PENCIL Health Clinical Partner License Agreement

1Eligibility, Authority, and Accounts

The Services are intended for licensed healthcare professionals and healthcare practices. At enrollment, you provide a National Provider Identifier (NPI) for yourself or your practice, which PENCIL Health checks against the national NPI registry. PENCIL Health may review your enrollment information and may suspend access under Section 20 if your eligibility cannot be verified. The Services are not a patient portal or consumer medical service. You represent that your enrollment and professional information is accurate, complete, and current.

"Authorized Users" are the named professionals and workforce members you permit to use the Services within the account limits shown at enrollment. You are responsible for all Authorized Users and account activity. Credentials are personal to the assigned user and may not be shared. Promptly report suspected unauthorized access to pencil@pencilhealth.com.

2Clinical Partner Program and Services

"Services" means the PENCIL Health website, platform, PENCIL Care Plan Library, PENCIL Care Plans, care-plan builder, and related content and features made available through your account. Exact features and account limits are those displayed in the enrollment record or inside the account.

PENCIL Health provides standardized patient-education content and workflow tools. PENCIL Health does not practice medicine, establish a clinician-patient relationship, diagnose or treat patients, or replace a licensed healthcare professional's judgment.

The complimentary program is an opportunity to evaluate PENCIL Health in good faith within your clinical workflow. You agree to report material errors or security concerns reasonably promptly. No minimum number of patients or care plans, testimonial, endorsement, case study, or public identification of the Clinical Partner is required without a separate written agreement.

3Complimentary Term and Paid Continuation

The complimentary term begins when PENCIL Health activates and confirms your account ("Activation Date"). The Activation Date is Day 1. Access continues for 120 consecutive calendar days and ends at 11:59 p.m. America/Phoenix time on Day 120, unless suspended or terminated earlier for a reason stated in this Agreement.

The complimentary term costs $0. No payment method is required solely for complimentary access. Complimentary access has no cash value and may not be sold, transferred, or exchanged.

During Days 61 through 90, PENCIL Health will send the Account Contact a confidential, nonpublic paid continuation offer or notice that an offer is available through the account. The offer may include pricing, account configuration, available license options, and a separate annual paid license agreement. Offers may vary by organization, program, features, or offer period.

The offer, including its pricing, discounts, account configuration, and other nonpublic commercial terms, is PENCIL Health Confidential Information. You may disclose it only to your owners, personnel, legal counsel, accountants, or other professional advisers who reasonably need to know and are required to protect its confidentiality, or when disclosure is required by law. You may not publicly post, publish, advertise, or distribute the offer or its pricing.

THE COMPLIMENTARY TERM DOES NOT AUTOMATICALLY RENEW OR CONVERT TO A PAID LICENSE. PENCIL HEALTH WILL NOT CHARGE YOU UNLESS AN AUTHORIZED REPRESENTATIVE SEPARATELY ACCEPTS THE ANNUAL PAID LICENSE AGREEMENT AND AUTHORIZES PAYMENT.

If an Authorized Representative does not accept the separate annual paid agreement and authorize payment before the complimentary term expires, access ends automatically after Day 120 without penalty or further payment obligation. If accepted, the paid term and first authorized charge may begin on Day 121 as stated in the annual agreement. Silence, continued complimentary use, or receipt of an offer is not acceptance and does not authorize a charge. An incorrect email address, spam filter, or undelivered notice does not extend Day 120.

4Account Logins and Staff

Unless the enrollment record states otherwise, each Clinical Partner account includes up to eight named logins: one for you and up to seven for members of your staff. Any different account limits will appear in the enrollment record.

Logins may be used only by personnel supporting the enrolled practice. You manage them in your account: you must assign appropriate access and promptly deactivate former personnel. Logins may not be shared concurrently, resold, sublicensed, transferred to an unrelated entity, or used for a nonparticipating practice.

5Limited License and Permitted Patient Use

During the complimentary term and subject to this Agreement, PENCIL Health grants you a limited, revocable, nonexclusive, nontransferable, and nonsublicensable license to:

1. access the Services through Authorized User accounts;
2. review PENCIL Care Plans for suitability before use;
3. use authorized platform features to print or electronically deliver an individual PENCIL Care Plan to a patient currently receiving care from your practice; and
4. use that individual plan as a supplement to the Clinical Partner's patient-specific counseling and instructions.

No ownership interest is transferred. All rights not expressly granted are reserved by PENCIL Health and its licensors.

After an individual PENCIL Care Plan has been delivered to a particular patient during an active license term, you may retain an exact copy of that delivered plan in that patient's medical record for documentation, continuity of care, regulatory compliance, or legal record-retention purposes. The copy may remain in that patient's record after this Agreement ends.

This narrow exception does not permit you to save the plan as a reusable EMR template or shared resource; extract its text into a smart phrase or other material; reuse it for another patient; modify it or remove PENCIL Health branding; or use retained plans to reconstruct any part of the PENCIL Care Plan Library.

6Prohibited Uses

Except for the limited clinical use expressly permitted by this Agreement, you and your Authorized Users may not, directly or indirectly:

1. copy, reproduce, download, archive, collect, or extract PENCIL Health content in bulk;
2. systematically copy content manually or capture or extract it through screenshots, screen recording, optical character recognition, scraping, crawling, bots, scripts, automated tools, or similar methods;
3. alter, edit, translate, adapt, reformat, remove branding from, or create derivative works from PENCIL Health content outside functionality expressly provided by PENCIL Health;
4. rebrand or represent PENCIL Health content as your or another party's original content;
5. sell, sublicense, publish, syndicate, commercially distribute, or make PENCIL Health content available to another practice, clinician, platform, vendor, publisher, insurer, employer, or content provider;
6. upload, import, index, or incorporate PENCIL Health content into an electronic medical record template, smart phrase, shared-content folder, patient-education library, intranet, website, application, database, or any other reusable or searchable system;
7. use PENCIL Health content to build, train, fine-tune, test, benchmark, or improve an artificial-intelligence system, language model, competing care-plan library, or substantially similar product;
8. remove or alter proprietary notices, share credentials outside the authorized organization, exceed account limits, bypass access controls, reverse engineer the platform, probe vulnerabilities, or interfere with operation or security; or
9. use retained PENCIL Health content for new patients after access ends.

Any broader use, integration, adaptation, or EMR implementation requires PENCIL Health's prior written permission and may require a separate agreement and fee.

7Clinical Partner Content, Community Contributions, Branding, and Feedback

"Clinical Partner Content" means original logos, trade names, contact information, and other materials you upload, excluding PENCIL Health content. "Community Contribution" means a care plan that you or an Authorized User creates or adapts with the PENCIL Care Plan builder and then publishes, including its clinical text, instructions, tags, and references. Drafts and unpublished care plans are not Community Contributions. Practice branding, patient information, confidential business information, and third-party content that you lack authority to license are excluded from a Community Contribution.

You retain your rights in original Clinical Partner Content and Community Contributions. You represent that you own or control all necessary rights, that the content is lawful and noninfringing, and that it contains no patient information or unauthorized confidential information.

You grant PENCIL Health and its service providers a nonexclusive, worldwide, royalty-free license to host, reproduce, process, format, display, and transmit Clinical Partner Content as reasonably necessary to provide, secure, support, and improve the Services and comply with law. Except for Community Contributions and any separate written agreement, this operational license ends when the applicable content is deleted from active systems, subject to ordinary backup retention and legal obligations.

When you or an Authorized User publishes a care plan through the PENCIL Care Plan builder, it is submitted to PENCIL Health for review. PENCIL Health may approve or decline it. If approved, it is shared in the PENCIL Care Plan Library, where other PENCIL Health practices can find it and print it for their patients on their own letterhead, with your practice named as the author. For as long as it is shared, you grant PENCIL Health a nonexclusive, worldwide, royalty-free license to host, reproduce, display, and distribute the Community Contribution through the Services for that purpose. No royalty, fee, or other compensation is owed.

You may withdraw a submission, or remove a shared Community Contribution from the library, at any time. When you do, PENCIL Health will stop making it available to other practices and the license in the previous paragraph ends, except that exact copies another practice has already delivered to its patients may remain in those patients' records. PENCIL Health may also remove a Community Contribution from the library at any time and has no obligation to publish or maintain it. Feedback and suggestions that contain no patient or confidential information may be used by PENCIL Health without restriction, compensation, or attribution.

PENCIL Health may preserve the contributor account, Authorized User, content version, publication time, accepted Agreement version, review status, and publication history as evidence of the license grant and content lifecycle. If PENCIL Health expressly offers an authorized private field or private feature, material intended to remain private must be placed only in that designated feature.

For clarity, Community Contributions are governed by the license in this Section and are not Confidential Information while they are shared. Suspected patient information will be excluded from review and may be quarantined, removed, returned, or securely destroyed.

8PENCIL Health Intellectual Property

PENCIL Health and its licensors own all right, title, and interest in the Services, PENCIL Care Plan Library, PENCIL Framework, platform design, software, workflows, selection and arrangement of content, editorial revisions, graphics, branding, trademarks, and related materials, including updates and improvements. The limited license in Section 5 is the only license granted to the Clinical Partner.

9Clinical and Professional Responsibility

You remain solely responsible for all diagnoses, treatments, prescriptions, procedures, informed consent, warnings, contraindications, documentation, follow-up, referrals, emergency instructions, patient communications, and other healthcare services.

Before giving a care plan to a patient, an appropriately licensed healthcare professional must independently review it for accuracy, currency, completeness, appropriateness for that patient, applicable law, professional standards, scope of practice, allergies, medications, comorbidities, health literacy, and individual circumstances. You must supplement the plan whenever patient-specific instructions or warnings are needed.

References to content as evidence-based describe PENCIL Health's intended editorial approach; they do not warrant that every statement is exhaustive, error-free, current at all times, or appropriate for every patient. A care plan is not a diagnosis, prescription, complete treatment plan, substitute for professional judgment, medical record, required disclosure, or guarantee of any outcome. Patients are not parties to or intended third-party beneficiaries of this Agreement.

10Content Updates and Corrections

Medical knowledge and professional guidance change. PENCIL Health may revise, replace, or withdraw care plans and features and may notify Clinical Partners of material corrections. You are responsible for using the current version, reviewing update notices, and deciding whether previously issued information requires patient follow-up. Printed or downloaded copies do not automatically update.

11No Emergency Use

The Services are not designed for emergencies, real-time monitoring, urgent communication, or crisis response. You must provide appropriate emergency instructions and direct patients to call 911 or seek emergency care when clinically indicated.

12Account Privacy and No Patient Information

PENCIL Health's collection and use of account, device, and website information are described in the Privacy Policy. The Services are designed as a professional care-plan library and workflow resource, not as a patient portal, electronic health record, messaging service, or repository for patient information.

DO NOT ENTER, UPLOAD, STORE, OR TRANSMIT PATIENT NAMES, CONTACT INFORMATION, MEDICAL RECORD NUMBERS, DATES OF BIRTH, IMAGES, CLINICAL RECORDS, OR OTHER INFORMATION THAT IDENTIFIES OR COULD REASONABLY IDENTIFY A PATIENT THROUGH THE SERVICES.

Unless PENCIL Health expressly identifies a feature as appropriate for protected health information and the parties sign any legally required agreement, you may not use the Services in a way that causes PENCIL Health to create, receive, maintain, or transmit patient information on your behalf. If you add patient information to a plan outside the Services or deliver it through an external printer, email, text service, patient portal, EHR, or other system, that activity occurs outside the Services and is solely your responsibility.

The Services are not designed or authorized to create, receive, maintain, or transmit protected health information on your behalf, and PENCIL Health does not offer a business associate agreement unless the parties separately sign one. If patient information is submitted accidentally, notify pencil@pencilhealth.com immediately and cooperate with reasonable steps to remove, return, or securely destroy it. The parties' actual data practices, not this label alone, determine any legal status.

13Security and Access Protection

PENCIL Health will use commercially reasonable administrative, technical, and organizational measures appropriate to the Services. No internet service or safeguard is completely secure or uninterrupted. You must use reasonable safeguards, strong passwords, appropriate role-based access, current devices and software, and prompt deactivation of former personnel.

14Confidentiality

Each party may receive nonpublic business, technical, security, or commercial information that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use it only to perform or evaluate this Agreement and will protect it with reasonable care. Confidential Information does not include information that the receiving party can document is public through no breach, already lawfully known, independently developed, or lawfully received without a confidentiality duty. Required legal disclosures are permitted after reasonable notice when legally allowed.

PENCIL Health Confidential Information includes nonpublic platform features, security details, care-plan content not made public by PENCIL Health, and the paid continuation offer described in Section 3. Patient information must not be submitted as Confidential Information.

15Third-Party Services

The Services may depend on or link to payment processors, hosting providers, communications services, or other third-party products governed by separate terms and privacy practices. Nothing in this Section authorizes an electronic health record integration; any such integration requires PENCIL Health's prior written approval, a separate addendum, and any legally required business associate agreement. PENCIL Health is not responsible for third-party products, changes, outages, or acts except to the extent liability cannot lawfully be excluded.

16Service Availability and Support

PENCIL Health may perform maintenance, and the Services may experience interruptions, errors, or delays. PENCIL Health does not guarantee uninterrupted or error-free availability. Support methods and response targets, if any, are those stated in the program description or a separate written service-level agreement.

17Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." PENCIL HEALTH DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY, AND RESULTS. PENCIL HEALTH DOES NOT GUARANTEE ANY CLINICAL, EDUCATIONAL, FINANCIAL, REGULATORY, OR PATIENT OUTCOME. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY.

18Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PENCIL HEALTH AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST REVENUE, PROFITS, DATA, BUSINESS OPPORTUNITY, OR GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR CLAIMS ARISING FROM THE CLINICAL PARTNER'S PATIENT CARE, DECISIONS, MODIFICATIONS, OR COMMUNICATIONS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PENCIL HEALTH, TOGETHER WITH ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AFFILIATES, AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, COMPLIMENTARY ACCESS, OR THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, BUT THEY DO NOT APPLY TO LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED OR EXCLUDED.

19Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless PENCIL Health and its owners, officers, employees, contractors, licensors, affiliates, and service providers from third-party claims, demands, actions, damages, judgments, settlements, penalties, losses, and reasonable legal fees arising from: (a) your or an Authorized User's healthcare services, patient-specific advice, patient care, or communications; (b) failure to review or appropriately use a care plan; (c) unauthorized copying, alteration, distribution, integration, or use of PENCIL Health content; (d) Clinical Partner Content or Community Contributions; (e) violation of law, professional duty, privacy obligation, or this Agreement; or (f) negligent or willful acts or omissions by you or an Authorized User.

PENCIL Health will provide reasonably prompt notice and cooperation. You may control the defense with counsel reasonably acceptable to PENCIL Health but may not settle in a way that admits fault by, imposes obligations on, or fails to fully release PENCIL Health without PENCIL Health's written consent. This section does not apply to the extent a claim results from PENCIL Health's willful misconduct or liability that cannot legally be shifted.

20Suspension, Withdrawal, and Termination

You may withdraw from the complimentary program at any time without a fee by notifying PENCIL Health at pencil@pencilhealth.com. PENCIL Health may suspend access when reasonably necessary to investigate or contain a security threat or suspected unlawful activity.

PENCIL Health may suspend or terminate access for misuse, unauthorized extraction, eligibility that cannot be verified, violation of professional or licensing requirements, or material breach of this Agreement. When reasonably practicable, PENCIL Health will give notice and 10 days to cure a curable breach. PENCIL Health may terminate immediately when a breach is incurable, involves fraud or unlawful conduct, or creates material risk to a patient, another person, PENCIL Health, or the Services. PENCIL Health will not terminate complimentary access without a reason stated in this Section.

21Effect of Expiration or Termination

At expiration or termination, the license and access rights end. You must stop using the Services and PENCIL Health content for new patients and delete or destroy reusable or impermissibly retained copies. Section 5 permits only the exact patient-specific record copies described there to remain. Provisions concerning ownership, restrictions, Community Contributions, confidentiality, patient-record retention, disclaimers, indemnification, liability, and disputes survive.

22Changes to This Agreement

PENCIL Health may update this Agreement to address changes in law, security, abuse prevention, or the Services. Changes required for law, security, or prevention of misuse may take effect during the complimentary term after reasonable notice. Other material changes will apply only to a later term, a new enrollment, or a separate paid agreement unless you affirmatively agree. An update will not retroactively expand the Community Contribution license for material submitted under an earlier version or alter accrued claims or obligations unless required by law.

23Electronic Communications and Electronic Signature

You consent to transact electronically and receive agreements, disclosures, account notices, policy updates, continuation offers, and other communications at the Account Contact email or through the platform. You must maintain a valid account email and promptly update it. You may download or print this Agreement and may request an electronic copy from pencil@pencilhealth.com.

Your electronic acceptance and typed signature have the same force and effect as a handwritten signature. By completing the online acceptance process, you acknowledge that you had an opportunity to review and retain this Agreement and agree to be legally bound by the PENCIL Health Clinical Partner License Agreement, Version 1.1, published September 28, 2026.

24Dispute Resolution, Governing Law, and Venue

Before filing a lawsuit, a party will send written notice describing the dispute and requested resolution, and the parties will try in good faith for 30 days to resolve it informally. This does not prevent temporary or emergency relief, protection of intellectual property or Confidential Information, or timely filing before a limitations period expires.

Arizona law governs this Agreement, without regard to conflict-of-law rules, except to the extent mandatory law of another jurisdiction applies and cannot be waived. Any action arising from this Agreement or the Services must be brought exclusively in the state courts located in Maricopa County, Arizona, or the United States District Court for the District of Arizona, and each party consents to jurisdiction and venue there, except where applicable mandatory law requires otherwise.

25Notices

Notices to you may be sent to the Account Contact email, posted in the platform, or delivered by another method reasonably calculated to provide notice. Notices to PENCIL Health must be sent to pencil@pencilhealth.com. Formal legal notices must also be sent by nationally recognized overnight courier or certified mail to: PENCIL Health, LLC, 10117 N 92nd St Ste 101, Scottsdale, AZ 85255.

26Assignment

You may not assign or transfer this Agreement, an account, or the license without PENCIL Health's prior written consent. PENCIL Health may assign this Agreement in connection with a merger, reorganization, financing, sale of assets, or transfer of the Services if the assignee assumes PENCIL Health's obligations.

27Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, fire, epidemic, war, civil unrest, labor disruption, utility or internet failure, government action, or third-party infrastructure failure.

28Publicity and Program Data

Neither party may use the other party's name, logo, trademarks, testimonial, or endorsement in publicity without separate written approval. PENCIL Health may use program data only in aggregated or deidentified form that does not identify a Clinical Partner, Authorized User, or patient, unless separate written permission is obtained.

29General Terms

This Agreement, the enrollment record, and the Privacy Policy are the complete agreement concerning complimentary access and supersede prior communications on that subject. A separate written agreement is required for paid continuation or expanded use. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the rest will remain in effect. A waiver must be written and applies only to the stated instance. Headings are for convenience only.

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, fiduciary, franchise, agency, or exclusive relationship. PENCIL Health's owners, officers, employees, contractors, licensors, affiliates, and service providers are intended third-party beneficiaries solely of Sections 17 through 19; there are no other third-party beneficiaries.

"Clinical Partner" is a program label only. Neither party has authority to bind the other or make commitments on the other's behalf.

30Contact Information

PENCIL Health, LLC | 10117 N 92nd St Ste 101, Scottsdale, AZ 85255 | Email: pencil@pencilhealth.com | Website: https://www.pencilhealth.com

PENCIL Health, LLC10117 N 92nd St Ste 101Scottsdale, AZ 85255pencil@pencilhealth.comwww.pencilhealth.com