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RECITALS

Kayya Financial is a financial operating system designed for service-based businesses. Kayya provides software tools, patient/client financing infrastructure, and membership program management to help business owners streamline revenue operations, improve collection rates, and offer flexible payment options to their customers.

The Client desires to access and use the Kayya platform under the terms set forth in this Agreement, and Kayya agrees to provide such access subject to those terms.

In consideration of the mutual covenants and the fees described herein, the parties agree as follows.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

  • "Platform" means the Kayya Financial software-as-a-service application, including all modules, APIs, dashboards, reporting tools, and related services made available to the Client.
  • "Financing Module" means the patient/client financing feature that enables the Client to offer installment payment options to their end customers, facilitated through Kayya's third-party lending network.
  • "Kayya Care Membership Module" means the recurring membership program management feature allowing the Client to create, sell, and administer in-house membership plans for their customers.
  • "Financial OS" means the integrated suite of tools including the Financing Module, Kayya Care Membership Module, reporting dashboards, and any additional modules made available under the Client's selected subscription plan.
  • "Subscription Fee" means the recurring monthly fee payable by the Client for access to the Platform as specified in Schedule A.
  • "Client Data" means all data, records, and information submitted by or on behalf of the Client through the Platform.
  • "End Customer" means any patient, client, or customer of the Client who interacts with the Platform through the Client's account.

Platform Services

Subject to the terms of this Agreement and timely payment of all applicable fees, Kayya grants the Client a limited, non-exclusive, non-transferable right to access and use the Platform during the subscription term for the Client's internal business operations. The Platform includes the following modules:

2.1 Financial Operating System (SaaS Platform)

Kayya will provide the Client with access to its cloud-based Financial OS, including dashboard analytics, revenue reporting, workflow automation tools, and integrations with supported practice management and business software. Kayya reserves the right to update, modify, or enhance Platform features at any time with reasonable notice to the Client.

2.2 Patient / Client Financing

The Financing Module enables the Client to offer their End Customers flexible installment payment plans through Kayya's network of third-party lending partners. Kayya facilitates the connection between the Client and lenders but does not itself act as a lender or guarantee loan approval for any End Customer. All financing decisions are made by the applicable third-party lender(s) in accordance with their own underwriting criteria.

The Client acknowledges and agrees that:

  • Kayya makes no representations regarding the approval rates, terms, or availability of third-party financing for any specific End Customer.
  • The Client shall not make representations to End Customers regarding guaranteed financing outcomes.
  • All data submitted through the Financing Module is subject to Kayya's Privacy Policy and any applicable third-party lender data agreements.

2.3 Kayya Care Membership Program

The Kayya Care Membership Module enables the Client to design, launch, and manage a recurring in-house membership program for their End Customers. Kayya provides the software infrastructure for membership creation, enrollment, recurring billing, and member management. The Client is solely responsible for:

  • The terms, pricing, and benefits of any membership plan offered to End Customers.
  • Compliance with applicable consumer protection, state licensing, and regulatory requirements related to membership or subscription programs in their jurisdiction.
  • Communicating membership terms accurately to End Customers.

Subscription Fees & Payment

The Client agrees to pay Kayya all applicable fees as set forth in this Section 3 and Schedule A attached hereto and incorporated by reference. All fees are subject to change with written notice as described below.

3.1 Monthly SaaS Subscription Fee

Access to the Platform is provided on a tiered monthly subscription basis. Current plan pricing is as follows:

  • Lite Plan: $199.00 per month
  • Essential Plan: $299.00 per month
  • Enterprise Plan: $599.00 per month

The Client's selected plan and corresponding monthly fee are set forth in Schedule A. Subscription Fees are billed monthly in advance on the first day of each billing cycle and are non-refundable except as expressly required by applicable law.

3.2 Annual Fee Increases

Kayya reserves the right to increase Subscription Fees no more than once per calendar year. Any such increase shall be a minimum of ten percent (10%) above the then-current rate and shall be communicated to the Client via written notice at least thirty (30) days prior to the effective date of the increase. Continued use of the Platform after the effective date of a fee increase constitutes the Client's acceptance of the new pricing.

3.3 Loan Servicing Fee

For all in-house financing facilitated through the Platform - including collected down payments, recurring monthly installment payments, and Kayya Care Membership payments processed on behalf of the Client - Kayya will charge a loan servicing fee of six point nine nine percent (6.99%) of each collected amount. This fee is deducted at the time of collection before remittance to the Client.

3.4 Payment Processing Fees

In addition to the loan servicing fee described in Section 3.3, standard third-party payment processing fees apply to all transactions processed through the Platform. Current processing fee rates are as follows:

  • Credit card and debit card transactions: approximately 3.39% per transaction
  • ACH bank transfers: approximately 1.80% per transaction

Payment processing fees are assessed by third-party payment processors and passed through to the Client. These rates are subject to change based on processor rate adjustments and will be updated with written notice to the Client.

3.5 General Fee Terms

  • All fees described in this Section 3 are subject to change with written notice to the Client as specified herein.
  • Payment is due within fifteen (15) days of the invoice date.
  • Kayya accepts payment via ACH bank transfer, credit card, or other methods made available through the Platform.
  • In the event of a past-due balance exceeding fifteen (15) days, Kayya may suspend access to the Platform until all outstanding amounts are paid in full.
  • Any amounts not paid when due shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), computed from the due date until the date of full payment.

Term & Termination

4.1 Term

This Agreement commences on the Effective Date and continues on a month-to-month basis unless earlier terminated as provided herein.

4.2 Termination by Client

The Client may terminate this Agreement at any time by providing Kayya with at least thirty (30) days' prior written notice. Upon termination, the Client's access to the Platform will be suspended at the end of the then-current billing cycle, and no prorated refunds will be issued for the remainder of that period.

4.3 Termination by Kayya

Kayya reserves the right to terminate this Agreement and suspend or discontinue the Client's access to the Platform at any time, for any reason, upon thirty (30) days' written notice to the Client.

Notwithstanding the foregoing, Kayya may terminate or suspend the Client's access immediately and without prior notice in the following circumstances:

  • The Client engages in, or Kayya reasonably suspects the Client of engaging in, fraudulent activity, misrepresentation, or deceptive practices in connection with the Platform or its End Customers;
  • Kayya has reasonable grounds to suspect the Client of engaging in money laundering, structuring, or other financial crimes in connection with transactions processed through the Platform;
  • The Client engages in any other illegal or unlawful activity in connection with its use of the Platform, including violations of applicable federal, state, or local laws or regulations;
  • The Client materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice from Kayya;
  • The Client fails to pay any amounts due and the delinquency continues for more than fifteen (15) days after written notice; or
  • Kayya is required to terminate or suspend services by applicable law, regulation, or order of a governmental authority.

Kayya shall not be liable to the Client for any losses, damages, or costs arising from a suspension or termination made in good faith under this Section 4.3. Kayya's right to terminate for any reason under this section reflects the nature of the Platform as a financial services infrastructure provider subject to compliance and regulatory obligations.

4.4 Effect of Termination

Upon termination or expiration: (i) all rights granted to the Client under this Agreement immediately cease; (ii) the Client shall cease all use of the Platform; (iii) Kayya will provide the Client with an export of its Client Data in a standard format for a period of thirty (30) days following termination, after which Kayya may delete or archive such data in accordance with its data retention policies; and (iv) all accrued payment obligations survive termination.

Data, Privacy & Security

The Client grants Kayya a limited, non-exclusive license to access, process, and use Client Data solely to the extent necessary to provide the Platform services described in this Agreement.

  • Kayya will implement and maintain commercially reasonable technical and organizational safeguards to protect Client Data against unauthorized access, disclosure, or destruction.
  • Kayya will not sell or disclose Client Data to third parties except (i) as necessary to deliver Platform services (e.g., third-party lenders in connection with the Financing Module), (ii) as required by law, or (iii) with the Client's prior written consent.
  • The Client is responsible for ensuring that its collection and submission of End Customer data through the Platform complies with all applicable privacy laws, including but not limited to HIPAA (if applicable), CCPA, and any other applicable state or federal privacy regulations.
  • If the Client is a Covered Entity or Business Associate under HIPAA, the parties shall execute a separate Business Associate Agreement (BAA) prior to the Client submitting any Protected Health Information through the Platform.

Client Responsibilities & Acceptable Use

The Client agrees to:

  • Use the Platform solely for lawful business purposes and in compliance with all applicable laws and regulations.
  • Maintain the confidentiality of account credentials and promptly notify Kayya of any unauthorized access or security breach.
  • Ensure that all information provided to Kayya, including business and End Customer information, is accurate, current, and complete.
  • Obtain all necessary consents from End Customers prior to submitting their information to the Platform.
  • Not attempt to reverse-engineer, copy, sublicense, resell, or create derivative works from any portion of the Platform.
  • Not use the Platform to engage in any deceptive, fraudulent, abusive, or harmful activity toward End Customers or third parties.

Intellectual Property

As between the parties, Kayya retains all right, title, and interest in and to the Platform, including all underlying software, algorithms, interfaces, documentation, and branding. This Agreement does not convey any ownership interest in the Platform to the Client.

As between the parties, the Client retains ownership of all Client Data. The Client grants Kayya the limited license described in Section 5 for the duration of this Agreement.

Kayya may use aggregated and de-identified data derived from the Client's use of the Platform for analytics, product improvement, and benchmarking purposes, provided such data cannot reasonably be used to identify the Client or any End Customer.

Representations & Warranties

8.1 By Kayya

Kayya represents and warrants that: (i) it has the full authority to enter into this Agreement; (ii) the Platform will perform materially in accordance with its published documentation; and (iii) Kayya will maintain commercially reasonable uptime and will use reasonable efforts to notify the Client of scheduled maintenance.

8.2 By the Client

The Client represents and warrants that: (i) it has the full authority to enter into this Agreement; (ii) it will use the Platform only for lawful purposes; (iii) all information provided to Kayya is accurate; and (iv) it holds all required licenses and approvals to operate its business and offer the services it facilitates through the Platform.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." KAYYA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KAYYA DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF SECURITY VULNERABILITIES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KAYYA BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF KAYYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

KAYYA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE CLIENT TO KAYYA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

The limitations in this Section shall not apply to: (i) the Client's payment obligations; (ii) either party's indemnification obligations; or (iii) damages arising from a party's gross negligence, fraud, or willful misconduct.

Indemnification

Each party (the "Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents (collectively, the "Indemnified Party") from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • The Indemnifying Party's material breach of this Agreement;
  • The Indemnifying Party's negligence or willful misconduct; or
  • In the case of the Client: any claim by an End Customer arising from the Client's use of the Platform, including claims related to the Client's membership programs, financing representations, or data collection practices.

Confidentiality

Each party may receive or have access to confidential information of the other party in connection with this Agreement ("Confidential Information"). Each party agrees to: (i) hold the other party's Confidential Information in strict confidence; (ii) use such Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement; and (iii) not disclose such Confidential Information to third parties without the prior written consent of the disclosing party, except as required by law.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

General Provisions

  • Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Los Angeles, California.
  • Entire Agreement. This Agreement, together with Schedule A and any executed addenda (including a BAA if applicable), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.
  • Amendments. Kayya may amend this Agreement upon thirty (30) days' written notice to the Client. Continued use of the Platform after the effective date of an amendment constitutes acceptance.
  • Assignment. The Client may not assign this Agreement without Kayya's prior written consent. Kayya may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
  • Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
  • Waiver. No waiver of any right or remedy under this Agreement shall be effective unless made in writing.
  • Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses set forth in the Agreement Details section above.
  • Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, government actions, or telecommunications failures.
  • Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
  • Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

Non-Compete & Non-Circumvention

During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Client shall not, directly or indirectly: (i) develop, design, market, or commercially offer any software platform, product, or service that is substantially similar to or competitive with the Platform or any material feature thereof; (ii) use knowledge, workflows, data, or insights gained through access to the Platform to assist any third party in building, funding, or marketing a competing product or service; or (iii) circumvent Kayya to establish a direct relationship with any third-party lender, payment processor, or technology partner introduced to the Client through the Platform, for the purpose of replicating or competing with the Platform's functionality.

The Client acknowledges that the Platform incorporates proprietary workflows, algorithms, integrations, and business logic that constitute trade secrets of Kayya, and that any violation of this Section would cause irreparable harm for which monetary damages would be an inadequate remedy. Kayya shall be entitled to seek injunctive relief, in addition to all other remedies available at law or in equity, in the event of any breach or threatened breach of this Section.

Data Exclusivity & Integration Lock-In

The Client acknowledges that transaction data, payment histories, membership records, financing flows, and analytics generated through Client's use of the Platform are processed and structured by Kayya's proprietary systems and constitute a valuable component of the Platform. Accordingly:

  • The Client may not perform or authorize any bulk export, scraping, or automated extraction of Client Data or Platform-generated data for the purpose of migrating to, populating, or benchmarking a competing platform or product.
  • Upon termination of this Agreement, Kayya will provide Client Data export in a standard format as described in Section 4.4. Such export right is limited to the Client's own End Customer records and does not include Kayya-generated analytics, scoring data, aggregated benchmarks, or proprietary platform outputs.
  • Any migration of Client Data to a competing platform shall be subject to a minimum sixty (60) day wind-down period following written notice of termination, during which all active financing and membership obligations through the Platform must be resolved, and Kayya's prior written consent is required for any transfer involving Kayya-facilitated financing records.

Non-Solicitation

During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Client shall not, directly or indirectly:

  • Solicit, recruit, or hire any employee, contractor, or consultant of Kayya who was involved in providing services to the Client under this Agreement; or
  • Induce or encourage any third-party lender, payment processor, technology partner, or vendor of Kayya to terminate or reduce its relationship with Kayya, or to offer competing or substitute services to the Client or any other party for the purpose of replicating or displacing the Platform.

Prohibition on Competitive Benchmarking

The Client shall not use the Platform, or any information, data, workflows, user experience, or proprietary features accessed through the Platform, for the purpose of: (i) evaluating, designing, or assisting in the development of a competing product or service; (ii) disclosing Platform architecture, pricing structures, feature sets, or operational logic to any third party that is developing or operating a competing platform; or (iii) providing competitive intelligence about the Platform to any investor, advisor, or development team engaged in building a product or service that competes with Kayya.

Any violation of this Section shall constitute a material breach of this Agreement and shall entitle Kayya to immediate termination without notice, injunctive relief, and recovery of all damages including lost profits and attorneys' fees.