SumHealth Provider Terms & Conditions

SUMHEALTH INC.

30 N Gould St Ste R, Sheridan, WY 82801

Effective August 6, 2026 · Version 1.0

SumHealth is a consumer price-comparison service. By publishing, you grant us a perpetual license to display, analyze, and distribute your rates and profile content — including the right to license or sell it commercially, whether or not we do so today — and a license to use your name and logo to identify you and in our marketing. You confirm your rates are accurate and that you have the right to publish them. You can stop publishing at any time, but data you have already published remains in our historical records.

1.1 Purpose. SumHealth operates a consumer-facing service enabling patients and consumers to discover, compare, and select healthcare providers based on published self-pay rates and provider information. The Platform is designed and operated for consumer price discovery.

"SumHealth" means SumHealth Inc., a Wyoming corporation, and its affiliates and successors.

"Platform" means the SumHealth website, applications, APIs, data products, and successor services.

"Rate Data" means all pricing, procedure, service, code (including CPT, HCPCS, DRG, and revenue codes), and related descriptive information Provider submits or publishes, including all revisions and historical versions.

"Profile Content" means all non-rate content Provider submits: descriptions, biographies, service and specialty listings, hours, locations, contact information, accepted payment methods, credentials, photographs, videos, and any other text, image, or media.

"Provider Marks" means Provider's name, trade names, logos, service marks, trademarks, and trade dress.

"Derived Data" means any aggregation, benchmark, index, statistic, model, analysis, visualization, comparison, or ranking created by SumHealth that incorporates or derives from Rate Data or Profile Content.

"Provider Content" means Rate Data, Profile Content, and Provider Marks collectively.

2.1 Grant. Provider grants SumHealth a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable license, sublicensable through multiple tiers, to host, store, reproduce, modify, adapt, publish, publicly display, distribute, transmit, create derivative works from, commercially exploit, license, and sell the Rate Data, in whole or in part, in any medium now known or later developed, including without limitation:

(a) display of rates to consumers and other Platform users;

(b) creation, marketing, licensing, and sale of Derived Data, data products, APIs, reports, and subscriptions to third parties on a commercial basis;

(c) price comparison, benchmarking, and ranking, including comparison against other providers by name;

(d) academic, policy, journalistic, and commercial research and publication;

(e) marketing and promotion of the Platform; and

(f) training, evaluating, and improving machine learning and artificial intelligence models.

2.2 Reserved right; no present commitment. Provider acknowledges that the license in Section 2.1(b) is granted and reserved whether or not SumHealth presently engages in the sale or commercial licensing of Rate Data. SumHealth may commence, expand, or discontinue such activity at any time in its sole discretion without notice to or further consent from Provider.

2.3 No attribution obligation. SumHealth may exercise this license with or without attribution, except where attribution is required by law.

2.4 Historical retention. SumHealth may retain, display, and license all historical versions of Rate Data indefinitely, including after Provider ceases publishing. Provider acknowledges historical rate series are a core component of the Platform.

2.5 Ownership. As between the parties, Provider retains ownership of Rate Data. SumHealth exclusively owns all Derived Data.

3.1 Grant. Provider grants SumHealth a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to use, reproduce, display, and distribute the Provider Marks to:

(a) identify Provider and its facilities within the Platform, in search results, comparison views, and Rate Data outputs;

(b) identify Provider as a participating provider in SumHealth's marketing, advertising, and promotional materials, including SumHealth's website and homepage, landing pages, social media channels including LinkedIn, email campaigns, sales presentations, investor materials, trade show materials, case studies, and press communications;

(c) include Provider in participant lists, directories, logo displays, and maps; and

(d) include Provider Marks in Derived Data products and research publications distributed or sold to third parties.

3.2 Ownership and goodwill. Provider retains all right, title, and interest in the Provider Marks. Goodwill from SumHealth's use inures to Provider.

3.3 Quality control. SumHealth will use Provider Marks consistent with written brand guidelines Provider furnishes in advance, to the extent commercially reasonable and not materially restrictive of the uses in Section 3.1. SumHealth will not alter Provider Marks except for proportional resizing and format conversion.

3.4 Term. The license continues while Provider maintains an account and for [TWELVE (12)] months after, provided SumHealth (a) need not recall, destroy, or cease distributing materials created or distributed before expiration, and (b) may continue using Provider Marks indefinitely in archival materials, historical Rate Data, research publications, and Derived Data created before expiration.

3.5 Withdrawal. Provider may withdraw the license in Sections 3.1(b) and (c) — marketing and participant-list uses only — on [THIRTY (30)] days' written notice to [LEGAL@SUMHEALTH.COM]. Withdrawal does not affect Sections 3.1(a) or (d), which are necessary to Platform operation and data-product integrity, and does not affect materials already created or distributed.

4.1 Grant. Provider grants SumHealth a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, adapt, publish, display, distribute, and create derivative works from Profile Content for any purpose related to the Platform and its data products, including the uses in Section 2.1.

4.2 Editorial discretion. SumHealth may format, excerpt, truncate, translate, reorder, or summarize Profile Content, and may generate summaries or descriptions using automated means. SumHealth is not obligated to display any Profile Content.

4.3 Photographs and likenesses. Provider represents that it holds all necessary rights, releases, and consents — including model releases and, where applicable, patient authorizations under HIPAA — for every photograph, video, and image submitted, and that no such media contains identifiable patients absent valid written authorization.

4.4 Content standards. Provider will not submit Profile Content that is false, misleading, defamatory, infringing, obscene, or that makes claims about outcomes, superiority, or comparative quality that Provider cannot substantiate. SumHealth may remove any Profile Content at any time without notice.

4.5 Professional advertising rules. Provider is solely responsible for compliance with state medical board, professional licensing, and healthcare advertising regulations governing its Profile Content, including rules on specialty designations, credentials, and testimonials.

5.1 Provider's participation is not an endorsement, sponsorship, recommendation, or certification of SumHealth by Provider, and SumHealth will not represent otherwise.

5.2 SumHealth's display of Provider Marks or Provider's rates is not an endorsement, recommendation, or certification of Provider or Provider's services by SumHealth.

5.3 SumHealth will identify Provider as a participating or listed provider and will not, absent Provider's written consent, use language stating or implying that Provider endorses, recommends, partners with, or is affiliated with SumHealth beyond Platform participation.

Provider represents and warrants, as of each submission and continuously while published, that:

6.1 Authority. Provider has corporate authority to enter these Terms and the accepting individual is authorized to bind Provider.

6.2 Accuracy. All Rate Data is accurate, complete, and current, and reflects the actual amount Provider will accept as payment in full from a self-pay patient for the identified service, subject only to exclusions Provider expressly discloses.

6.3 Rights in marks and content. Provider owns or is licensed to use the Provider Marks and Profile Content and may grant the licenses in Sections 3 and 4 without infringing third-party rights.

6.4 No contractual restriction. Publication does not violate and is not restricted by any agreement to which Provider is a party, including any payer contract, network participation agreement, most-favored-nation clause, confidentiality provision, or pricing-disclosure restriction.

6.5 Legal compliance. Publication complies with applicable federal and state law, including price transparency, consumer protection, insurance, and professional licensing requirements.

6.6 No protected health information. Provider will not submit protected health information as defined under HIPAA, individually identifiable health information, or any patient personal information. SumHealth is not a covered entity or business associate with respect to Provider Content and is not acting as Provider's business associate.

6.7 Independent pricing. Provider determined its rates unilaterally and independently, without agreement, coordination, or understanding with any other provider, and will continue to do so. Provider is not using the Platform to signal, coordinate, or align pricing with any competitor.

7.1 Provider will keep Rate Data and Profile Content current and promptly update or withdraw anything inaccurate.

7.2 SumHealth may display a "last updated" timestamp and may label, deprioritize, flag, or remove stale, implausible, or unverifiable content at its sole discretion.

7.3 SumHealth may, but need not, verify Provider Content. No verification relieves Provider of its obligations under Section 6.2.

7.4 Provider will not submit content that is misleading, that advertises a rate Provider does not intend to honor, or that is designed to manipulate comparison rankings or search placement.

8.1 The Platform and all Provider Content are provided "AS IS" and "AS AVAILABLE." SumHealth disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.

8.2 Rate Data is informational only, is not a quote, estimate, offer, or price guarantee, and creates no contractual relationship between Provider and any consumer.

8.3 Nothing on the Platform is medical advice. SumHealth does not recommend providers or practice medicine.

9.1 Provider will defend, indemnify, and hold harmless SumHealth, its affiliates, officers, employees, agents, licensees, and data customers against any claim, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising from:

(a) inaccuracy, incompleteness, or staleness of Provider Content;

(b) any claim that SumHealth's permitted use of Provider Marks or Profile Content infringes or misappropriates a third-party right;

(c) breach of any representation or warranty in Section 6, including any claim by a payer that publication breached an agreement with Provider;

(d) any claim by a patient or consumer arising from reliance on Provider Content;

(e) any claim arising from photographs or likenesses submitted by Provider; and

(f) Provider's violation of any law or professional regulation.

9.2 SumHealth will give prompt notice and reasonable cooperation and may participate with its own counsel at its expense. Provider may not settle in a manner imposing obligation or admitting fault on SumHealth without written consent.

10.1 SumHealth is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill.

10.2 SumHealth's aggregate liability will not exceed [ONE HUNDRED DOLLARS ($100), OR AMOUNTS PAID BY PROVIDER TO SUMHEALTH IN THE PRECEDING TWELVE MONTHS IF GREATER].

10.3 These limits do not apply to Provider's indemnification obligations under Section 9 or to either party's gross negligence, willful misconduct, or fraud.

11.1 These Terms begin on acceptance and continue until terminated.

11.2 Provider may terminate by closing its account. SumHealth may terminate or suspend at any time, for any reason, with or without notice.

11.3 On termination SumHealth will cease publishing Provider's rates as current within [TEN (10)] business days. SumHealth may convert the profile to an unclaimed listing under Section 13.

11.4 Survival. Sections 1, 2 (in full, including the perpetual license and reserved sale right), 3.2, 3.4, 4.1, 5, 6, 8, 9, 10, 11.4, 12, and 13 survive. Provider expressly acknowledges that termination does not revoke the license in Section 2 as to Rate Data submitted before termination, which may continue to be displayed as historical, incorporated into Derived Data, and licensed or sold in perpetuity.

12.1 Modification. SumHealth may modify on [THIRTY (30)] days' notice; continued publication constitutes acceptance. Material changes to Sections 2, 3, or 4 require affirmative re-acceptance.

12.2 Assignment. SumHealth may assign, including all licenses, without consent, including in a merger, acquisition, or asset sale. Provider may not assign without written consent.

12.3 Governing law and venue. Wyoming law governs, without regard to conflict of laws. Exclusive venue is [VENUE].

12.4 Dispute resolution. [SELECT: binding arbitration with class action waiver / litigation].

12.5 Entire agreement. These Terms are the entire agreement on this subject matter. Provider purchase orders, vendor forms, or provider-supplied terms have no effect. A separately executed signed agreement controls over any conflict.

12.6 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect.

12.7 No waiver. No failure or delay in exercising any right operates as a waiver.

12.8 Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.

13.1 SumHealth may create and publish provider listings from publicly available sources, including machine-readable files published under federal or state price transparency law, provider websites, and public directories, without the provider's participation or consent.

13.2 Unclaimed listings are not governed by these Terms, and no provider representation, warranty, license, or indemnity arises from them. SumHealth's rights with respect to unclaimed listings derive from applicable law, not contract.

13.3 A provider may claim its listing by verifying authority and accepting these Terms. Upon claiming, these Terms govern the listing prospectively, and the provider grants the licenses in Sections 2, 3, and 4 as to all content it thereafter submits.

13.4 Rate Data previously published on an unclaimed listing remains subject to Section 2.4 historical retention regardless of whether the listing is later claimed or the account later terminated.