Master Services Agreement

Kindhabitlabs Inc.

Effective as of the date of Client’s acceptance

This Master Services Agreement (“Agreement”) is entered into by and between Kindhabitlabs Inc., a Utah corporation with its principal place of business at 7533 S Center View Ct Ste 210, West Jordan, UT 84084 (“Provider” or “Kindhabitlabs”), and the entity or organization that accepts this Agreement by clicking “Agree” or otherwise indicating acceptance through the Roomi platform (“Client” or “Facility”).

By clicking “Agree” or accessing the Roomi platform, Client represents that the individual accepting this Agreement is authorized to bind the Client organization to these terms. This Agreement is effective as of the date of Client’s acceptance (the “Effective Date”).

Article 1: Purpose

This Agreement establishes the general terms and conditions under which Kindhabitlabs will provide access to and use of its Roomi platform, a software-as-a-service (SaaS) platform designed for use by treatment facilities, sober living homes, and behavioral health providers to manage client accountability, compliance, and facility operations.

Article 2: Services

Kindhabitlabs will:

  • Provide the Facility with access to the Roomi web and mobile applications in accordance with the Client’s selected subscription plan.

  • Host, maintain, and support the platform in a secure, HIPAA-compliant environment.

  • Provide updates, enhancements, and new features as they become available.

Facility will:

  • Use the platform only for lawful business purposes and in accordance with this Agreement and applicable laws.

  • Ensure that all users under its account comply with the Roomi Terms of Use and Privacy Policy.

Article 3: Fees and Payment

3.1 Subscription Fees. Client shall pay subscription fees as specified during account setup or as otherwise agreed in writing. Subscription plans may be billed on a monthly or annual basis as selected by Client.

3.2 Payment Method and Processing. All subscription fees are processed through Stripe, Inc. (“Stripe”), Kindhabitlabs’ third-party payment processor. Client must maintain a valid payment method on file with Stripe. By subscribing to the Roomi platform, Client authorizes Kindhabitlabs to charge the payment method on file for all applicable subscription fees.

3.3 Automatic Renewal. Subscriptions automatically renew at the end of each billing period (monthly or annual) unless Client cancels the subscription prior to the renewal date. Client will be charged the then-current subscription rate for the upcoming billing period.

3.4 Failed Payments. If a payment fails for any reason (insufficient funds, expired card, etc.):

  • Kindhabitlabs will attempt to process payment up to three (3) times over a ten (10) day period;

  • Client will receive email notifications of failed payment attempts;

  • If payment cannot be processed after three (3) attempts, Client’s account may be suspended or terminated;

  • Client remains responsible for all outstanding fees, plus any late fees as specified in Section 3.6.

3.5 No Refunds. All subscription fees are non-refundable. If Client cancels a subscription, Client will retain access to the Roomi platform through the end of the current billing period, but no refund or proration will be provided for the unused portion of that period.

3.6 Late Payment. Any outstanding fees not paid when due may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) plus reasonable collection costs.

3.7 Price Changes. Kindhabitlabs reserves the right to change subscription pricing upon thirty (30) days’ written notice to Client. Price changes will take effect at the start of the next billing period following the notice period. Client’s continued use of the Roomi platform after the price change takes effect constitutes acceptance of the new pricing.

3.8 Taxes. Client is responsible for all applicable sales, use, excise, value-added, and other taxes or duties, excluding taxes based on Kindhabitlabs’ income.

Article 4: Term and Termination

4.1 Term. This Agreement will remain in effect until terminated by either Party as provided herein.

4.2 Cancellation by Client. Client may cancel its subscription at any time by providing written notice to Kindhabitlabs or through the account management interface. Cancellation will be effective at the end of the current billing period. Client will retain access to the Roomi platform through the end of the paid billing period, and no refund will be provided for the remaining time in that period.

4.3 Termination by Kindhabitlabs. Kindhabitlabs may terminate this Agreement or suspend Client’s access with thirty (30) days’ written notice, or immediately for cause as specified in Section 4.4.

4.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision and fails to cure within fifteen (15) days of notice.

4.5 Effect of Termination. Upon termination or cancellation:

  • If Client cancels subscription: Client will retain access to the Roomi platform through the end of the current paid billing period. The ninety (90) day data export window begins on the day after the billing period ends.

  • If terminated for cause or by Kindhabitlabs: Access to the Roomi platform will cease immediately or as specified in the termination notice. The ninety (90) day data export window begins on the effective date of termination.

  • Facility data will be made available for export for ninety (90) days following the termination of access. During this period, Client is responsible for exporting and securing all data.

  • After the ninety (90) day export window, Kindhabitlabs will remove Client data from active production systems. Clinical records (including but not limited to check-ins, journals, assessments, and other resident or client documentation) will be retained in secure, encrypted archival storage for a period of seven (7) years following the date of last clinical activity, to support Client’s audit, investigation, and legal proceeding needs, and to assist Client in meeting its own recordkeeping obligations under applicable state and federal law.

  • Unlike disaster recovery backups, archived clinical records retained under this Section remain accessible and may be retrieved by Kindhabitlabs upon Client’s written request to support an audit, investigation, or legal proceeding involving Client.

  • Client acknowledges that it remains solely responsible for maintaining patient records in compliance with applicable state and federal retention requirements, which may require retention beyond the seven (7) year period described above.

  • This Section 4.5 shall survive termination of this Agreement.

  • Outstanding fees shall become immediately due.

Article 5: Confidentiality

Each Party agrees to maintain the confidentiality of all non-public information received from the other Party and to use such information only for purposes of this Agreement. Obligations of confidentiality will survive termination for three (3) years.

Article 6: Data Privacy and HIPAA Compliance

6.1 Protected Health Information (PHI). Kindhabitlabs acknowledges that it may receive or store PHI on behalf of the Facility.

6.2 Business Associate Agreement (BAA). The Business Associate Agreement, available at the link provided during account setup and incorporated herein by reference, shall govern all use and disclosure of PHI. By accepting this Agreement, Client also accepts the terms of the Business Associate Agreement.

6.3 Data Ownership. Facility retains all rights to its data and client records. Kindhabitlabs will not sell, share, or de-identify data for resale or commercial analytics purposes.

Article 7: Intellectual Property

All rights, title, and interest in and to the Roomi platform, including any improvements, remain exclusively with Kindhabitlabs. Facility is granted a non-exclusive, non-transferable license to use the platform during the term of the Agreement.

Article 8: Warranties and Disclaimers

Kindhabitlabs warrants that it will provide the Services in a professional and workmanlike manner.

EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES ARE PROVIDED “AS IS” AND KINDHABITLABS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Article 9: Limitation of Liability

Except for breach of confidentiality or violation of data privacy obligations:

  • Neither Party will be liable for indirect, incidental, or consequential damages.

  • Kindhabitlabs’ total aggregate liability shall not exceed the fees paid by Facility in the twelve (12) months preceding the event giving rise to the claim.

Article 10: Indemnification

Each Party shall indemnify and hold harmless the other from any claims, damages, or expenses arising from its own negligence, willful misconduct, or breach of this Agreement.

Article 11: Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Article 12: General Provisions

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.

12.2 Entire Agreement. This Agreement, together with the Business Associate Agreement and any applicable order documentation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

12.3 Amendments. Kindhabitlabs may update or modify this Agreement at any time by posting a revised version on its website or within the Roomi platform and providing Client with at least thirty (30) days’ written notice (via email or in-app notification) before the changes take effect. Client’s continued use of the Roomi platform after the effective date of any modification constitutes acceptance of the updated terms. If Client does not agree to the modified terms, Client may terminate this Agreement in accordance with Section 4.2 before the changes take effect.

12.4 Waiver. The waiver by either party of any breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

12.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.6 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when sent by confirmed electronic mail.

Notices to Client shall be sent to the email address associated with Client’s Roomi account.

Notices to Kindhabitlabs shall be sent to:

Kindhabitlabs Inc. Attn: Legal Department 7533 S Center View Ct Ste 210, West Jordan, UT 84084 Email: legal@kindhabitlabs.com

12.7 Electronic Acceptance. By clicking “Agree” or otherwise indicating acceptance through the Roomi platform, Client acknowledges that: (a) the individual accepting has the authority to bind the Client organization; (b) Client has read, understood, and agrees to be bound by this Agreement; and (c) this electronic acceptance constitutes a legally binding agreement with the same force and effect as a handwritten signature.