Service Agreement & Zelle Payment

NURSING EDUCATION COMPASS — MASTER FACULTY SERVICE AGREEMENT This Master Faculty Service Agreement ("Agreement") is entered into between the individual signer ("Faculty", "you", "your") and Dr. Brown Cares LLC, operator of Nursing Education Compass ("Provider", "we", "us", "our"), effective on the date electronically signed below. 1 PARTIES AND EFFECTIVE DATE This Agreement is between Faculty and Provider, and becomes effective on the date Faculty types a binding electronic signature below and Provider receives full payment of the applicable tier fee. 2 DEFINITIONS "Web App" means the Nursing Grading Assistant web application owned and operated by Provider at nursingedcompass.com, including its assignment and rubric builders, AI-assisted grading workspace, exemplar libraries, calibration tools, analytics, and PDF report generation; the Web App is a component of Provider's broader Nursing Education Compass platform. "Customized GPT" means the customized GPT titled "Nursing Grading Assistant – by Dr. Brown Cares LLC", configured by Provider and made available to Faculty through OpenAI's ChatGPT platform at the link Provider provides. "Service" means, collectively, (a) the Web App and (b) access to the Customized GPT through the link Provider provides; for the avoidance of doubt, Faculty is not being granted ownership of, or any rights in, ChatGPT, the underlying GPT models, or the Customized GPT itself, and use of the Customized GPT is subject to OpenAI's then-current terms and policies. "Faculty Content" means any course, assignment, rubric, exemplar, student submission, or other material Faculty uploads. "AI Output" means rationales, scores, suggested feedback, and other artifacts generated through the Service. "Sub-processor" means any third party Provider uses to deliver the Service. 3 ELIGIBILITY AND ACCOUNT INTEGRITY Faculty represents that Faculty is at least eighteen years of age, is legally authorized by the relevant institution to evaluate student work, and has the authority to enter into this Agreement. Faculty is solely responsible for safeguarding login credentials and for all activity occurring under the account, including under Faculty's ChatGPT account when using the Customized GPT through the Service. 4 SCOPE OF SERVICE Provider grants Faculty a limited, non-exclusive, non-transferable, revocable license to (a) use the Web App and (b) access the Customized GPT through the link Provider provides, in each case for lawful educational purposes for the tier purchased and subject, as to the Customized GPT, to OpenAI's then-current terms and policies. This license does not transfer ownership of, and does not include rights in, the source code, prompt templates, calibration logic, system instructions, configuration, or any other component of the Web App or the Customized GPT itself, nor any rights in ChatGPT or the underlying GPT models. 5 TIERS AND ACCESS Access is sold as a one-time purchase tied to one of three tiers: Solo Course at two hundred fifty dollars covering one class, course, or cohort; Dual Course at four hundred twenty-five dollars covering two; or Triple Course at five hundred dollars covering three. The tier selected at signing controls the scope of access. 6 TERM Access begins upon Provider's verification of payment and continues for the cohorts covered by the tier, subject to compliance with this Agreement. 7 FEES AND PAYMENT METHOD Faculty agrees to pay the applicable tier fee by Zelle to connect@drbrowncares.com. Payment must include the memo line generated at signing so Provider can match the payment to this Agreement. All fees are quoted and paid in United States dollars. This Agreement and the associated payment cover the one-time purchase of the Service tool only. They do not cover ongoing support, changes, edits, updates, improvements, new features, migrations, custom development, training, or account management of any kind. A separate subscription plan covering ongoing support, updates, and improvements may be purchased separately; contact connect@drbrowncares.com for current subscription pricing and terms. 7.1 TRIPLE COURSE PAYMENT PLAN (OPTIONAL) At signing, Faculty may elect the Triple Course Payment Plan in lieu of a single $500 payment. Under the Payment Plan, Faculty pays two hundred fifty dollars by Zelle at signing and the remaining two hundred fifty dollars by Zelle within fourteen (14) calendar days of signing, for a total of five hundred dollars. Access to the Service is activated upon Provider's verification of the first $250 payment. If the second $250 payment is not received by the fourteenth day after signing, Provider may, without further notice, (a) suspend or terminate Faculty's access to the Service, and (b) lock, withhold access to, and/or delete all Faculty Content, AI Output, grading outcomes, rubrics, exemplars, analytics, reports, and any other data stored under Faculty's account, until the balance is paid in full. Faculty acknowledges and accepts this consequence as a material term of electing the Payment Plan. Provider may also send Faculty courtesy reminders about the second payment; Faculty may opt out of those reminders at any time without affecting the obligation to pay. 8 PAYMENT VERIFICATION AND ACTIVATION Provider verifies Zelle payments manually within one business day of receipt and emails an activation confirmation. If payment is not received within fourteen days of signing, Provider may treat this Agreement as void without further notice. 9 TAXES Stated fees do not include any sales, use, value-added, or similar taxes. Faculty is responsible for any such taxes assessed against the transaction by any taxing authority, other than taxes on Provider's net income. 10 NON-REFUNDABLE FEES All fees are non-refundable once access is provisioned, except where a refund is required by applicable law. 11 FACULTY FINAL AUTHORITY OVER GRADING AI Output is advisory only. Faculty remains the sole and final decision-maker for every grade, comment, and student outcome released to students or institutions. Faculty agrees to review AI Output before release and to correct any error before it affects a student. 12 PROFESSIONAL AND INSTITUTIONAL COMPLIANCE Faculty is responsible for complying with all applicable professional, accreditation, academic-integrity, and institutional policies, including FERPA-equivalent obligations and any board-of-nursing requirements. 13 PROHIBITED CONTENT — NO PHI Faculty will not upload Protected Health Information, payment-card data, government identifiers, or other regulated personal data into the Service. Faculty agrees to redact or anonymize any clinical examples before upload. 14 ACCEPTABLE USE Faculty will not, and will not permit any third party to: reverse engineer, decompile, or attempt to extract model weights or prompt templates from the Service; upload content that infringes any third-party intellectual-property or privacy right; bypass or attempt to bypass usage limits, rate limits, or access controls; resell, sublicense, time-share, or operate a service bureau using the Service; use the Service for any non-educational commercial purpose; or use the Service to develop a competing product. 15 ACCOUNT SECURITY Faculty will use unique, sufficiently strong credentials, will not share accounts, and will promptly notify Provider at connect@drbrowncares.com of any suspected unauthorized access. 16 FACULTY CONTENT OWNERSHIP Faculty retains all right, title, and interest in Faculty Content. Faculty grants Provider a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, display, and create derivative works of Faculty Content solely as necessary to operate and improve the Service for Faculty. 17 PROVIDER INTELLECTUAL PROPERTY Provider retains all right, title, and interest in the Service, including software, prompt templates, calibration logic, analytics methods, design system, and documentation. No rights are granted by implication or estoppel. 18 AI PROCESSING AND MODEL TRAINING Faculty Content sent to AI Sub-processors is governed by contracts that prohibit those Sub-processors from using Faculty Content to train their foundation models. Provider does not use Faculty Content to train third-party foundation models. 19 PRIVACY — DATA WE COLLECT Provider collects: account data such as email and full name; Faculty Content as defined above; and minimal operational logs such as timestamps, IP address, and error traces necessary for security and reliability. 20 PRIVACY — HOW WE USE DATA Provider uses collected data to provide and improve the Service, generate AI-assisted feedback requested by Faculty, respond to purchased support requests, prevent abuse, and meet legal obligations. Provider does not sell personal information and does not serve third-party advertising. 21 PRIVACY — STUDENT WORK Student submissions are accessible only to the faculty account that uploaded them and to Provider's administrators for purchased support, security, and abuse prevention. Faculty is responsible for any disclosure to students or institutions. 22 SUB-PROCESSORS Provider engages vetted Sub-processors for hosting, database, AI inference, email delivery, and similar functions. Each Sub-processor is bound by confidentiality and data-protection obligations no less protective than those in this Agreement. A current list of Sub-processors is available on written request. 23 INTERNATIONAL DATA TRANSFERS Faculty Content and account data may be processed in the United States and in any other country where Provider or its Sub-processors operate. Faculty consents to such transfers. 24 DATA RETENTION Provider retains Faculty Content and account data while the account is active and for a reasonable period thereafter for backups, dispute resolution, and legal compliance. Notwithstanding any other provision of this Agreement, Provider will not delete signed agreements (including this Agreement and any related attestations and addenda), signed calibration attestations, payment receipts, Zelle confirmation references, payment memos, audit-log entries, or any other records required for tax, accounting, audit, legal, regulatory, dispute-resolution, or evidentiary purposes, even on Faculty request under section 25. Provider will retain those records for the longer of (a) the period required by applicable law and (b) seven (7) years after the end of Faculty's access. Faculty may request earlier deletion of other personal data under section 25. 25 FACULTY DATA RIGHTS Faculty may request access, correction, export, or deletion of personal data by emailing connect@drbrowncares.com. Provider honors verifiable requests under applicable laws, including GDPR and CCPA, within the timeframes those laws require. The right to deletion does not extend to signed agreements, signed attestations, payment receipts and references, audit-log entries, or other records described in section 24, which Provider retains as evidence of the parties' dealings and to satisfy legal, accounting, and regulatory obligations. 26 SECURITY MEASURES Provider implements encryption in transit and at rest, row-level access controls, least-privilege administrative access, audit logging, and routine backups. No system is perfectly secure; Faculty agrees to report any suspected vulnerability to connect@drbrowncares.com. 27 INCIDENT NOTIFICATION If Provider becomes aware of a confirmed security incident materially affecting Faculty Content, Provider will notify Faculty without undue delay using the email on file, and will provide reasonable cooperation in response. 28 COOKIES AND LOCAL STORAGE The Service uses a small number of cookies and local-storage entries: an essential session token to keep Faculty signed in, preference entries for theme and welcome-tour state, and a consent record for the cookie banner. The Service does not use third-party advertising cookies, cross-site tracking pixels, or behavioral profiling. Faculty may clear cookies and local storage at any time through the browser, which will sign Faculty out and reset preferences. 29 SERVICE AVAILABILITY Provider targets high availability but does not guarantee uninterrupted access. Planned maintenance, unplanned downtime, force-majeure events, and Sub-processor outages may temporarily affect access. 30 SUPPORT The one-time purchase does not include ongoing support, help-desk availability, troubleshooting, revisions, updates, improvements, training, or account management. Provider assistance is available only to Faculty who purchase a separate active subscription or support plan, unless Provider chooses in writing to provide limited courtesy assistance. Any courtesy assistance does not create an ongoing support obligation. 31 SERVICE CHANGES Provider may modify, enhance, or discontinue features of the Service. Provider will not materially reduce the core grading and rubric features paid for under the selected tier without offering a comparable replacement or a pro-rated credit. 32 BETA AND CALIBRATION FEATURES Features identified as beta, preview, or calibration are provided "as is", may change or be removed, and are not subject to any service commitments. 33 THIRD-PARTY SERVICES The Service may interoperate with third-party services. Provider is not responsible for the availability, accuracy, or content of any third-party service, and Faculty's use of those services is governed by their own terms. 34 FEEDBACK Any feedback, ideas, or suggestions Faculty provides may be used by Provider without obligation or compensation to Faculty. 35 PUBLICITY Provider may identify Faculty's institution as a customer in customer lists and case studies with Faculty's prior written approval, which will not be unreasonably withheld. 36 NO PROFESSIONAL ADVICE The Service is a software tool and is not legal, medical, clinical, or accreditation advice. Faculty must exercise independent professional judgment. 37 DISCLAIMERS THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT AI OUTPUT WILL BE ERROR-FREE OR FREE FROM BIAS. 38 LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE FEES ACTUALLY PAID BY FACULTY UNDER THE SELECTED TIER. PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. 39 INDEMNIFICATION BY FACULTY Faculty will defend, indemnify, and hold harmless Provider and its officers, employees, and Sub-processors against any third-party claim arising from Faculty Content, Faculty's violation of this Agreement, or Faculty's violation of applicable law. 40 SUSPENSION Provider may suspend access on written notice for material breach of this Agreement, suspected fraud, or risk to the Service or its users. 41 TERMINATION Either party may terminate this Agreement for material breach not cured within thirty days after written notice. Provider may terminate immediately for any violation of section 13 or section 14. 42 EFFECT OF TERMINATION On termination Faculty's right to access the Service ends. Provider will, on written request received within thirty days of termination, make Faculty Content available for export in a commercially reasonable format. Sections that by their nature should survive termination will survive, including sections 16, 17, 18, 37, 38, 39, 43, 44, and 45. 43 GOVERNING LAW This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 44 DISPUTE RESOLUTION — STEP ONE — GOOD FAITH DISCUSSIONS Before any formal action, the parties agree to attempt to resolve any dispute through direct, good-faith discussions for at least thirty days after written notice is delivered to connect@drbrowncares.com. 45 DISPUTE RESOLUTION — STEP TWO — MEDIATION If unresolved, the parties agree to non-binding mediation administered by a mutually agreed neutral mediator, or if none can be agreed upon, by a mediator appointed by JAMS under the JAMS Mediation Rules. Mediation costs are shared equally. 46 DISPUTE RESOLUTION — STEP THREE — BINDING ARBITRATION Any dispute not resolved by mediation will be resolved exclusively by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, conducted in English, with the seat of arbitration in the State of Florida, USA. Each party expressly waives any right to a trial in court and any right to a trial by jury. 47 NO CLASS ACTIONS Class actions, collective actions, and representative proceedings are waived. Disputes must be brought on an individual basis. 48 EMERGENCY INJUNCTIVE RELIEF Either party may seek emergency injunctive relief from a court of competent jurisdiction solely to protect intellectual property or confidential information pending appointment of the arbitrator. 49 FORCE MAJEURE Neither party will be liable for any delay or failure to perform caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or utility outage, or Sub-processor failure. 50 NOTICES All legal notices to Provider must be sent to connect@drbrowncares.com and to the mailing address Provider designates on written request. Notices to Faculty will be sent to the email address on file. 51 ASSIGNMENT Faculty may not assign or transfer this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. 52 ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties for the one-time purchase described above and supersedes all prior or contemporaneous understandings about that purchase. 53 CONFIDENTIALITY Each party (the "Receiving Party") may receive non-public information of the other party (the "Disclosing Party") in connection with this Agreement, including the existence and terms of this Agreement, pricing, the Service's prompts, instructions, rubrics, exemplars, configuration, source materials, business plans, customer data, Faculty Content, signer data, payment references, technical information, training materials, and any information marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Receiving Party will (a) use Confidential Information solely to perform under this Agreement, (b) protect it with at least the same degree of care it uses for its own confidential information of like importance and in no event less than a reasonable degree of care, (c) limit disclosure to its personnel and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this section, and (d) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent. Confidential Information does not include information that is or becomes publicly available without breach of this section, was lawfully known to the Receiving Party without confidentiality obligations before disclosure, is independently developed without use of or reference to Confidential Information, or is rightfully received from a third party without confidentiality obligations. The Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided that, where legally permitted, it gives prompt written notice to the Disclosing Party and reasonable cooperation in seeking a protective order. The confidentiality obligations in this section, including each step of the Dispute Resolution process (informal resolution, mediation if any, and binding individual arbitration), apply to all communications, drafts, demands, settlement discussions, mediator and arbitrator communications, written submissions, exhibits, transcripts, awards, and any other materials exchanged in or generated by the Dispute Resolution process, and the parties will keep those materials confidential except as strictly necessary to enforce an award or as required by law. This section survives termination, expiration, and any further use of the Service for five (5) years after the later of (i) termination or expiration of this Agreement and (ii) the last disclosure of Confidential Information, and trade secrets remain protected for as long as they qualify as such under applicable law. 54 NON-DISPARAGEMENT Each party agrees not to make, publish, or knowingly cause to be made or published, any statement (written, oral, recorded, or online, including on social media, review sites, app stores, podcasts, articles, public talks, professional forums, and within institutions) that disparages, defames, denigrates, or is reasonably likely to harm the reputation, character, goodwill, products, services, employees, contractors, or business practices of the other party or, in Faculty's case, of Dr. Brown Cares LLC and its officers, employees, contractors, agents, sub-processors, and affiliates. Nothing in this section prevents (a) truthful testimony required by law, regulation, subpoena, or court order, (b) confidential reports to governmental or regulatory authorities, (c) good-faith communications with Faculty's own counsel, accountant, or other professional advisor, (d) good-faith protected concerted activity or whistleblower disclosures that may not be lawfully restricted, or (e) honest, non-derogatory factual statements about Faculty's own decision to discontinue use of the Service. This section survives termination, expiration, and any further use of the Service indefinitely. 55 USER RESPONSIBILITY AND BROAD INDEMNIFICATION FOR ALL UPLOADED MATERIAL Faculty is solely responsible for all material Faculty uploads, pastes, attaches, links, transmits, or otherwise provides to the Service or to Provider — including but not limited to assignments, rubrics, student submissions, exemplars, calibration samples, examples, feedback, screenshots, recordings, or any other content (collectively, "Faculty-Provided Material"). Faculty represents and warrants that, for every piece of Faculty-Provided Material: (a) Faculty has all rights, licenses, consents, and authorizations necessary to upload it and to grant Provider the licenses described in this Agreement; (b) the material does not contain Protected Health Information, payment-card data, government identifiers, or other regulated personal data prohibited by section 13; (c) the material does not infringe any third-party intellectual-property, privacy, publicity, or contractual right; and (d) the material complies with all applicable laws, institutional policies, accreditation rules, and academic-integrity requirements. To the maximum extent permitted by law, Faculty agrees to defend, indemnify, and hold harmless Provider, Dr. Brown Cares LLC, and their respective officers, directors, employees, contractors, agents, sub-processors, affiliates, and successors (the "Indemnified Parties") from and against any and all claims, demands, suits, investigations, actions, proceedings, losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to (i) any Faculty-Provided Material, (ii) any breach by Faculty of the representations or warranties in this section, (iii) Faculty's use or misuse of the Service, (iv) Faculty's violation of any law, regulation, or third-party right, or (v) any allegation that Faculty-Provided Material infringes, misappropriates, or violates any right of any person or entity. The Indemnified Parties are fully indemnified and held harmless. This section survives termination of this Agreement. 56 OPENAI / CHATGPT — STORAGE AND TRAINING / DATA-SHARING DISCLOSURES Portions of the Service are powered by OpenAI as a third-party Sub-processor, and certain features may run inside Faculty's own ChatGPT account. Faculty acknowledges and agrees to the following with respect to OpenAI's processing of account contents: (a) Storage. To make the service function, OpenAI keeps information within the relevant ChatGPT account infrastructure. For example, files, conversations, custom GPTs, and project data may need to be stored to: (i) allow Faculty to access them later, (ii) synchronize across Faculty's devices, (iii) enable features such as Projects or custom GPTs, and (iv) provide backups and security. Storage occurs on OpenAI's systems under OpenAI's then-current terms and privacy policy, not on Provider's systems. (b) Training / data-sharing controls. OpenAI offers controls that govern whether Faculty's content is used to train or improve OpenAI's models ("training" or "data sharing"). Faculty is solely responsible for selecting and maintaining those controls in Faculty's ChatGPT account, and Provider has no ability to set them on Faculty's behalf. (c) Effect when data sharing (training) is turned off. If Faculty turns data sharing (training) off in Faculty's ChatGPT account, then, generally speaking and subject to OpenAI's then-current terms: (i) Faculty's data may still be stored in Faculty's ChatGPT account so that the product continues to work; (ii) OpenAI generally does not use those conversations or uploaded content to train or improve its foundation models; and (iii) OpenAI may still process and retain data for operational purposes such as security, abuse prevention, debugging, legal compliance, billing, and providing the service, consistent with its applicable terms and privacy policy. (d) No control or warranty by Provider. OpenAI's terms, privacy policy, retention schedules, and product behavior may change at any time. Provider does not control, and makes no representation or warranty regarding, OpenAI's storage practices, training practices, retention, security, deletion, access, or any other aspect of OpenAI's services. Faculty's relationship with OpenAI is governed solely by Faculty's agreements with OpenAI, and Provider is not a party to those agreements and bears no responsibility or liability for OpenAI's acts or omissions. 57 PROMOTIONAL PRICING — DISCOUNT ACKNOWLEDGMENT Faculty acknowledges that the current one-time tier prices (Solo Course $250, Dual Course $425, Triple Course $500) are introductory, promotional, discounted prices offered by Provider in Provider's sole discretion. Provider's standard, undiscounted list prices for the same tiers are higher (currently Solo Course $450, Dual Course $750, Triple Course $900). Promotional pricing may be increased, reduced, withdrawn, or replaced by Provider at any time without notice. The price actually paid by Faculty is the price stated at signing. 58 PUBLICITY AND MARKETING USE — YOUR FACULTY WEBSITE LINK As part of Faculty's onboarding, Provider may create a public faculty website link for Faculty hosted on or by Provider (the "Faculty Website Link"). Subject to the opt-out below, Faculty grants Provider a worldwide, royalty-free, non-exclusive license to share, display, embed, and link to the Faculty Website Link as an example of Provider's work in Provider's external materials across any medium now known or later developed, including websites, social media, printed collateral, slide decks, video, livestreams, podcasts, conference talks, asynchronous courses, in-person events, sales meetings, and case studies. Provider will not attribute any direct quotation to Faculty without separate written permission. Provider will not use any student name or any student work in external materials without separate written permission. Faculty may opt out of this section by selecting the "Do not allow Provider (Dr. Brown Cares LLC) to share my Faculty Website Link in external materials" box at signing, and may withdraw consent on a going-forward basis at any time by emailing connect@drbrowncares.com; withdrawal does not require Provider to recall materials already produced or in distribution. 59 AFFILIATE PROGRAM — OFFSET ONGOING SUBSCRIPTION COSTS Provider offers an optional affiliate program that Faculty may use to offset, and potentially fully cover, the cost of any ongoing subscription plan separately purchased from Provider (including monthly or annual upkeep plans). Under the affiliate program, Faculty may receive a referral credit, commission, or subscription discount for each qualifying new paying customer that signs up using Faculty's unique affiliate link or referral code. Program terms, commission rates, qualification rules, payout cadence, cookie window, refund clawbacks, prohibited promotional practices (including spam, paid search bidding on Provider's trademarks, and deceptive marketing), tax handling, and program eligibility are described in Provider's then-current Affiliate Program Terms, which are incorporated by reference and may be updated by Provider from time to time. Participation in the affiliate program is optional, may be suspended or terminated by Provider for any breach of the Affiliate Program Terms or this Agreement, and creates no employment, partnership, joint venture, or agency relationship between the parties. To request an affiliate link or current program terms, email connect@drbrowncares.com. 60 SEVERABILITY If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. 61 NO WAIVER The failure of either party to enforce any right under this Agreement will not constitute a waiver of that right. 62 INDEPENDENT CONTRACTORS The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship. 63 CHANGES TO THIS AGREEMENT Provider may update this Agreement for future signers. Existing signed copies remain governed by the version signed. Material changes affecting active signers will be communicated in-app. 64 ELECTRONIC SIGNATURES AND RECORDS The parties consent to conduct this transaction by electronic means. Faculty's typed name below constitutes a legally binding electronic signature under the United States E-SIGN Act, the Uniform Electronic Transactions Act, and any analogous law. 65 RECORD OF SIGNATURE Provider will retain a record of this Agreement, the typed signature, the timestamp of signing, the IP address used to sign where reasonably available, the tier selected, and the payment reference. Faculty may request a copy at any time. 66 CONTACT Questions, notices, and data-rights requests: connect@drbrowncares.com. 67 ACKNOWLEDGMENT By typing the full legal name below and clicking "Sign and continue to payment", Faculty acknowledges having read, understood, and agreed to this Agreement in its entirety, including the disclaimers, limitation of liability, arbitration agreement, class-action waiver, and publicity clause above.