited under applicable law.

12. Indemnification

Provider agrees to indemnify and hold harmless Cognitai from claims arising out of:

• Provider’s clinical decisions
• Provider’s regulatory non-compliance
• Provider’s misuse of the Services

This indemnification does not apply to the extent resulting from Cognitai’s gross negligence or willful misconduct.

13. Governing Law

This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

The parties submit to the jurisdiction of the courts located in Montreal, Quebec.

Mandatory statutory rights prevail where applicable.

14. Assignment

Cognitai may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

Provider may not assign without prior written consent.

15. Entire Agreement

This Agreement, together with:

• The Provider Privacy Policy
• Any applicable Data Processing Agreement
• Any applicable Business Associate Agreement
• Applicable order forms

constitutes the entire agreement between the parties.

16. Contact

Cognitai Health Inc.
1250 Rue Guy, Suite #600
Montréal, QC H3H 2L3
Email: trust@cognitai.org