Terms and Conditions

1. Introduction and Acceptance of Terms

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE CODEMD® PLATFORM. These Terms and Conditions (“Agreement” or “Terms”) constitute a legally binding agreement between you and OTAC Solutions, LLC, a Florida Limited Liability Company (“OTAC Solutions,” “Company,” “we,” “us,” or “our”), governing your access to and use of the CodeMD® software platform and related services.

1.1 Parties to This Agreement

OTAC Solutions, LLC is located at 1000 W Pembroke Rd, Suite 109, Hallandale Beach, Florida 33009, United States of America. CodeMD® is a registered trademark of OTAC Solutions (U.S. Registration Number 8109232, registered January 20, 2026).

1.2 Description of Services

CodeMD® provides temporary use of online, non-downloadable enterprise software for use in managing private medical practices, including but not limited to: scheduling, billing, telephony integration, and patient communication (collectively, the “Services” or “Platform”). The Platform is accessible via web browsers and may include mobile applications (“Apps”).

1.3 Acceptance of Terms

By accessing, registering for, or using the CodeMD® Platform in any manner, including but not limited to visiting or browsing the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Business Associate Agreement (if applicable), and any other policies, guidelines, or agreements referenced herein (collectively, the “Agreement”). If you do not agree to all of these terms, you are prohibited from using or accessing the Platform.

1.4 Modifications to Terms

OTAC Solutions reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Any changes will be effective immediately upon posting to the Platform. Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of such changes. We will endeavor to provide notice of material changes through the Platform interface, email notification, or other reasonable means.

2. Definitions

For purposes of this Agreement, the following definitions shall apply:

• “Authorized User” means any individual granted access to the Platform by a Client, including but not limited to physicians, nurses, administrative staff, and billing personnel.
• “Client” means the medical practice, healthcare provider, or business entity that has executed a Service Agreement with OTAC Solutions for use of the CodeMD® Platform.
• “Content” means any data, information, text, graphics, images, audio, video, software, or other materials uploaded, submitted, stored, transmitted, or displayed on or through the Platform.
• “Documentation” means any user manuals, technical specifications, training materials, and other documentation provided by OTAC Solutions in connection with the Platform.
• “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, including the HITECH Act, and all rules and regulations promulgated thereunder.
• “Patient Data” means any information relating to an identified or identifiable patient, including Protected Health Information as defined by HIPAA.
• “PHI” or “Protected Health Information” has the meaning set forth in 45 C.F.R. § 160.103.
• “Platform” means the CodeMD® software-as-a-service platform, including all associated websites, applications, APIs, and related technology.
• “Provider” or “Healthcare Provider” means any licensed healthcare professional or medical practice using the Platform.
• “Service Agreement” means the separate written agreement between OTAC Solutions and Client governing the specific terms of service, including compensation, term, and customized services.
• “User” or “You” means any individual or entity accessing or using the Platform, including Clients, Authorized Users, and visitors.

3. Eligibility and Registration

3.1 Eligibility Requirements

You may only use the Platform if: (a) you are at least eighteen (18) years of age; (b) you are capable of forming a binding contract under applicable law; (c) you are not barred from using the Platform under any applicable law or regulation; and (d) you have the authority to bind the Client organization, if registering on behalf of an entity.

3.2 Account Registration

To access certain features of the Platform, you must register for an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the security of your password and accept all risks of unauthorized access; (d) promptly notify OTAC Solutions of any unauthorized use of your account; and (e) take responsibility for all activities that occur under your account.

3.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for restricting access to your account. You are financially accountable for all uses of the Platform under your account credentials, whether authorized or unauthorized. OTAC Solutions shall not be liable for any loss or damage arising from your failure to maintain the security of your account.

4. Nature of Services and Disclaimers

4.1 Software Services Only

OTAC Solutions is a technology company that provides software services.

OTAC SOLUTIONS IS NOT A HEALTHCARE PROVIDER, MEDICAL PRACTICE, HEALTH INSURANCE COMPANY, HEALTH INSURANCE CLEARINGHOUSE, OR PRESCRIPTION SERVICE PROVIDER. The Platform is designed to facilitate practice management and does not constitute the practice of medicine or the provision of medical advice.

4.2 No Medical Advice

Nothing contained in the Platform should be construed as medical advice, diagnosis, or treatment recommendation. Healthcare Providers using the Platform remain solely responsible for all clinical decisions, patient care, and compliance with applicable medical standards of care.

4.3 Non-Emergency Services

THE PLATFORM IS NOT DESIGNED OR INTENDED FOR USE IN MEDICAL EMERGENCIES. In case of a medical emergency, users should immediately contact emergency services (911 in the United States) or proceed to the nearest emergency facility.

4.4 Data Accuracy

While OTAC Solutions endeavors to maintain the accuracy and reliability of the Platform, we make no warranty or guarantee regarding the accuracy, completeness, timeliness, or reliability of any data, information, or content appearing on or generated through the Platform. Users are responsible for verifying the accuracy of all information before relying upon it for clinical or business decisions.

5. License Grant and Intellectual Property

5.1 Limited License

Subject to your compliance with these Terms and any applicable Service Agreement, OTAC Solutions grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes in connection with managing your medical practice.

5.2 License Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Platform or any component thereof;
• Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, or underlying structure, algorithms, or ideas of the Platform;
• Rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Platform available to any third party;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;
• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
• Use the Platform to store or transmit any malicious code, viruses, or harmful data;
• Interfere with or disrupt the integrity or performance of the Platform;
• Attempt to gain unauthorized access to the Platform or its related systems or networks;
• Use any robot, spider, scraper, or other automated means to access the Platform for any purpose.

5.3 Ownership

OTAC Solutions and its licensors own and retain all right, title, and interest in and to the Platform, including all software, technology, documentation, trademarks, service marks, logos, trade names, and other intellectual property rights therein. CodeMD® is a registered trademark of OTAC Solutions (U.S. Registration Number 8109232). Nothing in these Terms transfers or conveys any ownership rights to you.

5.4 Feedback

If you provide OTAC Solutions with any suggestions, ideas, enhancements, recommendations, or other feedback regarding the Platform (“Feedback”), you hereby grant OTAC Solutions a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, create derivative works from, publicly display, publicly perform, sublicense, and distribute such Feedback for any purpose without compensation or attribution to you.

6. User Content and Data

6.1 User Content

You retain ownership of all Content you submit, upload, or transmit through the Platform (“User Content”). By submitting User Content, you grant OTAC Solutions a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process such User Content solely to the extent necessary to provide the Services to you.

6.2 Responsibility for Content

You are solely responsible for all User Content you submit through the Platform. You represent and warrant that: (a) you own or have the necessary rights to use and authorize the use of your User Content; (b) your User Content does not violate any applicable law, regulation, or third-party right; and (c) your User Content is accurate and complete to the best of your knowledge.

6.3 Data Backup

While OTAC Solutions implements reasonable data backup procedures, you are solely responsible for maintaining independent backup copies of your User Content. OTAC Solutions shall not be liable for any loss or corruption of User Content.

7. HIPAA Compliance and Protected Health Information

7.1 Business Associate Agreement

If you are a Covered Entity or Business Associate as defined by HIPAA, you must execute a Business Associate Agreement (“BAA”) with OTAC Solutions prior to transmitting any PHI through the Platform. The terms of the BAA shall govern the parties' obligations with respect to PHI and shall supplement these Terms.

7.2 HIPAA Compliance Obligations

You acknowledge and agree that:

• You shall not use the Platform to access, transmit, or store PHI in violation of HIPAA;
• You are responsible for implementing and maintaining appropriate administrative, physical, and technical safeguards as required by HIPAA;
• You shall conduct periodic HIPAA risk assessments and maintain a comprehensive HIPAA compliance program;
• You shall train all Authorized Users on HIPAA requirements and proper use of the Platform;
• You shall promptly report any suspected or actual security incidents or breaches to OTAC Solutions.

7.3 SMS and External Communications

You acknowledge that certain Platform features may involve SMS messaging, email, or other communications outside the secure Platform environment. Such communications carry inherent security risks. You are solely responsible for: (a) determining whether such communications are appropriate and lawful for your practice; (b) obtaining any required patient authorizations; (c) implementing appropriate safeguards; and (d) ensuring compliance with HIPAA minimum necessary standards.

8. Payment Terms

8.1 Fees

Access to the Platform requires payment of fees as set forth in your Service Agreement. All fees are exclusive of applicable taxes, which you are responsible for paying. OTAC Solutions reserves the right to modify its fee structure upon reasonable notice.

8.2 Payment Terms

Unless otherwise specified in your Service Agreement, all fees are due and payable in advance. OTAC Solutions may invoice for services on a monthly, quarterly, or annual basis as specified in your Service Agreement. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

8.3 Refunds

Refund policies are governed by your Service Agreement. OTAC Solutions reserves the right to pursue all legal remedies against any party who obtains an unauthorized refund or chargeback for services rendered.

9. Term and Termination

9.1 Term

These Terms shall remain in effect until terminated by either party. The specific term of your access to the Platform shall be governed by your Service Agreement.

9.2 Termination for Convenience

Either party may terminate the Service Agreement in accordance with its terms. Termination of the Service Agreement shall automatically terminate your right to access the Platform.

9.3 Termination for Cause

OTAC Solutions may immediately suspend or terminate your access to the Platform if: (a) you breach any provision of these Terms; (b) you fail to pay any fees when due; (c) you engage in conduct that OTAC Solutions determines, in its sole discretion, may harm OTAC Solutions, other users, or third parties; or (d) required by law or legal process.

9.4 Effect of Termination

Upon termination: (a) your right to access and use the Platform shall immediately cease; (b) you shall promptly pay all outstanding fees; (c) OTAC Solutions may delete your User Content after a reasonable retention period; and (d) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership, warranty disclaimers, indemnification, and limitations of liability.

10. Prohibited Uses

You agree not to use the Platform to:

• Violate any applicable federal, state, local, or international law or regulation;
• Transmit any unlawful, threatening, libelous, defamatory, obscene, or otherwise objectionable content;
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;
• Harm minors in any way;
• Transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary right;
• Transmit any unsolicited advertising, spam, or promotional materials;
• Transmit any malicious code, viruses, or harmful software;
• Interfere with or disrupt the Platform or servers or networks connected to the Platform;
• Collect or store personal data about other users without their consent;
• Circumvent the policies of any other service provider; or
• Engage in any conduct that restricts or inhibits any other user from using or enjoying the Platform.

11. Disclaimer of Warranties

12. Limitation of Liability

12.1 Exclusion of Damages

12.2 Cap on Liability

12.3 Basis of the Bargain

13. Indemnification

You agree to defend, indemnify, and hold harmless OTAC Solutions, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your access to or use of the Platform;
• Your User Content;
• Your breach of these Terms or any applicable law or regulation;
• Your violation of any rights of any third party, including intellectual property, privacy, or publicity rights;
• Any dispute between you and a patient, vendor, or other user; or
• Your negligence or willful misconduct.

OTAC Solutions reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with OTAC Solutions in asserting any available defenses.

14. Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles.

14.2 Exclusive Jurisdiction

14.3 Mediation

Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to mediation administered by a mutually agreed-upon mediator in Broward County, Florida. The costs of mediation shall be shared equally unless otherwise agreed or ordered.

14.4 Arbitration

If mediation is unsuccessful, any dispute shall be submitted to binding arbitration administered in Broward County, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information without first complying with the mediation and arbitration requirements.

14.6 Limitations Period

Any claim or cause of action arising out of or relating to these Terms or the Platform must be filed within one (1) year after the date the claim or cause of action arose, or such claim shall be permanently barred.

15. Confidentiality

15.1 Confidential Information

“Confidential Information” means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

15.2 Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such Confidential Information to any third party except as permitted herein; and (c) not use such Confidential Information except as necessary to exercise its rights or perform its obligations under these Terms.

15.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

16. Third-Party Services and Links

The Platform may contain links to third-party websites, services, or resources (“Third-Party Services”). OTAC Solutions provides these links solely as a convenience and does not endorse or assume any responsibility for the content, products, services, or practices of any Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the terms and policies of those services. OTAC Solutions shall not be liable for any damage or loss caused or alleged to be caused by or in connection with your use of any Third-Party Services.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third-party telecommunications or power supply. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the force majeure event.

18. Miscellaneous Provisions

18.1 Entire Agreement

These Terms, together with any Service Agreement and other documents incorporated by reference, constitute the entire agreement between you and OTAC Solutions regarding the Platform and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, 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 these Terms, and the remaining provisions shall continue in full force and effect.

18.3 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof or preclude any other or further exercise of such right or remedy.

18.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of OTAC Solutions. OTAC Solutions may freely assign or transfer these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

18.5 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by commercial overnight courier with tracking; or (d) three (3) days after being sent by registered or certified mail, postage prepaid, to the addresses set forth herein or such other address as may be designated in writing.

18.6 No Partnership

Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on behalf of the other.

18.7 Survival

The following sections shall survive any termination or expiration of these Terms: Definitions, Ownership, User Content, Disclaimer of Warranties, Limitation of Liability, Indemnification, Dispute Resolution, Confidentiality, and this Miscellaneous section.

18.8 Headings

The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

19. Privacy Policy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, and protect your information. By using the Platform, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

20. Contact Information

If you have any questions, comments, or concerns about these Terms, the Platform, or our privacy practices, please contact us at:

21. Acknowledgment