Terms and Conditions

1. Introduction & Agreement to Terms

These Terms and Conditions (the “Terms”) form a binding legal agreement between Lasso Mgmt LLC, an Oklahoma limited liability company (“Company,” “we,” “us,” or “our”), and the individual, organization, or entity that accesses or uses the SupplyLasso platform (the “Client,” “you,” or “your”). SupplyLasso is a cloud-hosted healthcare supply procurement platform operated by Lasso Mgmt LLC.

By accessing or using SupplyLasso in any manner — including by creating an account, logging in, accepting these Terms during onboarding, or otherwise using the Services — you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a company, practice, healthcare organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case the terms “Client,” “you,” or “your” refer to that entity.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

For purposes of these Terms:

• “Services” means the SupplyLasso platform, including any associated websites, mobile applications, APIs, dashboards, integrations, documentation, training materials, and support services provided by Company.
• “Account” means the organization-level account provisioned for the Client and all User accounts associated with it.
• “User”means any individual authorized by Client to access the Services under Client’s Account, including Client’s employees, contractors, and agents.
• “Client Data” means all data, information, and materials submitted to, generated in, or otherwise processed through the Services by or on behalf of Client, including vendor lists, item catalogs, purchase orders, invoices, preference cards, and inventory records.
• “Company Materials” means the software, interfaces, documentation, templates, algorithms, models, analytics, trademarks, branding, and all other intellectual property provided or made available by Company as part of the Services.
• “Subscription”means the Client’s active paid or trial plan to use the Services.
• “Plan” means the pricing tier selected by Client (e.g., Solo, Practice, Group, Enterprise), including any applicable usage limits.
• “Third-Party Services” means any third-party products, vendors, tools, or integrations accessed through or connected to the Services.
• “Effective Date” means the date first set forth above.

3. Eligibility & Account Requirements

To use the Services, you must (a) be at least 18 years of age, (b) have the legal capacity to enter into these Terms, and (c) not be prohibited from receiving services under the laws of the United States or any other applicable jurisdiction.

When you create an Account, you agree to provide accurate, current, and complete information and to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You must notify Company immediately at info@lassomgmt.com if you suspect any unauthorized access to or use of your Account.

Company reserves the right to refuse service, suspend accounts, or cancel registrations at its sole discretion, including when information provided is incomplete, inaccurate, fraudulent, or violates these Terms.

4. Intellectual Property Rights – Company Materials

The Services and all Company Materials are and will remain the exclusive property of Lasso Mgmt LLC and its licensors. This includes, without limitation, all software code, user interfaces, screens, dashboards, documentation, designs, templates, workflows, proprietary algorithms, machine learning models, analytics methodologies, training materials, names, logos, service marks, and trade dress.

All rights, title, and interest in and to the Company Materials are reserved by Company. These Terms do not transfer any ownership of the Company Materials to Client. You may not copy, modify, distribute, sell, lease, reverse-engineer, decompile, create derivative works of, or otherwise exploit any Company Materials except as expressly authorized under these Terms.

All feedback, suggestions, or ideas you provide regarding the Services may be used by Company without any obligation to you, and you hereby grant Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback.

5. Intellectual Property Rights – Client Data

As between Client and Company, Client retains all right, title, and interest in and to Client Data. Company does not claim ownership of Client Data.

Client grants Company a limited, non-exclusive, royalty-free, worldwide license to access, use, host, copy, transmit, display, modify, and process Client Data solely to the extent necessary to (a) provide, maintain, and improve the Services, (b) comply with Client’s instructions, (c) perform technical support and troubleshooting, (d) prevent or address service or technical problems, (e) comply with law or valid legal process, and (f) generate aggregated, de-identified, non-personal analytics that cannot reasonably be used to identify Client, any User, or any individual.

Client represents and warrants that it has all necessary rights, consents, and authorizations to submit Client Data to the Services and to grant the license set forth in this section, and that the submission and processing of Client Data will not violate any applicable law, contract, or third-party right.

6. License to Use the Services

Subject to Client’s continued compliance with these Terms and timely payment of all applicable fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription term, solely for Client’s internal business operations and only through authorized Users.

Client may not (a) sublicense, resell, or make the Services available to any third party outside of authorized Users, (b) use the Services to build a competing product or service, (c) circumvent any usage limits, access controls, or security features, (d) remove or alter any proprietary notices, or (e) use the Services in violation of any applicable law.

7. Service Provision & Plan Limits

Company will provide the Services in accordance with the Plan selected by Client. Plans may include limits on the number of locations, Users, vendors, items in the catalog, purchase orders per month, integrations, and other usage metrics, as published on our pricing page or in an order form.

If Client exceeds the limits of its Plan, Company may (a) notify Client and request that Client upgrade to a higher Plan, (b) throttle or temporarily suspend access to specific features, or (c) charge overage fees at then- current rates. Company may update the features, capabilities, and limits of each Plan from time to time, provided that material reductions to paid Plan features will not take effect before the Client’s next renewal date.

Company makes reasonable efforts to maintain availability of the Services but does not guarantee uninterrupted or error-free operation. Scheduled maintenance, third-party outages, and force majeure events may affect availability.

8. Payment Terms & Fees

Client agrees to pay all fees associated with its Plan in accordance with the billing terms in effect at the time the fees are due. Subscription fees are billed in advance on a monthly or annual basis, as selected by Client at sign-up. All fees are stated in U.S. dollars and are exclusive of applicable taxes, duties, and similar charges, which are the responsibility of Client.

Client authorizes Company (or its third-party payment processor) to charge the payment method on file for all applicable fees on or before the due date. If a charge fails, Company may retry the charge, suspend access to the Services, and/or charge a late fee equal to the lesser of 1.5% per month or the maximum rate permitted by law.

Plan prices may change. Company will give Client at least thirty (30) days’ notice of any price increase before it takes effect for that Client, and price increases will apply starting at the next renewal.

9. Refunds & Cancellations

All fees are non-refundable. Except where required by applicable law, Company does not provide refunds or credits for partial subscription periods, unused Users or locations, downgraded Plans, or feature usage below Plan limits.

Client may cancel its Subscription at any time by contacting info@lassomgmt.com or through the in-app billing controls. Cancellation takes effect at the end of the then-current billing period; Client retains access to the Services until that date, and Company will not issue a refund for the remaining portion of the current period.

Annual plans are non-refundable in full upon activation. If Client cancels an annual plan mid-term, access will remain active until the end of the prepaid year, after which the Subscription will terminate.

10. Client Responsibilities

Client is responsible for:

• The accuracy, quality, and legality of Client Data and the means by which Client acquired it;
• Managing User access, permissions, and role assignments within the Account, and promptly removing Users who no longer need access;
• Configuring approval workflows, budgets, vendor routing rules, and preference cards in a manner appropriate to Client’s business;
• Reviewing purchase orders, invoices, and receiving records before confirmation or payment;
• Ensuring that Client’s use of the Services complies with all applicable laws, regulations, and professional standards, including those governing healthcare procurement, controlled substances, and recordkeeping;
• Maintaining independent backups of any Client Data that Client considers business-critical.

11. Company Responsibilities

Company will provide the Services with reasonable care and skill, consistent with industry standards for cloud software of comparable scope. Company will:

• Make commercially reasonable efforts to maintain the availability and performance of the Services;
• Implement and maintain administrative, technical, and physical safeguards designed to protect Client Data (see Section 13);
• Provide Client with access to support channels appropriate to its Plan;
• Communicate material changes to the Services, these Terms, or our Privacy Policy in accordance with Section 22.

12. Confidentiality & Non-Disclosure

Each party (the “Receiving Party”) acknowledges that it may receive or have access to information of the other party (the “Disclosing Party”) that is confidential, proprietary, or otherwise non-public, including business plans, customer lists, pricing, technology, Client Data, and Company Materials (“Confidential Information”).

The Receiving Party will (a) use the Confidential Information only as necessary to perform under these Terms, (b) protect it using at least the same degree of care it uses for its own confidential information (but no less than a reasonable degree of care), and (c) not disclose it to any third party except to employees, contractors, and advisors who have a need to know and are bound by comparable confidentiality obligations.

These obligations do not apply to information that (a) was rightfully known to the Receiving Party without restriction before disclosure, (b) becomes publicly available through no fault of the Receiving Party, (c) is independently developed without use of the Confidential Information, or (d) must be disclosed pursuant to law or valid legal process, provided that the Receiving Party gives reasonable prior notice to the Disclosing Party where legally permitted.

13. Data Privacy & Security

Company’s collection, use, storage, and disclosure of personal data are governed by our Privacy Policy, which is incorporated into these Terms by reference.

Company maintains a written information security program designed to protect the confidentiality, integrity, and availability of Client Data. Safeguards include, without limitation, encryption of data in transit (TLS) and at rest, role-based access controls, tenant isolation through row-level security, logging and monitoring, least-privilege administrative access, and periodic review of security controls.

Client acknowledges that no system is perfectly secure, and that transmitting information over the Internet always involves some level of risk. Company will notify affected Clients without undue delay following confirmation of a Security Incident affecting Client Data, consistent with applicable law.

14. Acceptable Use of Services

Client and its Users agree to use the Services only for lawful business purposes and in a manner consistent with these Terms and all applicable laws. Client will not use the Services to:

• Transmit or store content that is unlawful, harmful, defamatory, obscene, or infringing;
• Submit false or misleading information through purchase orders, invoices, or receiving records;
• Interfere with or disrupt the integrity or performance of the Services or data contained therein;
• Attempt to gain unauthorized access to the Services, any related systems, or any other user’s Account or data.

15. Prohibited Activities

The following activities are strictly prohibited:

• Scraping, harvesting, or systematically extracting data from the Services except through features expressly provided for that purpose;
• Reverse engineering, decompiling, or disassembling any component of the Services;
• Using the Services to benchmark against or build a competing product;
• Uploading viruses, malware, or other malicious code;
• Sharing Account credentials with individuals who are not authorized Users;
• Using the Services to violate the intellectual property, privacy, contractual, or other rights of any third party;
• Misrepresenting Client’s identity or affiliation with any person or organization.

Violation of this Section 15 is a material breach of these Terms and may result in immediate suspension or termination of the Services without refund.

16. User Accounts & Access

Client is responsible for all activity conducted under its Account, including activity by its Users. Client must (a) assign each User a unique login, (b) ensure Users protect their credentials, (c) promptly deactivate accounts of Users who no longer require access, and (d) require strong passwords and, where supported, enable multi-factor authentication.

Company may suspend any User or the Account if Company reasonably believes there has been a security breach, unauthorized access, or a violation of these Terms. Where time permits and the issue is not urgent, Company will notify Client before suspension.

17. AI Features & Automation Disclaimer

Certain features of the Services use artificial intelligence, machine learning, and automation (collectively, “AI Features”) to generate recommendations, categorize items, suggest par levels, identify cost savings, and produce analytics. AI Features are provided as decision support and not as professional, medical, legal, financial, or purchasing advice.

Outputs from AI Features may contain errors, omissions, or assumptions that do not match Client’s actual circumstances. Client is solely responsible for reviewing outputs before acting on them, including before approving purchase orders, setting budgets, or making reorder decisions. Company does not warrant that AI-generated outputs will be accurate, complete, or suitable for any particular purpose.

18. Third-Party Services & Integrations

The Services may interoperate with third-party vendors, marketplaces, EDI networks, payment processors, email providers, SMS providers, and other third-party services (“Third-Party Services”). Client’s use of Third-Party Services is governed by the applicable third party’s terms and privacy policy, and Company has no responsibility or liability for any Third-Party Services.

Prices, availability, stock levels, and lead times displayed from Third- Party Services are provided by those third parties and may change without notice. Company does not guarantee the accuracy of any data received from Third-Party Services. If a Third-Party Service becomes unavailable, materially changes, or terminates its integration, Company may disable the corresponding feature of the Services without liability to Client.

19. Warranties & Disclaimers

THE SERVICES, COMPANY MATERIALS, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

COMPANY DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) DATA DISPLAYED FROM THIRD-PARTY SERVICES WILL BE ACCURATE OR CURRENT, OR (D) DEFECTS WILL BE CORRECTED.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE PROCUREMENT, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. Indemnification

Client will defend, indemnify, and hold harmless Company and its officers, directors, employees, contractors, and affiliates from and against any and all third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client Data, (b) Client’s use of the Services in violation of these Terms or applicable law, (c) Client’s actions or omissions with respect to any purchase order, invoice, or transaction executed through the Services, or (d) any User’s breach of these Terms.

Company will have the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Company. Client will cooperate with Company in asserting any available defenses.

22. Modifications to Services & Terms

Company may modify these Terms from time to time. If a change is material, Company will provide reasonable advance notice — by email to the administrative contact on file, an in-product notification, or a notice posted on our website — before the change takes effect. Continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms.

Company may update, improve, add, remove, or change features of the Services at any time. We will not materially reduce the functionality of a paid Plan during an active billing period without offering Client a prorated refund of the affected portion of prepaid fees.

23. Termination & Suspension

Either party may terminate the Subscription for convenience at the end of the then-current billing period by giving notice as described in Section 9. Company may suspend or terminate Client’s access to the Services immediately, without refund, if (a) Client is in material breach of these Terms and has not cured the breach within ten (10) days after notice (or immediately, for breaches that by their nature cannot be cured), (b) Client fails to pay fees when due, (c) Company reasonably believes continued access poses a security or legal risk, or (d) Company is required to do so by law.

Upon termination, Client’s right to access the Services ceases immediately. For sixty (60) days following termination, Company will make Client Data available for export in a commercially reasonable format upon written request from Client. After that period, Company may delete Client Data from its active systems in accordance with its data retention policies, subject to any longer retention required by law.

Sections that by their nature should survive termination will survive, including Sections 4, 5, 9, 12, 13, 19, 20, 21, 24, and 25.

24. Governing Law, Dispute Resolution & Contact

These Terms are governed by the laws of the State of Oklahoma, United States, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms or the Services will be resolved exclusively in the state or federal courts located in Oklahoma County, Oklahoma, and the parties consent to the personal jurisdiction and venue of those courts.

Before filing a formal claim, the parties will attempt in good faith to resolve any dispute by written notice and a reasonable discussion between senior representatives. Either party may seek injunctive or equitable relief at any time to protect its intellectual property or confidential information.

For questions, legal notices, or to begin the informal dispute-resolution process, contact us at legal@lassomgmt.com.

25. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any order form or written agreement executed between the parties, constitute the entire agreement between Client and Company with respect to the Services and supersede all prior or contemporaneous agreements.

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

No Waiver.A party’s failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

Assignment.Client may not assign these Terms without Company’s prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Force Majeure. Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government actions, Internet disturbances, or third-party service failures.

Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Notices. Legal notices to Company must be sent to the address in the Contact section below and by email to legal@lassomgmt.com. Notices to Client may be sent by email to the administrative contact on file.

Contact