By clicking “I Accept” or “I Agree” in the MaxDrips platform, or by accessing or using the MaxDrips Service after July 1, 2026, Subscriber agrees to be legally bound by these Terms of Service and, where applicable, the HIPAA Business Associate Agreement (Exhibit B) in their entirety.

No handwritten or electronic signature is required. Subscriber’s click constitutes a binding legal agreement under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).

If Subscriber does not agree to these Terms, Subscriber must not access or use the MaxDrips Platform.

MaxDrips records the date, time, IP address, user account, and Terms version at the moment of acceptance. This record constitutes Subscriber’s binding consent and is stored for the duration of the Agreement plus seven (7) years.

These Terms of Service (“Terms”) govern access to and use of the MaxDrips Platform operated by Apoorva Corporation, a Colorado corporation doing business as MaxDrips (“MaxDrips” or “Apoorva”), with its principal place of business at 11811 Upham Street, Unit B, Broomfield, CO 80020. The entity or individual accepting these Terms is referred to as “Subscriber.”

MaxDrips has developed, owns, and operates a multi-location customer engagement and communications platform (“MaxDrips Platform” or “Service”). These Terms replace and supersede any prior written subscription agreement between the parties.

A. Description of Service

MaxDrips will provide Subscriber access to the MaxDrips Platform, a cloud-based multi-location customer engagement and communications platform including:

• Automated appointment reminders, confirmations, and scheduling communications
• Customer recall and re-engagement campaigns
• Review generation and online reputation management
• Two-way SMS messaging with customers
• Email campaign management and automation
• Analytics, reporting, and campaign performance dashboards
• Integration connectors (including Denticon, Freshcoat, and other practice management systems)
• A dedicated Account Manager for platform onboarding and ongoing support

B. Authorized Communications on Subscriber’s Behalf

As a material part of the Service, Subscriber hereby authorizes MaxDrips to send email and SMS messages on Subscriber’s behalf. MaxDrips operates as a licensed messaging aggregator and platform provider, sending all messages through MaxDrips’ own managed communications infrastructure, currently provided by CM.com and its affiliated downstream carriers (“Communications Provider”).

MaxDrips maintains a single master account with the Communications Provider and provisions each Subscriber a dedicated phone number (long code or toll-free) registered exclusively to Subscriber’s brand under MaxDrips’ account (“Dedicated Number”). Subscriber does not need to establish or maintain its own account with CM.com or any carrier. MaxDrips bills Subscriber directly for all messaging usage as set forth in Section 2 and Exhibit A. Subscriber acknowledges and agrees to the following:

i. Subscriber Authorization and Consent Responsibility

Subscriber represents and warrants that it has obtained all legally required prior express written consent from each recipient (“End User”) before any SMS message is sent on Subscriber’s behalf. Subscriber acknowledges that:

• MaxDrips is a platform operator and messaging aggregator—not the originating sender—and relies entirely on Subscriber’s representation that valid consent exists.
• Subscriber is solely responsible for maintaining records of End User consent sufficient to demonstrate compliance with applicable law, including the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and any applicable state equivalents.

Subscriber’s failure to obtain and document required consent constitutes a material breach of these Terms.

ii. TCPA, CAN-SPAM, and Regulatory Compliance

Subscriber shall comply with all applicable federal, state, and local laws and regulations governing electronic communications, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and FCC rules thereunder, including rules effective June 2024 regarding one-to-one consent requirements for automated text messages.
• The CAN-SPAM Act of 2003 (15 U.S.C. § 7701 et seq.) for all commercial email communications.
• The Health Insurance Portability and Accountability Act (HIPAA) to the extent Subscriber’s communications include or relate to protected health information (“PHI”). Where Subscriber is a Covered Entity or Business Associate under HIPAA and the MaxDrips Service will involve PHI, Subscriber’s acceptance of these Terms also constitutes acceptance of the HIPAA Business Associate Agreement set forth in Exhibit B (“BAA”), which is incorporated by reference herein.
• State-level consumer protection and privacy laws (including the California Consumer Privacy Act, CCPA, and Colorado Privacy Act, CPA, as applicable).

iii. Opt-Out and Unsubscribe Management

MaxDrips will provide standard opt-out mechanisms on all SMS messages (e.g., STOP keywords) and unsubscribe links in commercial emails. Subscriber agrees to:

• Honor all opt-out and unsubscribe requests immediately and not re-add opted-out End Users to active campaigns without fresh consent.
• Not override, suppress, or circumvent MaxDrips’ built-in opt-out management.
• Notify MaxDrips of any offline opt-out requests received directly by Subscriber within 24 hours.

iv. Prohibited Content

Subscriber shall not use the MaxDrips Platform to send communications that:

• Are false, misleading, or deceptive in any material respect;
• Contain or link to illegal content or promote unlawful activities;
• Constitute harassment, abuse, or unsolicited bulk messaging (spam);
• Violate any third-party intellectual property rights;
• Include protected health information (PHI) without acceptance of the BAA in Exhibit B;
• Violate any CM.com Acceptable Use Policy or applicable carrier policies.

v. CM.com and Carrier Compliance (Aggregator Model)

Subscriber acknowledges that MaxDrips operates as a messaging aggregator and that all SMS and email delivery flows through MaxDrips’ master account with CM.com and its downstream carrier networks. Under this model, MaxDrips is the sender of record with the Communications Provider; Subscriber is the beneficial sender whose brand and content the messages represent. Subscriber agrees that:

• MaxDrips will provision a Dedicated Number for Subscriber and register Subscriber’s brand identity under MaxDrips’ master Communications Provider account, including 10DLC brand and campaign registration as required by U.S. carriers. Subscriber must provide accurate business name, address, EIN, and use-case information required for registration within seven (7) business days of MaxDrips’ request. Failure to provide accurate information may result in message filtering or delivery failure by carriers, for which MaxDrips bears no liability.
• MaxDrips bears all underlying costs charged by CM.com and downstream carriers under its master account. Subscriber pays MaxDrips directly at the rates set forth in Section 2 and Exhibit A, which reflect MaxDrips’ applicable markup over wholesale carrier costs.
• Carrier-imposed message filtering, rate limits, or delivery failures due to regulatory non-compliance by Subscriber do not constitute a breach by MaxDrips, and no credits or refunds will be issued for such failures.
• MaxDrips reserves the right to suspend or terminate Subscriber’s Dedicated Number and messaging capabilities immediately and without prior notice if: (a) CM.com, a carrier, or a regulatory authority instructs MaxDrips to do so; (b) Subscriber’s messaging activity violates these Terms, applicable law, or carrier policies; or (c) Subscriber’s messaging patterns create material risk of harm to MaxDrips’ master account or other Subscribers on the platform.

vi. Indemnification for Messaging Violations

Subscriber shall indemnify, defend, and hold harmless Apoorva Corporation, its officers, directors, employees, and agents from and against any and all claims, damages, fines, penalties, and reasonable attorneys’ fees arising out of or related to: (a) Subscriber’s failure to obtain required End User consent; (b) Subscriber’s violation of TCPA, CAN-SPAM, HIPAA, or other applicable laws; (c) content provided or approved by Subscriber; (d) Subscriber’s violation of CM.com’s Acceptable Use Policy; or (e) any account-level consequence imposed on MaxDrips’ master Communications Provider account arising from Subscriber’s messaging activity.

A. Monthly Subscription Fee

Subscriber will pay a monthly subscription fee per active location, at the rate set forth in Exhibit A (the “Standard Rate”), unless a different rate is presented to and accepted by Subscriber at the time of acceptance of these Terms, in which case the rate displayed and accepted at that time (“Subscriber Rate”) governs in place of the Standard Rate. The Subscriber Rate, once accepted, is recorded in MaxDrips’ systems as part of Subscriber’s acceptance record and constitutes the binding “Subscription Fee” for purposes of these Terms. A location is “active” during any billing period in which it is enrolled in the MaxDrips Platform, regardless of usage volume. Any location active for any portion of a billing month will be billed for the full month. The features and usage allowances included in the monthly Subscription Fee are set forth in Exhibit A. Subscriber’s applicable Subscription Fee for the current billing period is always available within the MaxDrips account billing dashboard and on each invoice.

B. Usage Fees

In addition to the monthly Subscription Fee, Subscriber will be billed for usage fees and additional infrastructure charges as set forth in Exhibit A.

C. Taxes

All fees are exclusive of applicable sales, use, excise, VAT, or similar taxes. Subscriber is responsible for all such taxes, except taxes on MaxDrips’ net income.

D. Payment Authorization and Billing Cycle

By accepting these Terms, Subscriber authorizes MaxDrips to charge the credit card or ACH account on file for all amounts due. Billing terms:

• Monthly Subscription Fees are billed in advance, on or around the 5th of each month.
• Excess usage fees are billed in arrears, added to the following month’s invoice or collected at time of purchase.
• Invoices unpaid after fifteen (15) days accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law.
• MaxDrips reserves the right to suspend or terminate Service for non-payment after ten (10) days’ written notice.

E. Fee Adjustments

MaxDrips may adjust the Subscription Fee or usage rates upon sixty (60) days’ written notice. Subscriber’s continued use of the Service after the effective date of any fee adjustment constitutes acceptance of the new rates. MaxDrips will notify Subscriber of any fee changes via email and through an in-platform notification.

F. Refund Policy

All Subscription Fees and usage fees paid to MaxDrips are non-refundable, except as expressly required by applicable law. Fees billed for an active location are earned in full at the start of each billing period, regardless of actual usage. Subscriber’s sole and exclusive remedy for any service issue or dissatisfaction is the dispute resolution process set forth in Section 8.

G. Billing Disputes and Chargeback Policy

Subscriber agrees to contact MaxDrips before initiating any chargeback, payment dispute, or reversal with Subscriber’s bank or payment provider. To dispute a charge, Subscriber must email support@maxdrips.com with the subject line “Billing Dispute” and include: (i) the invoice date and amount in dispute; (ii) a description of the issue; and (iii) any supporting documentation.

MaxDrips will respond to all billing disputes within five (5) business days and will work in good faith to resolve the matter. Subscriber acknowledges that initiating a chargeback without first completing this process constitutes a breach of these Terms and may result in immediate suspension of Service. MaxDrips reserves the right to recover chargeback fees, reversal fees, and reasonable collection costs from Subscriber.

A. Term

These Terms take effect on the date Subscriber first clicks “I Accept” or “I Agree” in the MaxDrips Platform, or on the date Subscriber first accesses the Service after July 1, 2026, whichever is earlier (“Acceptance Date”). The Terms continue in force for an initial period of one (1) year from the Acceptance Date (“Initial Term”) and automatically renew for successive one (1) year periods (“Renewal Terms”) unless terminated in accordance with this Section.

B. Non-Renewal

Either party may elect not to renew these Terms by providing the other party with at least ninety (90) days’ written notice prior to the expiration of the then-current Subscription Term. If timely notice is provided, these Terms will terminate at the end of the then-current Subscription Term, and no further Subscription Fees will be due after the termination date. Written notice of non-renewal may be submitted via email to support@maxdrips.com or through the cancellation feature in the MaxDrips account settings.

C. Early Termination by Subscriber

Subscriber may terminate these Terms prior to the expiration of the then-current Subscription Term by providing MaxDrips with at least ninety (90) days’ written notice. Upon receipt of such notice, Subscriber shall remain responsible for payment of an Early Termination Charge equal to the lesser of:

• Subscription Fees due during the ninety (90)-day notice period; or
• The total remaining unpaid Subscription Fees that would otherwise become due through the end of the then-current Subscription Term.

MaxDrips will continue to provide the Service through the effective termination date, provided Subscriber remains current on all payment obligations. Upon expiration of the applicable notice period and payment of all outstanding amounts (including any applicable Early Termination Charge), these Terms shall terminate and Subscriber’s right to access and use the Service shall immediately cease.

The parties acknowledge that the Early Termination Charge is a reasonable estimate of MaxDrips’ anticipated losses and administrative costs resulting from early termination and is intended as liquidated damages, not as a penalty. No refunds or credits will be provided for any Subscription Fees previously paid.

D. Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (i) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice; (ii) the other party becomes insolvent or makes a general assignment for the benefit of creditors; or (iii) the other party ceases to conduct business in the ordinary course. MaxDrips may suspend or terminate Service immediately, without cure period, upon Subscriber’s violation of Sections 1B(iv) (Prohibited Content), 1B(i) (Consent Responsibility), or any applicable communications law.

E. Effect of Termination

Upon termination or expiration: (i) all licenses granted to Subscriber terminate; (ii) Subscriber will lose access to the MaxDrips Platform and stored data within thirty (30) days; (iii) all fees accrued through the date of termination remain due and payable; (iv) Sections 1B(vi), 4, 5, 6, 7, and 8 survive termination; and (v) any Early Termination Charge accrued but unpaid as of the termination date remains immediately due and payable.

A. Ownership of Platform

MaxDrips and Apoorva Corporation own and retain all right, title, and interest in and to the MaxDrips Platform, including all underlying software, algorithms, interfaces, documentation, and associated intellectual property rights. These Terms grant Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the MaxDrips Platform solely for Subscriber’s internal business purposes during the Term.

B. Subscriber Data

Subscriber retains ownership of all data, content, and information provided by or generated on behalf of Subscriber through the MaxDrips Platform (“Subscriber Data”). Subscriber grants MaxDrips a limited license to process and use Subscriber Data solely to provide the Service. MaxDrips will not sell or disclose Subscriber Data to third parties except as necessary to provide the Service (including to CM.com and carrier networks) or as required by law.

C. Feedback

If Subscriber provides suggestions or feedback regarding the MaxDrips Platform, Subscriber grants MaxDrips a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to Subscriber.

Each party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to third parties without prior written consent, except to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein. “Confidential Information” means any non-public business, technical, financial, or operational information disclosed by one party to the other that is marked confidential or that a reasonable party would understand to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order. Confidentiality obligations survive termination for three (3) years.

A. MaxDrips Warranties

MaxDrips warrants that: (i) it has the authority to enter into these Terms; (ii) the MaxDrips Platform will perform materially in accordance with its documentation under normal use; and (iii) MaxDrips will implement commercially reasonable security measures to protect Subscriber Data.

B. Subscriber Warranties

Subscriber warrants that: (i) it has the authority to accept these Terms on behalf of the subscribing entity; (ii) it has obtained all required consents from End Users as described in Section 1B; (iii) all information Subscriber provides to MaxDrips is accurate and complete; and (iv) Subscriber’s use of the Service will comply with all applicable laws and regulations.

C. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6A, THE MAXDRIPS PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MAXDRIPS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR GUARANTEE DELIVERY OF ANY PARTICULAR SMS MESSAGE OR EMAIL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (i) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (ii) MAXDRIPS’ TOTAL AGGREGATE LIABILITY TO SUBSCRIBER WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; AND (iii) THE FOREGOING LIMITATIONS DO NOT APPLY TO SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 1B(vi) OR TO EITHER PARTY’S OBLIGATIONS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

A. Governing Law

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles.

B. Informal Resolution

The parties agree to attempt in good faith to resolve any Dispute through good-faith negotiation between authorized representatives for a period of thirty (30) days following written notice of the Dispute.

C. Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiation, the Dispute will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in Denver, Colorado, or remotely by mutual agreement. The arbitrator’s award will be final and binding. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

D. Class Action Waiver

EACH PARTY WAIVES ANY RIGHT TO BRING CLAIMS AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

A. Updates to These Terms

MaxDrips may update these Terms from time to time. When MaxDrips makes a material change, Subscriber will be notified via email and will be prompted to accept the updated Terms upon next login before accessing the Service. The updated Terms version number and effective date will be posted at www.MaxDrips.com/terms. Continued use of the Service after accepting updated Terms constitutes binding agreement to the revised Terms.

B. Entire Agreement

These Terms, together with all Exhibits, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior and contemporaneous agreements, understandings, representations, and any prior written subscription agreements. In the event of a conflict between these Terms and any Exhibit, these Terms control unless an Exhibit expressly states otherwise.

C. Assignment

Subscriber may not assign or transfer these Terms without MaxDrips’ prior written consent. MaxDrips may assign these Terms without Subscriber’s consent in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.

D. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, internet or telecommunications failures, or acts of third-party carriers (including CM.com network outages).

E. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

F. Waiver

A party’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

G. Notices

Legal notices to MaxDrips must be sent in writing to: Apoorva Corporation, Attn: Legal, 11811 Upham Street, Unit B, Broomfield, CO 80020; support@maxdrips.com. Notices to Subscriber will be sent to the email address on file in Subscriber’s MaxDrips account. Subscriber is responsible for keeping contact information current.

H. Contact Us

Questions about these Terms may be directed to support@maxdrips.com or www.MaxDrips.com/terms.