Software License Agreement

This Software License Agreement (the “Agreement”) is a legal agreement between you (“You,” “Your,” or “Customer”) and Ferrum Consulting, LLC, a Limited Liability Company (“Ferrum Consulting”).

Ferrum Consulting licenses the Rdn.FacLT platform under a subscription model. Your right to access, use, and operate the Rdn.FacLT platform and associated services is set forth in this Agreement. If the subscription expires, the licenses expire, and Customer may no longer use the platform.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE LICENSED PRODUCT, INCLUDING THE RDN.FACLT PLATFORM AND SUPPORT SERVICES RELATED TO THE LICENSED PRODUCT. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION, WAIVER OF CLASS ACTIONS SECTION, UNDER GENERAL PROVISIONS. PLEASE READ CAREFULLY.

Carefully read all of the terms and conditions of this Agreement prior to accessing or using the Licensed Product. This Agreement between You and Ferrum Consulting sets forth the terms and conditions of Your use of the Licensed Product. For the purposes of this Agreement, the effective date shall be the date upon which You accept these terms during account registration. You acknowledge and agree that only corporations, partnerships, limited liability companies, healthcare practices, and other legal entities are authorized to enter into this Agreement. If You are agreeing to this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to this Agreement.

BY ACCEPTING THIS AGREEMENT AND/OR ACCESSING AND USING THE LICENSED PRODUCT, YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A BINDING CONTRACT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE LICENSED PRODUCT.

IF AFTER READING THIS AGREEMENT YOU HAVE ANY QUESTIONS, PLEASE CONTACT FERRUM CONSULTING PRIOR TO USING THE LICENSED PRODUCT VIA EMAIL AT SUPPORT@FACLT.COM.

1. Entire Agreement

This Agreement contains the entire understanding of Ferrum Consulting and Customer and supersedes all prior written or oral communications between the parties with respect to the subject matter hereof. Entering into this Agreement does not operate as an acceptance of any terms and conditions that conflict with the terms hereof, and the terms of this Agreement shall prevail over any purported conflicting provisions that might appear in any Customer purchase order or any other instruments.

2. Definitions

2.1. “Authorized Users” means the individuals permitted to use the Platform under a Subscription, up to the maximum number specified by the applicable Subscription Tier.

2.2. “Facility” means a physical clinic, infusion center, medspa, or healthcare practice location managed through the Platform.

2.3. “Licensed Product” means, collectively, the Rdn.FacLT web application, mobile applications (staff and patient), APIs, booking engine, notification services, AI agent features, and all associated documentation.

2.4. “Platform” means the Rdn.FacLT web application and associated services operated by Ferrum Consulting for the purpose of facility operations management, scheduling, and patient communication.

2.5. “RdnId” means the Rdn Identity authentication and authorization service operated by Ferrum Consulting, which manages user accounts, authentication, and role-based access control for the Platform.

2.6. “Subscription” means the recurring billing arrangement under which Customer pays periodic fees for continued access to the Platform and associated services.

2.7. “Subscription Tier” means the specific level of service selected by the Customer, which determines the features, usage limits, number of facilities, number of Authorized Users, support level, and pricing applicable to the Customer’s use of the Platform.

2.8. “Tenant” means the organizational entity within the Platform that represents a Customer’s account, under which all facilities, staff, patients, and operational data are managed.

2.9. “Support” means the technical assistance and maintenance services provided by Ferrum Consulting to Customer during the Subscription term, as specified by the applicable Subscription Tier.

2.10. “Patient Data” means any information relating to patients entered into or managed through the Platform, including but not limited to names, contact information, dates of birth, facility enrollment records, booking history, and patient instructions.

2.11. “Documentation” means the user guides, API documentation, and online help provided by Ferrum Consulting with the Licensed Product.

3. Grant of License

3.1. License Grant. Subject to the terms of this Agreement and payment of all applicable fees, Ferrum Consulting grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Licensed Product solely for Customer’s internal business purposes, as permitted by the applicable Subscription Tier.

3.2. Scope of Use. Each Subscription is issued for a specific Subscription Tier and authorized user count. Customer may only use the Licensed Product within the scope defined by the Subscription, including the maximum number of Authorized Users, the maximum number of Facilities, the features enabled for the selected Subscription Tier, and the billing period.

3.3. Multi-Tenant Operation. The Platform operates on a multi-tenant architecture. Customer’s data is logically isolated within the Platform. Customer may not attempt to access data belonging to other tenants.

3.4. Restrictions. Customer shall not:

• Copy, modify, distribute, sell, sublicense, lease, rent, or otherwise transfer the Licensed Product to any third party without prior written consent from Ferrum Consulting.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, structure, or organization of the Licensed Product by any means.
• Remove, alter, or obscure any proprietary notices, labels, trademarks, or marks on or within the Licensed Product.
• Circumvent, disable, or tamper with any authentication, authorization, or security mechanisms embedded in the Licensed Product or RdnId.
• Use the Licensed Product for any unlawful purpose or in violation of any applicable laws or regulations.
• Attempt to access the Platform beyond the scope of the Subscription, including exceeding Authorized User limits or enabling features not included in the Subscription Tier.
• Use the AI agent chat or any API to extract, scrape, or bulk-export data for purposes outside the scope of normal Platform operation.
• Use the Platform to store or transmit information that Customer does not have the legal right to collect or disclose.

3.5. Reservation of Rights. All rights not expressly granted to Customer under this Agreement are reserved by Ferrum Consulting. No implied licenses are granted by this Agreement.

4. Subscription and Payment

4.1. Subscription Terms. Access to the Licensed Product is provided on a subscription basis. Subscription periods, pricing, and included features are determined by the Subscription Tier selected at the time of purchase.

4.2. Billing and Renewal. Subscriptions are billed in advance on a recurring basis according to the billing period selected by Customer (monthly or annually). Subscriptions will automatically renew at the end of each billing period at the then-current rate unless Customer cancels prior to the renewal date.

4.3. Price Changes. Ferrum Consulting reserves the right to modify subscription pricing. Customer will be notified of price changes at least thirty (30) days prior to the effective date. Price changes take effect at the start of the next billing period following the notice period.

4.4. Late Payment. If Customer fails to make timely payment of any subscription fees, Ferrum Consulting may suspend access to the Licensed Product until all outstanding amounts are paid in full. Ferrum Consulting reserves the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

4.5. Taxes. Subscription fees are exclusive of all taxes, levies, and duties. Customer is responsible for paying all applicable taxes associated with the Subscription, excluding taxes based on Ferrum Consulting’s net income.

4.6. Refunds. Subscription fees are non-refundable except as required by applicable law. Ferrum Consulting may, at its sole discretion, offer credits or pro-rated refunds on a case-by-case basis for documented service disruptions or billing errors.

5. Authentication and Access Control

5.1. RdnId Authentication. The Licensed Product requires authentication through the Rdn Identity service (RdnId), which is owned and operated by Ferrum Consulting. Customer accounts, user credentials, role assignments, and permissions are managed through RdnId. Customer is responsible for the security of user credentials issued under their Tenant.

5.2. Role-Based Permissions. Access to Platform features and data is controlled through role-based permissions. Customer is responsible for assigning appropriate roles and permissions to their Authorized Users. Ferrum Consulting is not responsible for data exposure resulting from overly permissive role configurations by Customer.

5.3. API Access. The Platform provides API access for authorized integrations. API keys and authentication tokens must be stored securely and must not be shared with unauthorized parties. Ferrum Consulting may revoke API access that is used in violation of this Agreement.

6. Patient Data and Healthcare Compliance

6.1. Customer Responsibility. Customer is solely responsible for ensuring that its use of the Platform complies with all applicable healthcare privacy laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), state health information privacy laws, and any other applicable regulations. Customer is responsible for obtaining all necessary patient consents before entering Patient Data into the Platform.

6.2. Platform Scope. The Licensed Product is an operational scheduling and facility management tool. It is not a medical device, electronic health record (EHR), clinical decision support system, or health information exchange. The Platform does not provide medical advice, diagnosis, or treatment recommendations.

6.3. Notification Compliance. Customer is responsible for ensuring that its use of the Platform’s notification system (including SMS, email, WhatsApp, and push notifications) complies with applicable laws, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any applicable state or international messaging regulations. The Platform provides tools for managing messaging consent records; Customer is responsible for using these tools appropriately.

6.4. Data Encryption. The Platform encrypts data at rest and in transit using industry-standard encryption. Data in transit is protected using TLS 1.2 or higher. Authentication tokens are cryptographically signed. Scheduling invite tokens and booking confirmation tokens are encrypted at rest using cryptographic key protection.

6.5. Audit Logging. The Platform maintains audit logs for bookings, schedules, shifts, and notifications. Audit records are append-only and include timestamps and the identity of the user who performed each action.

7. Intellectual Property

7.1. Ownership. The Licensed Product, Platform, RdnId, and all associated materials, including but not limited to all code, documentation, designs, algorithms, interfaces, and know-how, are and shall remain the sole and exclusive property of Ferrum Consulting. This Agreement does not grant Customer any ownership rights, title, or interest in the Licensed Product beyond the limited license expressly granted herein.

7.2. Customer Data. Data entered into the Platform by Customer (including facility information, staff records, patient records, booking records, and supply chain data) remains Customer’s property. Ferrum Consulting claims no ownership over Customer’s operational data. Upon termination of the Subscription, Customer may request an export of their data.

7.3. Feedback. If Customer provides any suggestions, ideas, enhancement requests, or other feedback regarding the Licensed Product (“Feedback”), Ferrum Consulting shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such Feedback into the Licensed Product without obligation to Customer.

7.4. Trademarks. “Rdn.FacLT,” “Rdn Identity,” “Rdn Labs,” and all related names, logos, and marks are trademarks of Ferrum Consulting, LLC. This Agreement does not grant Customer any right to use Ferrum Consulting’s trademarks without prior written consent.

8. Support and Updates

8.1. Support. The level and availability of technical support depends on the Subscription Tier. Support is provided through email and the Platform’s support channels. Ferrum Consulting will use commercially reasonable efforts to respond to support requests within the timeframes specified for the applicable tier.

8.2. Software Updates. Ferrum Consulting may release updates, patches, or new versions of the Licensed Product from time to time. Updates are provided at Ferrum Consulting’s sole discretion. Ferrum Consulting is under no obligation to develop or release any specific updates or features.

8.3. Deprecation. Ferrum Consulting may discontinue or deprecate specific features or Subscription Tiers upon ninety (90) days’ written notice to affected Customers. In the event of discontinuation, Ferrum Consulting will honor existing Subscription terms through the end of the current billing period.

9. Data and Privacy

9.1. Data Collection. Ferrum Consulting collects and processes data as described in the Privacy Policy, which is incorporated by reference into this Agreement. The Privacy Policy is available at the “Privacy Policy” link on the Platform.

9.2. Data Protection. Ferrum Consulting implements commercially reasonable technical and organizational measures to protect Customer data against unauthorized access, alteration, disclosure, or destruction, including encryption at rest and in transit, role-based access controls, and multi-tenant data isolation.

9.3. Data Retention. Ferrum Consulting retains Customer data for as long as necessary to fulfill the purposes described in this Agreement and to comply with legal obligations. Upon termination of the Subscription and expiration of any applicable retention period, Ferrum Consulting will delete or anonymize Customer data in accordance with its data retention policies.

10. Confidentiality and Credentials

10.1. Credentials. Customer agrees to maintain the confidentiality of all API keys, authentication credentials, access tokens, and other authentication materials issued to Customer or its Authorized Users. Customer is responsible for promptly notifying Ferrum Consulting of any suspected unauthorized use or disclosure of such credentials.

10.2. Non-Public Information. From time to time, Ferrum Consulting may share non-public information with Customer, including pre-release feature documentation, beta program materials, private roadmap previews, or security advisories (collectively, “Non-Public Information”). Customer agrees not to disclose Non-Public Information to any third party without the prior written consent of Ferrum Consulting, except as required by law.

10.3. Exceptions. The obligations in Section 10.2 do not apply to information that: (a) is or becomes publicly available through no fault of Customer; (b) was known to Customer prior to disclosure by Ferrum Consulting; (c) is independently developed by Customer without reference to Ferrum Consulting’s Non-Public Information; or (d) is disclosed pursuant to a court order or legal requirement, provided Customer gives Ferrum Consulting prompt notice of such requirement.

11. Term and Termination

11.1. Term. This Agreement is effective upon account creation and continues for the duration of the active Subscription, including any renewal periods, unless terminated earlier in accordance with this section.

11.2. Termination by Customer. Customer may terminate this Agreement at any time by cancelling the Subscription. Cancellation takes effect at the end of the current billing period. Customer will retain access to the Licensed Product until the end of the paid billing period.

11.3. Termination by Ferrum Consulting. Ferrum Consulting may terminate this Agreement immediately upon written notice if:

• Customer breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice.
• Customer fails to pay subscription fees within thirty (30) days of the due date.
• Customer engages in fraudulent activity or attempts to circumvent security mechanisms.
• Customer becomes insolvent, files for bankruptcy, or ceases business operations.

11.4. Effect of Termination. Upon termination of this Agreement for any reason:

• All rights and licenses granted under this Agreement cease immediately.
• Customer must immediately discontinue all use of the Licensed Product.
• Customer may request an export of their data within thirty (30) days of termination.
• Customer remains liable for any fees accrued prior to the effective date of termination.

Sections 7, 9, 10, 12, 13, 14, and 15 shall survive termination of this Agreement.

12. Disclaimer of Warranties

THE LICENSED PRODUCT AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

FERRUM CONSULTING DOES NOT WARRANT THAT THE LICENSED PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. FERRUM CONSULTING MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF BOOKING ENGINE CONSTRAINT EVALUATIONS, SLOT AVAILABILITY CALCULATIONS, OR AI AGENT RESPONSES.

THE LICENSED PRODUCT IS AN OPERATIONAL SCHEDULING AND FACILITY MANAGEMENT TOOL. IT IS NOT A MEDICAL DEVICE AND DOES NOT PROVIDE CLINICAL DECISION SUPPORT. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR CLINICAL DECISIONS MADE IN CONNECTION WITH APPOINTMENTS SCHEDULED THROUGH THE PLATFORM.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FERRUM CONSULTING, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE LICENSED PRODUCT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF FERRUM CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FERRUM CONSULTING’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO FERRUM CONSULTING DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

14. Indemnification

14.1. Indemnification by Customer. Customer agrees to indemnify, defend, and hold harmless Ferrum Consulting and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Customer’s use of the Licensed Product or Platform.
• Customer’s violation of any term of this Agreement.
• Customer’s violation of any applicable law or regulation, including healthcare privacy laws.
• Any claim by a third party arising from Customer’s use of the Licensed Product or from Patient Data managed by Customer through the Platform.
• Customer’s use of the notification system in violation of applicable messaging laws.

14.2. Indemnification Process. Ferrum Consulting will promptly notify Customer of any claim subject to indemnification. Customer shall have the right to control the defense of such claim, provided that Ferrum Consulting may participate in the defense at its own expense. Customer shall not settle any claim without Ferrum Consulting’s prior written consent if the settlement would impose any obligation on Ferrum Consulting or admit liability on Ferrum Consulting’s behalf.

15. General Provisions

15.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Pennsylvania, and the parties hereby consent to the personal jurisdiction and venue of such courts.

15.2. Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Pennsylvania. The arbitrator’s decision shall be final and binding. Judgment on the award may be entered in any court having jurisdiction thereof.

15.3. Waiver of Class Actions. Customer agrees that any arbitration or legal proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action. Customer waives any right to participate in a class action lawsuit or class-wide arbitration against Ferrum Consulting.

15.4. Amendments. Ferrum Consulting reserves the right to modify this Agreement at any time. Material changes will be communicated to Customer at least thirty (30) days in advance through the Platform or via email. Continued use of the Licensed Product after the effective date of any modification constitutes Customer’s acceptance of the modified terms.

15.5. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

15.6. Waiver. No failure or delay by Ferrum Consulting in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.

15.7. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Ferrum Consulting. Ferrum Consulting may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.8. Force Majeure. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, epidemics, pandemics, power outages, telecommunications failures, or internet disruptions.

15.9. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email to the address associated with Customer’s account; or (c) one (1) business day after deposit with a nationally recognized overnight courier service.

15.10. Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

16. Contact Information

For questions, concerns, or notices regarding this Agreement, please contact:

Ferrum Consulting, LLC
Email: support@faclt.com
Web: https://www.ferrumconsulting.com