Master Service Agreement (MSA)

This Master Service Agreement ("MSA") is entered into between the licensed behavioral-health facility identified in the applicable order form ("Covered Entity" or "Customer") and Recovery Network Inc. ("Business Associate" or "Recovery Network"). The MSA governs the commercial relationship; PHI is governed by the separately executed Business Associate Agreement, which is incorporated by reference.

1. Services

Recovery Network will provide the Covered Entity access to the RNI behavioral-health platform ("Platform") and associated support services as ordered. The Platform includes The Council — a multi-doctor AI system that performs AI-assisted analysis of patient communications, wearable signals, and voice/video journaling to generate risk scoring and alert generation in support of licensed clinical judgment. Dr. Chen (Compliance Authority) holds absolute veto power over all escalation decisions. The Platform supports — and does not replace — licensed clinical judgment.

2. Data Use

3. 42 CFR Part 2

Records subject to 42 CFR Part 2 (substance use disorder records) are handled in accordance with that regulation in addition to HIPAA. The Covered Entity is responsible for obtaining and managing the written consents required by 42 CFR §2.31. Recovery Network will not disclose Part 2 Records except as permitted by those consents or by §2.12–§2.67. Re-disclosure is prohibited except as permitted by Part 2. Recovery Network is treated as a "qualified service organization" under 42 CFR §2.11.

4. Pricing & Term

Tier pricing is as follows and is billed monthly with a 90-day upfront commitment:

All tiers include full platform access to all 7 client-facing surfaces (Clinical Portal, Clinical Console, Executive Portal, Executive Console, Admin Portal, Admin Console, Patient Portal). The initial term is 12 months from the Effective Date, auto-renewing for successive 12-month terms unless either party provides 60 days' written notice of non-renewal.

5. Responsibilities

Covered Entity responsibilities:

• Maintain licensed clinical staff who review all Critical-tier alerts before any clinical action
• Obtain and manage patient consents (including 42 CFR Part 2 consents where applicable)
• Provide accurate facility_id-scoped user provisioning
• Comply with acceptable use provisions of the Terms of Service

Recovery Network responsibilities:

• Operate the Platform in accordance with HIPAA, the BAA, and applicable law
• Maintain commercially reasonable availability and support
• Enforce the PHI boundary: identifiable PHI stays within each Covered Entity's environment and is never used across clients for model training or system optimization
• Operate Dr. Chen's compliance veto as an absolute gate on all escalations

6. Support & Service Levels

Recovery Network will use commercially reasonable efforts to maintain Platform availability of 99.5% monthly, excluding scheduled maintenance and force majeure. Support is provided during business hours (09:00–17:00 Central, Monday–Friday) with Critical-severity incident response within 4 business hours.

7. Confidentiality

Each party will protect the other's Confidential Information using the same care it uses to protect its own, and no less than reasonable care. PHI is governed by the BAA.

8. Warranties & Limitations

Recovery Network warrants that the Platform will materially conform to its documentation. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS MSA, THE PLATFORM IS PROVIDED "AS-IS" AND RECOVERY NETWORK DISCLAIMS ALL IMPLIED WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY IS LIMITED TO FEES PAID BY COVERED ENTITY IN THE 12 MONTHS PRECEDING THE CLAIM.

9. Indemnification

Each party will indemnify the other against third-party claims arising from its breach of this MSA, its negligence or willful misconduct, or its violation of applicable law.

10. Termination

Either party may terminate this MSA for material breach on 30 days' written notice if the breach remains uncured. Recovery Network may suspend access for non-payment after 30 days' written notice. Upon termination, Recovery Network will return or destroy PHI in accordance with the BAA and cease providing services. Provisions that by their nature should survive termination (including confidentiality, data use, and limitations of liability) will survive.

11. Governing Law & Disputes

This MSA is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Disputes will be resolved by binding arbitration in Delaware under JAMS rules, except that either party may seek injunctive relief in court for breaches of confidentiality or intellectual property.

12. Miscellaneous

This MSA, together with the BAA and any executed order forms, is the entire agreement between the parties. In the event of inconsistency, the BAA controls with respect to PHI; this MSA controls for all other matters. Neither party may assign this MSA without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices must be in writing and sent to the parties' designated contacts.

Contact

Recovery Network Inc.
info@recoverynetwork.ai