End User License Agreement

Nielo web application and services. Crux Ledger LLC, doing business as Nielo.

Effective Date: September 27, 2026.

This End User License Agreement ("Agreement" or "EULA") is between Crux Ledger LLC, doing business as Nielo ("Nielo," "we," "us," or "our"), and the individual or organization that accesses or uses the Nielo services ("Customer," "you," or "your").

By creating an account, accepting an invitation, clicking to accept this Agreement, or accessing or using Nielo, you agree to this Agreement. If you use Nielo on behalf of an organization, you represent that you have authority to bind that organization. If you do not have that authority or do not agree to this Agreement, do not use Nielo.

1. The Nielo Service and License

Subject to this Agreement, any applicable order form, and payment of applicable fees, Nielo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription or pilot term to access and use the hosted Nielo service for Customer's internal business purposes.

Nielo is a hosted reconciliation and accounting-automation service. No software ownership is transferred to Customer. Any rights not expressly granted are reserved by Nielo and its licensors.

2. Accounts, Authorized Users, and Security

Customer is responsible for identifying its authorized users, assigning appropriate roles, maintaining accurate account information, protecting passwords and authenticators, and promptly removing access when it is no longer appropriate.

Nielo requires password authentication together with WebAuthn/FIDO2 passkeys for user accounts and may require additional passkey verification or other security controls before access to sensitive functions or information. Users must not bypass, disable, share, or interfere with those controls. Customer must promptly notify Nielo at [email protected] of suspected unauthorized access or compromise.

3. Customer Data and Permissions

"Customer Data" means information, files, records, instructions, and other content submitted to, received by, or processed through Nielo on Customer's behalf, including information received through customer-authorized integrations.

Customer retains its rights in Customer Data. Customer grants Nielo and its service providers the limited rights necessary to host, process, transmit, display, reproduce, and otherwise use Customer Data to provide, secure, support, and improve the service; comply with Customer instructions; and meet legal or contractual obligations.

Customer represents and warrants that it has all rights, permissions, consents, and legal authority necessary for Nielo to receive and process Customer Data and to connect the systems Customer authorizes.

4. Healthcare Data and Business Associate Agreement

If Customer is a healthcare organization and Nielo will create, receive, maintain, or transmit PHI on Customer's behalf, the parties will execute an applicable Business Associate Agreement ("BAA"). Where a BAA applies, it governs Nielo's handling of PHI and controls over conflicting terms in this Agreement with respect to PHI.

The connection between Nielo and a healthcare Customer's billing system remains blocked until an authorized Customer Owner has executed the applicable BAA. Customer must not use Nielo to transmit PHI through integrations or features that Nielo identifies as not intended for PHI.

5. Bank Connections, Plaid, and Payment Authorization

Customer may authorize Nielo to connect to financial accounts through Plaid. For reconciliation, Nielo uses read-only account and transaction information. Nielo does not use reconciliation functionality to move, withdraw, or transfer patient payments, insurance proceeds, or other Customer operating funds.

If Customer separately authorizes payment of Nielo fees from a connected bank account, Nielo may use that connection to collect amounts owed directly to Nielo. Any such authorization is separate from the reconciliation function and is governed by the applicable authorization and payment terms.

Plaid and participating financial institutions may apply their own terms and privacy practices to services they provide directly.

Nielo does not store full bank account numbers. Nielo receives and retains only limited account-identifying information made available through the applicable provider, such as the last four digits and provider-generated identifiers necessary to identify or administer the connection.

6. QuickBooks Online and Intuit

Customer may authorize Nielo to connect to QuickBooks Online. Depending on Customer configuration, Nielo may read applicable company preferences and accounting information and may create customers, accounts and sub-accounts, service items, classes, and journal entries. Nielo may delete journal entries previously created by Nielo.

Nielo is designed so patient-level PHI is not transmitted to QuickBooks Online through the Nielo integration. Customer must not intentionally configure or use Nielo in a manner that sends patient-level PHI to QuickBooks Online.

Intuit may apply its own terms, developer requirements, and privacy practices to QuickBooks Online and related services.

7. Other Integrations and Third-Party Services

Nielo may interoperate with CollaborateMD, Stripe, Plaid, Intuit, and other third-party services. Customer authorizes Nielo to exchange information with the third-party services Customer connects or uses as necessary to provide the requested functionality.

Independent third-party services and customer-authorized integrations may operate under their own terms, privacy practices, and security obligations. Nielo is not responsible for the independent acts or omissions of those services except as required by applicable law or written agreement. Service providers that Nielo engages to process information on Nielo's behalf are subject to the contractual, privacy, security, and, where applicable, HIPAA requirements described in Nielo's Privacy Policy and other applicable agreements.

8. Uploaded Files

Nielo may permit authorized users to upload files associated with the Customer account, subject to technical limits such as a 20 MB per-file limit. Customer is responsible for the content of uploaded files and for ensuring it has authority to provide them to Nielo. Customer should not upload information that is unnecessary for the intended service.

9. Acceptable Use and Restrictions

Customer and its users will not, and will not permit others to:

• use Nielo in violation of law, regulation, contract, or third-party rights;
• attempt to gain unauthorized access to another customer, account, system, or data set;
• circumvent authentication, access-control, tenant-separation, security, usage, or technical restrictions;
• probe, scan, or test Nielo for vulnerabilities except with Nielo's prior written authorization;
• introduce malware or materially interfere with the integrity, availability, or operation of Nielo;
• reverse engineer, decompile, disassemble, or attempt to derive source code from Nielo except to the limited extent such restriction is prohibited by applicable law;
• resell, sublicense, lease, timeshare, or provide Nielo to third parties except as expressly permitted in writing; or
• use Nielo or Nielo-generated output to build or train a competing product or model.

10. Fees, Billing, and Taxes

Fees, billing frequency, pilot terms, and payment obligations are set forth in the applicable order form, subscription selection, invoice, or other written agreement. Unless otherwise stated in writing, fees are exclusive of applicable taxes. Customer is responsible for taxes arising from its purchase or use of Nielo other than taxes imposed on Nielo's net income.

If Customer authorizes automatic payment, Customer authorizes Nielo and its payment providers to use the selected payment method for amounts due in accordance with the applicable authorization.

11. Confidentiality

Each party may receive non-public information from the other that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will use Confidential Information only as necessary to perform or exercise rights under the parties' agreements and will protect it using reasonable care.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public through no breach, is received lawfully from a third party without confidentiality duty, or is independently developed without use of the other party's Confidential Information. Required legal disclosures may be made to the extent legally required, with notice where legally permitted.

12. Privacy and Data Protection

Nielo's Privacy Policy, effective September 27, 2026, describes Nielo's general data practices and is incorporated by reference. If a BAA, data-protection addendum, or other written agreement applies to particular data, the more specific agreement controls for that data.

Nielo does not use Customer Data or patient information to train artificial intelligence or machine-learning models.

13. Intellectual Property and Feedback

Nielo and its licensors own all rights, title, and interest in and to the Nielo service, software, documentation, designs, interfaces, technology, and related intellectual property, excluding Customer Data.

If Customer or a user provides suggestions, ideas, or feedback about Nielo, Nielo may use that feedback without restriction or payment, provided Nielo does not publicly identify Customer as the source without permission.

14. Service Changes, Availability, and Beta or Pilot Features

Nielo may modify the service over time, including to improve security, reliability, integrations, and functionality. Nielo may suspend access when reasonably necessary to address security risks, legal requirements, nonpayment, misuse, or material threats to the service or other customers.

Pilot, beta, preview, or evaluation features may be incomplete, may change, and may have additional limitations disclosed to Customer. Customer should independently verify accounting results and other outputs before relying on them for business, accounting, tax, compliance, or patient-care decisions.

15. Customer Review of Accounting Output

Nielo assists with reconciliation and accounting workflow automation but is not a public accounting firm, tax advisor, legal advisor, bank, insurer, or healthcare provider. Customer remains responsible for reviewing, approving, and maintaining its books and records and for determining the appropriate accounting, tax, compliance, clinical, and business treatment of transactions and information.

16. Suspension and Termination

Either party may terminate as provided in an applicable order form or other written agreement. Nielo may suspend or terminate access for material breach, nonpayment, unlawful use, security threats, or where continued use would create material risk to Nielo, customers, or third parties.

Following termination, Customer access will end and Customer Data will be handled according to the applicable agreement, BAA, Privacy Policy, and Nielo's retention and deletion practices. Provider connections and credentials may be revoked or removed as part of offboarding. Eligible information approved for deletion is deleted from active systems according to Nielo's deletion procedures. Information may remain temporarily in encrypted backups for up to 16 days, after which those backups expire according to the applicable backup lifecycle.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIELO IS PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT FOR EXPRESS WARRANTIES IN A SIGNED WRITTEN AGREEMENT, NIELO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NIELO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT EVERY ERROR OR SECURITY ISSUE WILL BE DETECTED OR PREVENTED.

The foregoing does not limit obligations expressly stated in an applicable BAA or other signed written agreement, and it does not exclude warranties or obligations that cannot lawfully be excluded.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OR GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR AMOUNTS THAT CANNOT LAWFULLY BE LIMITED AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN A SIGNED ORDER FORM, BAA, OR OTHER WRITTEN AGREEMENT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO NIELO FOR THE SERVICE DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19. Indemnification

Customer will defend, indemnify, and hold harmless Nielo and its officers, directors, employees, and agents from third-party claims arising from Customer Data, Customer's unlawful or unauthorized use of Nielo, or Customer's breach of Section 3 or Section 9, except to the extent caused by Nielo's breach, negligence, or misconduct.

20. Governing Law and Disputes

This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law principles. Any dispute arising from or relating to this Agreement will be brought in the state or federal courts located in Salt Lake County, Utah, and each party consents to personal jurisdiction and venue there, unless the parties agree in writing to another dispute-resolution process.

21. Changes to This Agreement

Nielo may update this Agreement from time to time. We will update the effective date when revised terms are published. If a change materially affects an existing paid subscription, Nielo will provide notice where required by law or contract. Continued use after the effective date of an applicable update constitutes acceptance to the extent permitted by law.

22. General Terms

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it in connection with a merger, reorganization, sale of substantially all assets, or similar transaction, provided the assignee agrees to the applicable obligations. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Headings are for convenience only.

This Agreement, together with the applicable Privacy Policy, BAA, order form, payment authorization, and other signed terms, constitutes the agreement between the parties concerning the subject matter addressed by those documents. If there is a conflict, the more specific signed document controls for its subject matter.

23. Contact

Crux Ledger LLC, doing business as Nielo

Security and Legal Notices: [email protected]

General Contact: [email protected]

Website: https://nielobooks.com

24. Electronic Acceptance

Electronic acceptance, including clicking an acceptance control or continuing through an account-creation or onboarding flow that clearly presents this Agreement, has the same effect as a written signature to the extent permitted by applicable law. Nielo may retain records of the version accepted, the accepting user, date and time, and related account information.