Terms of Service

Welcome to Apex Care Compliance. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between Apex Care Compliance, a division of Apex Growth Solutions Inc., a Pennsylvania corporation ("Apex Care Compliance," "we," "us," or "our"), and the healthcare facility, organization, or individual ("Client," "you," or "your") accessing or using our workforce compliance management services.

If you are agreeing on behalf of a healthcare facility or organization, you represent and warrant that you have the legal authority to bind that organization to these Terms.

Apex Care Compliance provides the following workforce compliance management services:

• Credential Collection: Gathering and storing all required compliance documents for workers on the Client's roster.
• Expiry Monitoring: Tracking expiration dates and issuing automated alerts to the Client thirty (30) days prior to any document expiration.
• License Verification: Verifying professional licenses against official Pennsylvania state licensing boards and regulatory databases.
• Compliance Reporting: Generating audit-ready compliance reports on demand, documenting the credential status of all roster workers.
• Alert Notifications: Sending compliance alerts when credentials are expiring, missing, or require attention.
• Roster Management: Maintaining an active compliance record for each worker on the Client's designated roster.

• Employment services, staffing, worker placement, or shift coverage of any kind.
• Supervision, direction, scheduling, or control of any worker on the Client's roster.
• Payroll processing, benefits administration, or workers' compensation management.
• Legal advice, regulatory compliance consulting, or representation before any government agency.
• Guarantee of regulatory compliance outcomes, audit results, or inspection findings.

The Client agrees to provide Apex Care Compliance with accurate, complete, and current information regarding their facility, roster of workers, and all required compliance documentation. Apex Care Compliance's ability to deliver accurate compliance management is entirely dependent on the accuracy of information provided.

• Promptly notify Apex Care Compliance of any new workers to be added to the compliance roster.
• Promptly notify Apex Care Compliance of any workers who have been terminated, resigned, or otherwise removed.
• Ensure workers submit required compliance documents within timeframes specified in the Managed Service Agreement.
• Review compliance alerts and take appropriate action regarding expiring or missing credentials.

The Client retains full and sole responsibility for ensuring its facility's compliance with all applicable federal, state, and local laws and regulations, including PA Department of Health regulations, PA Act 33/34, CMS Conditions of Participation, PA OLTL and ODP regulations, and HIPAA Privacy and Security Rules. Apex Care Compliance's services assist with documentation — they do not constitute legal compliance advice and do not guarantee audit or inspection outcomes.

The Client is responsible for obtaining all necessary written authorizations and consents from workers prior to submitting their personal and health-related documentation to Apex Care Compliance, as required by applicable law.

Service fees are set forth in the Client's Managed Service Agreement based on roster size and service tier. Apex Care Compliance reserves the right to adjust pricing upon thirty (30) days written notice prior to any renewal period.

• Invoices issued monthly on the first business day of each month.
• Payment due within thirty (30) calendar days of invoice date.
• Late payments beyond thirty (30) days subject to 1.5% monthly interest.
• Payment accepted by ACH transfer, check, or other methods specified by Apex Care Compliance.

Apex Care Compliance reserves the right to suspend Compliance Dashboard access if payment is more than thirty (30) days overdue, following written notice to the Client. Apex Care Compliance shall not be liable for any compliance gaps resulting from suspension due to non-payment.

All fees paid are non-refundable except as expressly set forth in the Managed Service Agreement or as required by applicable law.

Apex Care Compliance implements administrative, physical, and technical safeguards including encrypted email (S/MIME and TLS), access-controlled document storage, role-restricted internal access, and regular security reviews.

Apex Care Compliance shall not sell, transfer, or disclose Client or worker data to any third party except as necessary to perform the Services or as required by law, and shall not use worker credential data for any purpose other than compliance management on behalf of the Client.

In the event of a data breach involving Client or worker information, Apex Care Compliance will notify the Client's designated contact within sixty (60) calendar days of discovery, consistent with HIPAA breach notification requirements and the executed BAA.

All intellectual property developed, owned, or licensed by Apex Care Compliance — including the Compliance Dashboard, software, reports, templates, methodologies, and documentation — remains the exclusive property of Apex Care Compliance. Nothing in these Terms transfers any ownership interest to the Client.

Apex Care Compliance grants the Client a limited, non-exclusive, non-transferable license to access and use the Compliance Dashboard solely for the Client's internal compliance management purposes during the term of the Managed Service Agreement.

• Do not copy, reproduce, or create derivative works from any Apex Care Compliance intellectual property.
• Do not reverse engineer or attempt to extract source code from any Apex Care Compliance software.
• Do not resell, sublicense, or transfer access to the Services to any third party.

Each party agrees to maintain in strict confidence all Confidential Information received from the other party and to use such information solely for the purpose of performing obligations under these Terms. Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations survive termination for a period of three (3) years.

EXCEPT AS EXPRESSLY SET FORTH IN THE MANAGED SERVICE AGREEMENT, APEX CARE COMPLIANCE PROVIDES ALL SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

APEX CARE COMPLIANCE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL APEX CARE COMPLIANCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

The Client agrees to indemnify and hold harmless Apex Care Compliance from claims arising out of: the Client's breach of these Terms; violation of applicable law; failure to obtain required worker consents; any worker claim arising from the Client's employment practices; or inaccurate information submitted to Apex Care Compliance.

These Terms remain in effect for as long as the Client maintains an active Managed Service Agreement with Apex Care Compliance or continues to access the Services.

Either party may terminate the Managed Service Agreement upon thirty (30) days written notice. Apex Care Compliance may terminate immediately upon written notice for material breach, non-payment beyond 30 days, unlawful use, or Client insolvency.

• Client's Compliance Dashboard access will be deactivated.
• All Client and worker data will be returned or destroyed per the BAA terms.
• All outstanding fees become immediately payable.
• Confidentiality, IP, indemnification, liability, and governing law provisions survive termination.

These Terms are governed by the laws of the Commonwealth of Pennsylvania. Any legal action shall be brought exclusively in the state or federal courts located in Lancaster County, Pennsylvania.

Prior to initiating legal action, the parties agree to attempt resolution through good-faith negotiation for thirty (30) days following written notice of the dispute.

Apex Care Compliance reserves the right to amend these Terms at any time with thirty (30) days written notice to active Clients. Continued use after the effective date constitutes acceptance.