TQH Brain Terms and Conditions

Software License and Subscription Agreement

TQH Research and Development LLC | Version 2026-09-28 | Effective date: September 28, 2026

These Terms govern the download, installation and use of TQH Brain, its subscriptions, Customer Portal and related Company online services. They include license restrictions, responsibility for client information, recurring billing rules and limitations of liability. Please read and save a copy before accepting.

1 Parties and acceptance

“Company,” “we,” “us” and “our” mean TQH Research and Development LLC. “You” means the individual or legal entity accepting these Terms. If accepting for a practice or another business, you represent that you have authority to bind that entity. You must be at least 18 and otherwise legally capable of entering this agreement. TQH Brain is offered for business and professional use in the United States.

You accept through an affirmative “I agree” control presented with these Terms before download or activation. If you do not agree, do not download, install or use the software. Each authorized user must comply with these Terms. A staff member without authority cannot purchase or bind a practice merely by installing the software. A general Terms acceptance does not substitute for the separate recurring-payment authorization described below.

When you accept, the Company may create and retain a record of your acceptance, which may include the accepting account identifier and email, practice identifier, agreement version and document hashes, the exact acceptance statement, the server-recorded acceptance date and time in UTC, the effective date and the installer release hash or identifier. You authorize the Company to retain this evidence for contract administration, fraud prevention, security, dispute resolution and legal compliance. Access to acceptance records is restricted, and any deletion right is subject to our preservation of records reasonably necessary to establish this agreement and resolve disputes.

You consent to receive this agreement, order and billing confirmations, renewal and price-change notices, cancellation confirmations and other service communications electronically, including by email or through the Customer Portal, and electronic records satisfy any requirement that such communications be in writing. You may withdraw consent to electronic delivery where applicable law provides that right, though doing so may prevent use of features that require electronic delivery.

2 Account and permitted license

Subject to these Terms and applicable payment, we grant you a limited, nonexclusive, nontransferable, nonsublicensable license to install and use TQH Brain for your own internal business operations during an authorized trial or paid subscription. Your accepted order identifies the plan, features and enforced limits. The current Core, Pro and Elite plans permit, respectively, 2, 5 and 7 concurrent working users, plus two separate administration-only places, at one center location with one active Center server registration. Concurrency refers to people using the software, not the number of computers connected to the Center server, and administration-only places do not include full operational access. These limits are distinct; an account allowance does not itself grant additional locations or Center server registrations. You may make reasonable installation and backup copies solely for authorized use, keeping all ownership notices.

Provide accurate registration information, safeguard credentials and license keys, use individual staff accounts where available, and remove access when staff leave. You are responsible for activity you authorize and for reasonable oversight of your users. Report suspected account compromise promptly. Approval may be required before download or activation; an application alone does not guarantee approval.

3 Intellectual property and restrictions

The software is licensed, not sold. The Company and its licensors retain their rights in the code, interface, original compilations, documentation, brand assets and other protected materials. You receive no ownership interest in them. You may not distribute, resell, rent, sublicense, publish or provide the software or license keys to unauthorized persons; bypass activation or subscription controls; remove ownership notices; or copy protected software or content to create a replica or unauthorized derivative product.

You may not decompile, disassemble, reverse engineer or attempt to obtain source code except to the extent applicable law or an applicable third-party license permits despite this restriction. These restrictions do not prohibit independent development using unprotected ideas, lawful interoperability, protected security research or other nonwaivable rights. Open-source and third-party license terms control their respective components. Report suspected infringement to the contact in Section 22.

Client records and data responsibilities

4 Your records remain yours

“Local Practice Records” means the client lists, profiles, schedules, session notes, client documents, sensitive health information, practice financial reports, revenue and sales records, inventory records and related databases saved in your local TQH Brain workspace. As between you and the Company, you retain all rights in these records, subject to your clients’ legal rights. These Terms do not transfer ownership of them to us.

“Connected-Feature Data” means information that you deliberately select, enter, upload, submit or transmit through a Company portal, secure form, document-exchange tool, email campaign, appointment reminder, Network Center function, support channel or other Company online service. Connected-Feature Data may leave your local environment and may be received, processed, stored, encrypted, decrypted, transmitted or accessed by Company systems and designated service providers as necessary to provide the selected feature. The fact that a source record is also stored locally does not make a transmission of Connected-Feature Data local-only.

TQH Brain processes Local Practice Records within the environment you control. The standard local installation does not automatically upload the primary practice database or document library to the Company, and the Company does not host, store or maintain a disaster-recovery copy of your primary local practice database. You choose and control any local server, backup device or cloud storage used for those records. Membership does not include Company cloud storage or disaster recovery for your local database. This treatment of Local Practice Records is distinct from Connected-Feature Data, which you may deliberately transmit, or configure the software to transmit on a schedule, through the online features described in Section 13; such data may leave your local environment and be received, processed, stored, decrypted, transmitted or accessed by Company systems and designated providers as necessary to provide the selected feature, as described in those provisions and the Privacy Notice. Expressly authorized support may also permit access to information within the agreed support scope. Local storage of a source record does not make such a transmission local-only.

5 Built in protections and customer responsibilities

TQH Brain includes built-in security features designed to help protect information against unauthorized access and misuse. These protections do not give the Company access to your client records and do not replace your control of your devices, staff permissions, networks and backups. No software or security feature can guarantee protection against every attack, unauthorized access or loss.

You are responsible for the lawful collection, accuracy, use, disclosure, secure storage, access, retention and disposal of your client and sensitive business information. Obtain required permissions, provide required notices and honor applicable client rights. You do not need to obtain a “HIPAA certification” to license or use TQH Brain. You must comply with the privacy and security laws that apply to your business, including HIPAA if you are a covered entity or business associate and applicable state privacy, health-record and breach laws.

Every customer must configure and use available software protections and maintain reasonable safeguards appropriate to its records and legal obligations. These include authorized staff access, strong individual credentials, available multifactor authentication, device locks, supported and patched systems, suitable malware protection, secure networks and physical access, full-drive encryption for volumes containing the database, keys, temporary staging files, exports and backups, trusted HTTPS configured for each workstation without bypassing certificate warnings, staff training and secure disposal. The Company’s built-in safeguards and the customer’s responsibilities work together. Select storage and backup providers suitable for the information involved and put required agreements in place.

Keep regular, separate, secure backups on your own server, backup equipment or chosen cloud service and test restoration. You are responsible for that provider, its settings, access permissions, encryption and any legally required agreement, and for preserving the matching key material and password needed to restore an encrypted .tqhbackup archive. The backup and recovery processes may create temporary unencrypted staging material on an unlocked volume and attempt to remove it after use; interruption, process failure or unsuccessful cleanup may leave material that ordinary deletion does not forensically erase. Full-drive encryption protects that material while the volume is locked but does not prevent access by the operating system or an authorized session while unlocked. Preserve readable records for applicable retention periods. A lost computer, failed drive, ransomware incident or forgotten encryption key may make information unrecoverable. We do not possess a universal recovery credential or Company recovery copy. Maintain incident-response procedures and make required notifications for incidents within your responsibility. Notify us promptly of an incident affecting Company credentials or services, without including client records in ordinary email.

6 HIPAA roles and prohibited disclosures

These Terms are not a Business Associate Agreement (BAA) or a guarantee of a practice’s regulatory compliance. The local software license does not itself grant us access to your records. Statutory roles depend on actual services and data handling, not labels in this agreement. Nothing transfers or waives a duty that law imposes on the Company.

Do not send identifiable client health information to our Network Center, Bulletin Board, referral directory, ordinary support email or other feature not expressly authorized for that purpose. Use fictional examples or properly deidentified information. If a service would require us or a provider to create, receive, maintain or transmit PHI on your behalf, do not enable that workflow until the parties have confirmed lawful safeguards and executed any required BAA and related agreements. A checkbox, support request or client permission alone does not replace a required BAA.

No-PHI restriction. Except for a feature the Company has expressly designated as PHI-capable and enabled for you under an executed Business Associate Agreement, you must not enter, upload, submit or transmit protected health information or other identifiable client health information into or through any feature, online service or support channel. Features are not approved for protected health information by default. You are responsible for keeping such information out of features that are not approved for it, and using a feature for protected health information before it has been approved and any required Business Associate Agreement is in place is a breach of these Terms and is not a representation by the Company that the feature is suitable for that use.

Subscriptions payments and cancellation

7 Prices and recurring authorization

Your checkout and confirmation state the selected plan, price in U.S. dollars, billing interval, applicable taxes, any promotion, first charge date and renewal terms. The accepted offer controls those commercial details; later website price changes do not retroactively change your order. Separately purchased advertisements or services require their own disclosed charges.

Paid monthly subscriptions renew each month until canceled. Before you provide payment details, we disclose the recurring amount, frequency, trial conversion if any and cancellation method. By separately authorizing recurring billing, you authorize the Company to instruct Stripe to charge the disclosed amount and applicable taxes to your selected payment method at the stated times. General acceptance of these Terms alone is not authorization to charge you. We provide a retainable confirmation of the billing terms and cancellation instructions.

8 Stripe payment processing

Stripe, a third-party payment processor, collects and processes your payment-card details through its payment interface. We do not store full credit or debit card numbers or card security codes. We may receive or retain payment tokens or identifiers, payment status, invoices, subscription records, billing contact information and limited payment-method details, such as card brand, expiration date and last four digits, to administer your account. Those records are different from your practice’s financial reports or client financial information. Do not send card numbers or security codes to our support staff. Stripe’s handling of payment information is governed by Stripe’s own privacy notice, available within Stripe’s published privacy disclosures. Use of Stripe does not eliminate obligations that law places on the Company.

9 Free trial

When offered, the Elite trial provides 30 days of access beginning at Center server activation and requires a payment method as disclosed at enrollment. Enrollment identifies the trial start and end, any selected ongoing plan, its recurring price and the exact first-charge date and time zone. Saving a preferred plan or payment method does not itself authorize conversion. Late-trial checkout preserves the original trial end and may be unavailable in the final hours before the trial ends. A paid subscription begins after the trial only if you have expressly authorized those recurring charges. If no ongoing paid plan has been authorized, trial expiration does not authorize us to choose a paid plan or charge you.

We send a reminder five days before the scheduled trial end, including any authorized upcoming charge and how to cancel. We provide additional notices where applicable law requires. You may cancel before the disclosed first-charge time to prevent trial conversion. Any eligibility restrictions are disclosed before enrollment. A missing reminder does not waive any rights the law gives you.

10 Canceling and refunds

Cancel future renewals through the Customer Portal’s online cancellation control or contact support@tqhbrain.com. Online subscribers can cancel online without being required to call, attend a meeting or accept a retention offer. If you cannot authenticate, email support@tqhbrain.com to request assistance; we will verify your identity before processing a manual cancellation. We confirm cancellation and its effective date. A verified cancellation received before the disclosed next-charge time prevents that renewal. Uninstalling the software, stopping use or removing a shortcut does not itself cancel the subscription.

Paid access ordinarily continues through the paid period. Except as required by law, promised in an offer or stated in these Terms, paid-period fees are not prorated merely because you stop using the software early. We correct duplicate, unauthorized or erroneous charges and honor required refunds. This provision does not restrict lawful payment disputes or nonwaivable remedies.

11 Changes and failed payments

Before a plan change, we disclose its effective date, any immediate charge or credit and the new recurring amount. Upgrades modify the existing subscription. We give at least 30 days’ notice of a price increase and any further notice or consent required by law, including a timely additional notice where a legal notice window requires it. Increases apply only to future renewals. You may cancel before they apply. If payment fails, Stripe may retry authorized charges. We ordinarily provide notice and a reasonable opportunity to correct nonpayment before suspension, without adding undisclosed penalties.

Professional use and online features

12 Practitioner judgment and device use

TQH Brain supports business organization, program lookup and session planning, including Channel 1 and Channel 2 pairings. Its resources and suggestions are not a medical diagnosis, prescription, individualized treatment recommendation or substitute for qualified professional judgment. Do not use the software for emergencies or rely on it as the sole basis for a health or safety decision.

You must independently evaluate selections, contraindications, device instructions, training requirements and the scope of your lawful practice. You are responsible for your services, client consents, representations and regulatory obligations. We do not guarantee medical outcomes, safe or effective treatment, income, business growth or a particular result. Neither software access nor a listing in our network verifies a practitioner’s credentials or confers a license to practice. These provisions do not waive the Company’s own legal obligations or determine a product’s regulatory classification.

13 Communications and external services

Appointment reminders, email campaigns, secure forms, document exchange, referrals, messaging and optional mailbox integrations can transmit recipient details and content outside a local computer. Scheduled reminders and campaigns may transmit permitted data automatically after you enable and configure them. The optional installed Messages/Inbox integration connects the Center server directly to the Microsoft tenant and mailbox configured in the practice’s communication settings and may list, read, send, reply to, forward, move or delete messages and attachments through Microsoft Graph; it is separate from the Company-managed reminder and campaign stores. Use a feature only after reviewing its specific data-flow and provider notice, selecting appropriate recipients and establishing required permissions and safeguards. Do not assume that a feature is suitable for PHI because it appears in TQH Brain or because access and encryption controls passed testing. Do not use it for regulated information until Section 6 is satisfied.

For promotional communications, maintain authorized recipient lists, accurate sender and subject information, required advertising disclosures and postal addresses, and effective opt-out controls. Honor opt-outs and applicable consent requirements, including CAN-SPAM and any laws that apply to a communication channel you use. If you use text-message or automated or prerecorded calling features, you are responsible for obtaining any separate consent the law requires, including under the Telephone Consumer Protection Act, and for honoring opt-out requests. An appointment reminder is not permission to add unrelated marketing. Do not upload purchased or harvested lists without a lawful basis.

Google Cloud/Firebase, Microsoft Entra ID, Microsoft Graph/Exchange Online, Stripe, Zoom, linked suppliers and independently selected IT, email or backup providers have their own terms and privacy practices. Review them before use. Provider availability of a BAA does not establish that it has been accepted or that every product is covered; applicable agreements and covered-service configurations must be confirmed before regulated use. Authorized software support is provided through PC Planet’s HIPAA-configured Syncro arrangement under BAAs with Syncro and the Company, within the agreed authorization and scope; this does not create routine Company access to the local database. A link or brand reference does not itself imply sponsorship, partnership or Company responsibility for a third party’s goods. We remain responsible for obligations law imposes on our own acts and providers acting for us. Ordinary software support does not include separate device repair, network administration or data recovery unless expressly agreed.

14 Network Center and Bulletin Board

Do not post client-identifying or confidential information, threats, harassment, hateful abuse, unlawful material, malware, misleading health or earnings claims, infringing material or unauthorized promotions. Do not scrape member information or misuse the directory. Lawful criticism, honest reviews and protected reports to regulators are not prohibited merely because they are unfavorable.

You retain rights in original content you submit and grant the Company a nonexclusive, royalty-free permission to host, reproduce, format, display, transmit and moderate it only to operate the requested feature, follow your sharing choices and meet legal obligations. This permission excludes Local Practice Records you have not submitted. It ends when content is removed from active services, subject to legally required retention, reasonable backup removal and copies already received by others. Community contributions are their authors’ statements, not verified Company advice or endorsements.

We may review or remove posts and suspend or terminate Bulletin Board posting privileges or Network Center access for violations. A Network Center restriction does not itself terminate the desktop software license; a broader restriction requires an independent basis under Section 15. Paid advertisements are subject to the separate posting terms shown and accepted before payment, including approval, price, schedule, time zone, removal and refund rules. Those terms do not exclude refunds required by law or promised for unprovided service, and rejection, cancellation or removal does not by itself establish that a refund is either required or unavailable. These Terms alone do not authorize an advertisement charge.

Service restrictions and ending access

15 Refusal suspension and termination

The Company may decline a purchase or account for lawful business reasons, including fraud risk, inability to support the requested use or legal restrictions. We may restrict or suspend affected services for nonpayment, material license violations, unauthorized copying, serious abuse, security threats or a legal requirement. We will not exercise these rights through unlawful discrimination or retaliation. A refusal after payment but before service results in a refund for the unprovided service.

For a correctable breach, we ordinarily identify the issue and allow at least 10 days to cure before terminating access. Immediate action may be taken when reasonably necessary to address fraud, serious security risk, unlawful activity, material infringement or legal obligations. Restrictions should be limited to affected features where reasonably practicable. Contact support@tqhbrain.com to request review.

If we end a subscription for business convenience without your breach, we give at least 30 days’ notice and refund prepaid fees for the period we will not provide. Termination for material breach remains subject to legally required remedies and any express refund promise. A service restriction does not authorize charges for an unpurchased replacement service.

16 Your records after cancellation or suspension

When trial or paid access ends, the license to use the corresponding paid functionality ends. Your records remain yours. Cancellation does not transfer them to us and does not authorize remote deletion of your local records. After ordinary trial or paid expiration, authenticated read-only access may generally remain available, subject to authentication, role, suspension and other restrictions; it does not guarantee every report, export, backup, restore or write operation will remain available. Maintain readable exports, original-document downloads, tested backups and matching recovery materials before a trial ends, a plan is downgraded, access is suspended or a subscription is terminated. An encrypted .tqhbackup archive is a recovery format, not a general readable export. Removal of a paid feature may prevent editing or exporting through that feature.

For an ordinary closure, contact support for information about then-available export or retrieval methods. No fixed post-closure retrieval window or single export of all Local Practice Records is currently offered, and suspension may restrict access differently from ordinary cancellation. Preserve required readable exports and recovery materials before access changes. This does not promise indefinite free access to paid features or recovery of files we do not hold. We will not withhold access to records in violation of applicable law. Any Company-held online content is handled under the Privacy Notice and applicable law.

For Connected-Feature Data the Company holds, export, deletion and retrieval are governed by the Privacy Notice, the applicable feature terms and any data-processing addendum or Business Associate Agreement, and apply only to information we actually hold and only where the relevant feature supports export or retrieval. Recipient copies, mailbox copies, suppression records, security records, legal-hold materials and backup copies may not be immediately deletable.

17 Updates availability and support

Compatible equipment, supported operating systems, internet connectivity, activation and third-party services may be required for particular functions. Maintain a secure, supported installation and review available security updates. We may deliver fixes, perform maintenance and discontinue unsupported versions, with reasonable advance notice where practicable. We do not guarantee uninterrupted or error-free operation or compatibility with every device or integration.

We give reasonable advance notice of a material reduction in prepaid functionality or planned service discontinuation. If we discontinue prepaid service without an equivalent replacement, we refund the unused portion for service not provided. Urgent security or legally required changes may occur sooner. Neither party is responsible for delay caused by events beyond its reasonable control, but this does not excuse required refunds, data-protection duties or other nonwaivable obligations.

18 Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT EVERY ERROR WILL BE CORRECTED OR THAT ANY SYSTEM WILL BE COMPLETELY SECURE. EXPRESS PROMISES IN THESE TERMS, A SIGNED AGREEMENT OR APPLICABLE LAW ARE NOT DISCLAIMED. ANY NONWAIVABLE WARRANTY OR REMEDY REMAINS AVAILABLE.

Liability disputes and legal notices

19 Liability limits and Company personnel

“Protected Parties” means the Company and its members, owners, managers, officers, employees, authorized agents, contractors and licensors, acting in connection with the software or services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROTECTED PARTIES ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION OR LOST DATA, ARISING FROM THE SOFTWARE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

The disclaimer of liability for lost data in this section concerns Local Practice Records and subscriber-controlled storage and backups, for which you are responsible. It does not disclaim the Company’s responsibility for loss or unauthorized disclosure of Connected-Feature Data to the extent caused by the Company’s breach, negligence, willful misconduct or violation of nonwaivable law. The aggregate cap applies to privacy, security and confidentiality claims only to the extent permitted by applicable law.

To the maximum extent permitted by law, the aggregate liability of all Protected Parties together for claims arising from the software, services or this agreement, under any legal theory, will not exceed the greater of $100 or the total fees you paid the Company for the affected software and services in the 12 months before the event giving rise to the claim. Related claims do not multiply this cap.

The exclusions and cap do not apply to fraud, willful misconduct, gross negligence, promised refunds or liability that applicable law prohibits limiting, including nonwaivable privacy, security or consumer obligations. This agreement is with the Company; no owner or other individual personally guarantees its performance solely by acting for it. This does not release personal liability that law independently imposes. Protected Parties may enforce this section as intended third-party beneficiaries; it does not increase the aggregate cap.

20 Responsibility for third-party claims

To the extent permitted by law, you will defend and indemnify the Protected Parties against third-party claims and reasonable resulting judgments, approved settlements and defense costs to the extent caused by your unlawful services or use, material breach of these Terms, infringement of another person’s rights, unauthorized submitted content, or failure to protect information within your responsibility. This excludes claims to the extent caused by a Protected Party’s own breach, negligence or misconduct.

We must provide prompt notice, reasonable cooperation at your expense and reasonable control of the defense with qualified counsel. Delay in notice excuses this obligation only to the extent it materially prejudices the defense. No settlement may admit fault for, impose a nonmonetary duty on, or fail to fully release a Protected Party without its written consent, not unreasonably withheld. We may participate with separate counsel at our expense.

21 Governing law and disputes

The laws of the State of Florida, without regard to its conflict-of-law rules, govern this agreement, subject to applicable federal law and mandatory protections of your jurisdiction that cannot lawfully be waived. Subject to those protections and any nonwaivable venue rights, the parties consent to exclusive jurisdiction in the state courts located in Lake County, Florida, and the federal courts serving that county. Either party may use an eligible small-claims court or seek appropriate urgent relief. These Terms do not require arbitration or waive jury or class-action rights. Contacting us to resolve a dispute informally is encouraged but does not toll deadlines or bar a lawful claim or regulatory complaint.

22 Changes general provisions and contact

We give at least 30 days’ notice of material changes, except where law or security reasonably requires earlier action. Changes are prospective, with affirmative consent where required; they do not retroactively authorize charges or new data uses. The accepted order, these Terms and incorporated addenda form the agreement. A signed agreement controls express conflicts; a signed BAA controls PHI matters, and a data-processing addendum is available where applicable law requires one for the personal information we hold. The Privacy Notice is not blanket consent to unrelated processing.

An unenforceable provision is severed only as law permits; the remainder continues. Failure to enforce is not waiver. You may not assign the license without consent except as law permits. We may assign to a successor that assumes our obligations, subject to law and privacy commitments. Ownership, accrued payment duties, applicable indemnities, liability limits and dispute provisions survive as appropriate. Neither party is the other’s partner or agent.

Contact: TQH Research and Development LLC | support@tqhbrain.com | https://tqhbrain.com

Mailing address: 1576 Bella Cruz Dr #319, The Villages, FL 32159