Terms & Conditions — Connect by Active SOS

Section 1

Acceptance of Terms

These Terms & Conditions ("Terms") govern your access to and use of the Active SOS platform, including the Active SOS mobile application, the Connect provider portal accessible at activesos-portal.netlify.app (also reachable at provider.activesos.com), and all related websites and services (collectively, the "Service"), operated by Calm Water Trading, LLC dba Active SOS ("Company," "we," "us," or "our").

By accessing the Service, registering an account, or using any feature of the platform, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you must discontinue use immediately.

In these Terms, "you" refers to you as an individual and to any entity you represent. If you are accessing the Service on behalf of a medical practice or organization, you represent that you have authority to bind that entity to these Terms.

For Medical Practices: By enrolling your practice in the Active SOS platform, the practice administrator agrees to these Terms on behalf of all staff and physicians accessing the Service through that practice account.

Section 2

Definitions

The following terms have specific meanings throughout this Agreement:

Company — Calm Water Trading, LLC dba Active SOS, 12520 Rockwood Avenue, Oklahoma City, OK 73170.

Service — The Active SOS mobile application, the Connect provider portal, all associated websites, APIs, and related services.

Portal / Connect — The web-based provider dashboard used by medical practices to manage patients, triage alerts, and generate billing documentation.

Patient User — An individual who downloads the Active SOS mobile app and submits health alerts through the platform.

Provider User — A licensed physician, medical staff member, or practice administrator who accesses the Connect portal on behalf of a registered medical practice.

PHI — Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations.

Device — Any internet-connected computing device used to access the Service, including smartphones, tablets, and computers.

Cookie — A small data file stored on your Device by your web browser to maintain sessions, preferences, and analytics.

Third Party — Any entity other than you and the Company, including subprocessors, payment processors, and SMS delivery providers.

Section 3

License & Access

Subject to your compliance with these Terms, the Company grants you a revocable, non-exclusive, non-transferable, limited license to access and use the Service solely for your practice's internal operational purposes — specifically, the management of enrolled patients and the receipt and triage of patient-submitted health alerts.

This license does not include the right to sublicense, resell, or make the Service available to any third party outside your registered practice. The Service is intended exclusively for use by authorized healthcare providers and their staff at enrolled medical practices.

Your account credentials are personal and non-transferable. You are responsible for maintaining the confidentiality of your login information and for all activity that occurs under your account.

Section 4

Restrictions

You agree not to, and will not permit others to:

License, sell, rent, lease, assign, distribute, transmit, host, or otherwise commercially exploit the Service or make it available to any third party outside your registered practice.
Modify, create derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Service.
Remove, alter, or obscure any proprietary notice (including any copyright or trademark notice) of the Company or its affiliates, partners, or licensors.
Use the Service to transmit any unsolicited communications, spam, or marketing messages to patients or other recipients.
Use the Service in any manner that violates HIPAA, the TCPA, applicable state privacy laws, or any other applicable law or regulation.
Attempt to gain unauthorized access to any portion of the Service or any system or network connected to the Service.
Use any automated tool, script, or bot to access, scrape, or interact with the Service without the Company's prior written consent.

Violation of any restriction may result in immediate suspension or termination of your account without notice, and may subject you to legal liability.

Section 5

HIPAA & Health Data

The Service is designed for use by HIPAA-covered entities (medical practices) and may involve the transmission and storage of Protected Health Information. Where the Company acts as a Business Associate to a covered entity, the parties will enter into a Business Associate Agreement (BAA) that governs the use and disclosure of PHI in compliance with 45 C.F.R. Parts 160 and 164.

BAA Requirement: Medical practices that are HIPAA-covered entities must execute a Business Associate Agreement with Active SOS before transmitting any PHI through the Service. Contact support@activesos.com to obtain the BAA.

Patient health alert messages transmitted through the platform are treated as sensitive health information. The Company implements HIPAA-compliant technical safeguards including encryption in transit (TLS) and at rest, role-based access controls, and audit logging.

The Company does not use or disclose PHI for any purpose other than providing the Service as described in these Terms and the applicable BAA. The Company does not sell, rent, or share PHI with third parties for marketing, advertising, or any commercial purpose.

You, as the Provider User or practice administrator, are responsible for ensuring that your use of the Service — including enrollment of patients, collection of patient phone numbers, and use of alert data — complies with all applicable HIPAA requirements, including obtaining necessary patient authorizations and maintaining appropriate Notice of Privacy Practices.

Section 6

SMS Notifications

The Service includes an optional SMS notification feature that forwards patient health alerts to Provider Users via text message. Participation in SMS notifications is entirely voluntary and is governed by the Active SOS SMS consent program described at activesos.com/sms-consent.

Provider Opt-In: Provider Users who wish to receive SMS notifications must individually opt in via the unchecked-by-default SMS consent checkbox on the My Profile page in the Connect portal. Declining SMS consent does not affect access to any platform feature.

Patient Consent: Patients who download the Active SOS mobile app and submit health alerts consent to the transmission of those alerts to their enrolled practice. The Active SOS patient app terms of service govern the patient's use of the app and their consent to alert forwarding.

Opt-Out: Provider Users may opt out of SMS notifications at any time by replying STOP to any Active SOS message or by updating their profile in the Connect portal. Upon receipt of STOP, the Company will immediately cease sending SMS messages to that number.

TCPA Compliance: The Company's SMS program complies with the Telephone Consumer Protection Act (TCPA) and CTIA Messaging Principles. The Company maintains records of all opt-in and opt-out events. Mobile numbers and SMS consent data are not shared with third parties for marketing purposes.

Message & Data Rates: Standard message and data rates may apply depending on the recipient's mobile carrier plan. Message frequency varies by patient activity at your practice.

Section 7

Payment & Billing

If your practice subscribes to a paid plan, you agree to pay all fees in accordance with the pricing and billing terms in effect at the time each charge is due. Subscription fees are billed on the schedule specified at enrollment (monthly or annually).

Consumer app purchases are processed via the Apple App Store or Google Play in accordance with their respective terms. Practice portal subscriptions are invoiced directly by the Company. Payment is due upon receipt of invoice unless otherwise agreed in writing.

You must provide accurate and current billing information. The Company reserves the right to suspend access to the Service for non-payment after reasonable notice. Any attorney fees, court costs, or collection costs incurred to recover delinquent undisputed amounts shall be your responsibility.

The Company reserves the right to modify pricing at any time with at least 30 days' prior written notice to active subscribers. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

Section 8

Refunds & Cancellations

Consumer app purchases and in-app subscriptions are governed by the refund policies of the Apple App Store or Google Play, as applicable. The Company does not process refunds for consumer app purchases directly.

For practice portal subscriptions billed directly by the Company: you may cancel your subscription at any time by contacting support@activesos.com. Cancellations take effect at the end of the current billing period. The Company does not provide prorated refunds for partial billing periods except at its sole discretion.

If you believe you have been incorrectly charged, contact us within 30 days of the charge. We will review and resolve billing disputes in good faith.

Section 9

Intellectual Property

The Service and all of its contents, features, and functionality — including all software, code, text, images, audio, video, design, and trademarks — are owned by the Company, its licensors, or other content providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Nothing in these Terms transfers any intellectual property rights to you. You may not copy, modify, reproduce, distribute, or create derivative works from any portion of the Service without the Company's express prior written permission.

Your Feedback: Any feedback, suggestions, or ideas you provide to the Company regarding the Service ("Feedback") are provided on a non-confidential basis and become the sole property of the Company. The Company may use Feedback for any purpose without compensation or attribution to you.

Your Data: You retain ownership of patient data, practice data, and other content you input into the Service. You grant the Company a limited license to use that data solely to provide and improve the Service as described in our Privacy Policy.

Section 10

Third-Party Services

The Service integrates with third-party services including SMS delivery (Twilio), cloud database and authentication (Supabase), and hosting (Netlify). These third parties process certain data on behalf of the Company under data processing agreements. The Company is not responsible for the acts or omissions of its subprocessors except to the extent required by applicable law or the parties' BAA.

The Service may contain links to third-party websites. The Company is not responsible for the content, accuracy, or privacy practices of any third-party site. Your use of third-party sites is at your own risk and subject to those sites' terms.

Section 11

Cookies & Tracking

The Service uses cookies and similar technologies to maintain user sessions, remember preferences, and analyze usage. Essential cookies are required for the platform to function (authentication, session management). Analytics cookies help us understand how users interact with the Service.

You may configure your browser to refuse cookies; however, some features — including login — may not function correctly without them. The Company does not store PHI in cookies.

Section 12

Privacy

Your use of the Service is also governed by the Active SOS Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in the Privacy Policy.

The Service involves communication features including patient-to-provider alert forwarding, SMS notifications, GPS location sharing (where enabled by the patient), and portal activity logging. You expressly authorize these features as part of your use of the Service. The Company may share information with law enforcement or emergency responders where required by applicable law or to protect the safety of individuals.

Section 13

Disclaimers & No Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

The Company makes no warranty that: (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, or error-free; (iii) any errors will be corrected; or (iv) the Service or its servers are free of viruses or other harmful components.

Not a Medical Device: Active SOS is a communication and alert forwarding platform. It is not a medical device, clinical decision support tool, or emergency response service. It does not replace 911, emergency medical services, or clinical judgment. Providers are solely responsible for all clinical decisions made in response to patient alerts received through the Service.

Some jurisdictions do not allow exclusions of implied warranties, so some of the above exclusions may not apply to you.

Section 14

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

Some states do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you in full.

ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Section 15

Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, and licensors from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms or any applicable law or regulation; (c) your violation of any right of a third party, including any patient or other provider; or (d) any PHI breach caused by your failure to comply with HIPAA requirements applicable to your practice.

Section 16

Term & Termination

These Terms are effective from the date you first access the Service and continue until terminated by you or the Company.

The Company may suspend or terminate your account at any time, with or without notice, if: (a) you violate any provision of these Terms; (b) your account is associated with fraudulent or illegal activity; (c) required by applicable law; or (d) the Company discontinues the Service.

You may terminate your account at any time by contacting support@activesos.com or by deleting the app from your Device. Upon termination, your license to use the Service ceases immediately.

Provisions that by their nature should survive termination — including Sections 9, 13, 14, 15, 17, and 18 — shall survive termination of these Terms.

Section 17

Arbitration & Dispute Resolution

Please Read Carefully. This section requires you to resolve most disputes through binding arbitration rather than in court, and waives your right to participate in a class action.

Informal Resolution: Before initiating arbitration, you agree to first contact the Company at david.zink@activesos.com with a written description of the dispute and the relief requested. The parties will attempt to resolve the dispute by informal negotiation for sixty (60) days from the date the notice is sent.

Binding Arbitration: If informal resolution fails, any dispute arising out of or relating to these Terms or the Service — except claims for injunctive or equitable relief regarding intellectual property rights — shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Oklahoma City, Oklahoma, or via videoconference by mutual agreement. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding.

Exceptions: Either party may seek interim or preliminary injunctive relief from a court of competent jurisdiction to protect rights or property pending arbitration. Claims that by law cannot be subject to arbitration are excluded.

Section 18

Governing Law

These Terms and any disputes arising hereunder are governed by the laws of the State of Oklahoma and the laws of the United States, without regard to conflict of laws provisions. To the extent any dispute is brought in a court rather than through arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma.

Section 19

Amendments

The Company reserves the right to modify these Terms at any time. For material changes, we will provide at least 30 days' prior notice via email to registered users or via a prominent notice within the Service. What constitutes a material change is determined at the Company's sole discretion.

Your continued use of the Service after the effective date of revised Terms constitutes acceptance of those changes. If you do not agree to revised Terms, you must stop using the Service and may cancel your account.

Section 20

Miscellaneous

Entire Agreement: These Terms, together with the Privacy Policy and any BAA executed between the parties, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements, understandings, and representations.

Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver: The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver of any breach does not constitute a waiver of any subsequent breach.

Assignment: You may not assign your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices: Notices to you will be sent to the email address associated with your account. Notices to the Company should be sent to support@activesos.com or by mail to 12520 Rockwood Avenue, Oklahoma City, OK 73170.

Copyright Infringement (DMCA): If you believe content on the Service infringes your copyright, contact us at support@activesos.com with: (a) your signature; (b) identification of the copyrighted work; (c) identification of the infringing material; (d) your contact information; (e) a statement of good faith belief; and (f) a statement of accuracy under penalty of perjury.

Typographical Errors: The Company reserves the right to correct errors in pricing or service descriptions and to cancel any orders made at an incorrect price, with a full refund if payment has already been processed.

Section 21

Contact Us

If you have questions about these Terms, please contact us:

Calm Water Trading, LLC dba Active SOS

12520 Rockwood Avenue, Oklahoma City, OK 73170

Email: support@activesos.com

Phone: (405) 590-1851

Legal notices and dispute notices: david.zink@activesos.com