CROWNWELL, BY PILLAR — USER AGREEMENT

Between: Pillar & Associates, LLC, a Wyoming limited liability company that provides the Crownwell software ("Pillar")

And: The person or business that creates a Crownwell account, accepts this Agreement online, or is named in an Order Form ("User")

Effective Date: The date User first accepts this Agreement online, or first signs or accepts an Order Form or a Founding Member Addendum, whichever is earliest

1. DEFINITIONS AND HOW THE DOCUMENTS FIT TOGETHER

1.1 "Services" means the Crownwell software products named in an Order Form, which may include Licensing Launchpad, Compliance OS and Policy Review. "Order Form" means a Licensing Launchpad Order Form or a Compliance OS Order Form, or the equivalent order details User accepts online during Crownwell's sign-up or checkout. "Authorized Facility" means each facility or site listed in an Order Form. "Team Member" means an employee or contractor whom User allows to use the Services for its internal business. "User Data" means information, documents and files that User or its Team Members put into the Services. "Outputs" means roadmaps, reports, manuals, forms, checklists and other materials the Services generate for User.

1.2 This Agreement consists of this document, each and any Order Form(s), any signed Founding Member Addendum and any signed ACH Debit Authorization. An Order Form may be signed, including electronically, or accepted online by checking a box that refers to this Agreement; online acceptance has the same effect as a signature. If the documents conflict, this order applies: (a) the Founding Member Addendum (if applicable), only for the terms it expressly changes; (b) the Order Form, for facilities, fees and term; (c) this document. The Crownwell website Terms of Service and Privacy Policy govern use of the public website; for the Services, this Agreement controls.

1.3 Free features. If User uses free features (for example, a free Policy Review or a roadmap preview) without an Order Form, this Agreement applies to that use from the date User accepts it online. No fees apply to free features, Sections 3, 4 and 5 do not apply to them, and Pillar may change, limit or end free features at any time.

2. THE SERVICES

2.1 Access. Subject to this Agreement and payment of the fees, Pillar grants User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Access Period or Compliance OS subscription period, for User's internal business operations at its Authorized Facilities.

2.2 Features. Depending on the product and Order Form, features may include, among others:

  • A facility-specific licensing roadmap, with the source behind each step.
  • A sequenced list of requirements and dependencies.
  • Policy and procedure manual content.
  • Forms and staff checks.
  • Evidence and document storage.
  • A compliance calendar.
  • Policy Review reports.
  • Local (city or county) office information.
  • Other features Pillar makes available from time to time, such as reminders, team accounts, task assignment, multi-facility views, and enrollment or credentialing guidance.

Each feature is provided as and when Pillar makes it available for User's license type and jurisdiction. A feature Pillar describes as "coming soon" is not part of what User pays for until Pillar makes it available to User.

2.3 Software only. The Services are software. Unless a separate written agreement signed by both parties says otherwise, Pillar does not provide consulting, does not prepare or revise documents by hand for User, does not file applications or other submissions, does not communicate with any agency on User's behalf, and does not act as User's licensing agent or representative.

2.4 Changes. Pillar may update and improve the Services. Pillar will not intentionally make a material reduction in the core features of a product User has prepaid for during the prepaid period. Pillar may temporarily suspend a feature to address a security risk, legal requirement or third-party outage, and will give notice where practicable. Features identified as beta or preview may change or end.

3. LICENSING LAUNCHPAD

3.1 Scope. Each Licensing Launchpad purchase covers one Authorized Facility, one license class and one state and local jurisdiction, as listed in the Licensing Launchpad Order Form. Another facility, a materially different license class or a different jurisdiction requires its own Order Form.

3.2 Access Period. User may use Licensing Launchpad for the facility for the Access Period stated in the Order Form (if none is stated, twelve (12) months from the Order Form date). After the Access Period, User may continue through a Compliance OS subscription, or export its User Data and Outputs during the following thirty (30) days.

3.3 Fee. The Licensing Launchpad fee is one-time per Authorized Facility and is due when the Order Form is signed or accepted. Because the paid features for the facility are unlocked on payment, the fee is non-refundable once paid, except as stated in Sections 14.3 and 15.1.

4. COMPLIANCE OS

4.1 Subscription. Compliance OS is billed monthly in advance per Authorized Facility at the price in the Compliance OS Order Form, starting on the billing start date in that Order Form.

4.2 Month to month; cancel any time. Unless an Order Form says otherwise, the subscription runs month to month. User may cancel at any time by written notice; cancellation takes effect at the end of the month already paid, and no further charges are made.

4.3 Price changes. Pillar may change subscription prices with at least thirty (30) days' written notice; the change applies from the next billing period after the notice period. User may cancel before it takes effect.

5. FEES AND PAYMENT

5.1 Fees are stated in each Order Form. User authorizes Pillar, or its payment processor, to charge the payment method User provides (card or bank account) for amounts due under its Order Forms. Pillar will not charge any amount that an Order Form or Founding Member Addendum does not authorize.

5.2 Fees exclude applicable sales, use and similar taxes, which User is responsible for (excluding taxes on Pillar's income).

5.3 If a payment fails, Pillar will notify User. If it is not resolved within seven (7) days after that notice, Pillar may suspend access until it is paid.

6. USER RESPONSIBILITIES

6.1 User is solely responsible for its facilities, staff, operations, policies, clinical decisions, applications, filings, inspections, deadlines and compliance with the laws that apply to its business.

6.2 User will provide accurate facility information and update it when key facts change, including license type, ownership, location, number of residents, services and jurisdiction.

6.3 User will review and verify Outputs before relying on them, adapt policies to what its facility actually does, and train staff accordingly. A step marked "done" in the Services records User's own progress; it does not mean any agency has accepted it.

6.4 User will keep login credentials confidential, limit access to its own Team Members, remove access that is no longer needed, and tell Pillar promptly about suspected unauthorized access.

7. RESTRICTIONS

User will not:

  • Resell, rent, sublicense or otherwise make the Services or Outputs available to third parties as a product.
  • Use the Services to build, train, benchmark or support a competing product or service.
  • Copy, scrape, export in bulk or systematically extract the Services' regulatory content, requirement data or local office data, except Outputs for its own Authorized Facilities.
  • Reverse engineer the Services, except where the law does not allow this restriction.
  • Bypass security or usage limits, or upload malicious code.
  • Use the Services unlawfully or to make false statements to any agency.

8. NOT LEGAL ADVICE; NO GUARANTEE

8.1 Pillar provides software, structured regulatory information and workflow tools. Pillar does not provide legal, regulatory, clinical, medical, architectural or engineering advice, does not certify or approve anything, and no attorney-client or other professional relationship is created.

8.2 Laws, rules, agency guidance and local requirements change and can depend on facts the Services do not have. Pillar does not guarantee that the Services or Outputs are complete, current in every respect or sufficient for User's facility, or that User will obtain or keep a license, permit, enrollment or approval, pass an inspection, or avoid a citation. User should confirm material requirements with the responsible agency or qualified counsel.

9. PROHIBITED INFORMATION

User will not put into the Services protected health information as defined under HIPAA, or any information that identifies a resident, client or patient, clinical notes, insurance member identifiers, Social Security numbers, payment card numbers or account credentials. The Services are designed for business, facility and regulatory documents, not patient information. Pillar may remove prohibited information and suspend access as needed to do so. Processing such information would require a separate written agreement, which Pillar has no obligation to offer.

10. USER DATA, SECURITY AND AI PROCESSING

10.1 Ownership and use. User owns its User Data. User grants Pillar a limited license to host, process, display and analyze User Data only to provide, secure, support and improve the Services for User and to comply with law. Pillar does not sell User Data.

10.2 Service providers. Pillar uses service providers (subprocessors) for hosting, databases, email, payments and AI-enabled features, bound by confidentiality and data-protection obligations suited to their role. Pillar will make a current list of them available on request.

10.3 AI-enabled features. Some features use AI services to analyze documents User uploads (for example, Policy Review). Pillar will not use User's identifiable User Data to train a general-purpose AI model, and will use AI providers whose terms for Pillar's account do not permit them to train their models on that data.

10.4 Security. Pillar will maintain administrative, technical and organizational safeguards reasonably designed to protect User Data, and will notify User without undue delay after confirming a security incident involving unauthorized access to User's User Data.

10.5 Export and deletion. During the term of this Agreement, User may request an export of its available User Data, and Pillar will provide it within thirty (30) days of the request. For thirty (30) days after this Agreement ends, Pillar will make a reasonable export available on request. Pillar may then delete User Data within sixty (60) further days, except backups deleted in the ordinary course and records Pillar must keep by law or for an open dispute, which remain confidential.

11. OWNERSHIP, OUTPUTS AND FEEDBACK

11.1 Pillar and its licensors own the Services, software, content, regulatory data and mappings, templates, workflows and improvements. No rights are granted except as stated in this Agreement.

11.2 Once the applicable fees are paid, Pillar grants User a perpetual, non-exclusive, royalty-free license to use, copy and adapt the Outputs generated for an Authorized Facility for its internal operations at that facility, including sharing them with its employees, advisers and agencies. User may not resell or distribute Outputs as a product.

11.3 Pillar may use suggestions and feedback User provides to improve its products, without payment, without identifying User, and without disclosing User's non-public information described in Section 12.

12. CONFIDENTIALITY

Each party will use the other's non-public information (including User Data, unreleased product features, pricing and business plans) only to perform or use this Agreement, protect it with reasonable care, and share it only with personnel, advisers and service providers who need it and are bound by confidentiality duties. This does not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source. Legally required disclosure is permitted with prior notice where lawful. These duties last five (5) years after this Agreement ends, and for trade secrets as long as they remain trade secrets.

13. PUBLICITY

Pillar will not use User's name, its business's name or logo, its words or its likeness in marketing, a testimonial or a case study without User's separate written consent for that use. User may withdraw consent for future uses at any time.

14. TERM, SUSPENSION AND TERMINATION

14.1 This Agreement continues while User has a Crownwell account or any Order Form or Founding Member Addendum is in effect.

14.2 Either party may terminate for the other's material breach that is not cured within thirty (30) days after written notice (ten (10) days for non-payment). Pillar may suspend access immediately where reasonably necessary to address a security threat, unauthorized access, unlawful use or prohibited information, with notice when practicable.

14.3 On termination, access ends and fees accrued to that date remain due. If User terminates for Pillar's uncured material breach, Pillar will refund prepaid fees for the unused period (and, for a Licensing Launchpad fee, a pro rata share of the unused Access Period). Sections 6, 7, 8, 10.5, 11, 12, 13, 15.2, 16, 17 and 18 survive.

15. WARRANTIES AND DISCLAIMER

15.1 Each party represents that it has authority to enter this Agreement. Pillar warrants that it will provide the Services in a professional manner consistent with reasonable commercial practice. User's remedy for breach of this warranty is for Pillar to use commercially reasonable efforts to correct the nonconformity, and if it cannot within a reasonable time, for User to terminate the affected product and receive a refund of prepaid fees for the unused period.

15.2 EXCEPT AS STATED IN SECTION 15.1, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PILLAR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED OPERATION, ANY REGULATORY RESULT, OR THAT THE SERVICES WILL IDENTIFY EVERY REQUIREMENT, ERROR OR CHANGE.

16. INDEMNIFICATION

16.1 User will defend and indemnify Pillar against third-party claims, and related damages and reasonable attorneys' fees, arising from: (a) User Data; (b) User's breach of Section 7 or Section 9; (c) User's unlawful use of the Services; or (d) the operation of User's facilities, except to the extent caused by Pillar's breach or willful misconduct.

16.2 Pillar will defend User against a third-party claim that the Services, as provided by Pillar and used as permitted, infringe a United States patent, copyright or trademark, and pay damages finally awarded or settlements Pillar approves. Pillar has no obligation for claims arising from User Data, User's instructions, modifications or combinations not made by Pillar, or use contrary to this Agreement. Pillar may modify or replace the affected Services, or end the affected feature and refund prepaid fees for the unused period.

16.3 The indemnified party must give prompt notice, let the indemnifying party control the defense and settlement, and reasonably cooperate. No settlement may admit fault or impose obligations on the indemnified party without its written consent.

17. LIMITATION OF LIABILITY

17.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE FEES PAID OR PAYABLE BY USER TO PILLAR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS (US $1,000).

17.3 Sections 17.1 and 17.2 do not limit User's payment obligations, a party's liability for fraud or willful misconduct, or liability that cannot lawfully be limited.

18. GENERAL

18.1 Disputes. The parties will first try in good faith to resolve any dispute through their business contacts for thirty (30) days after written notice. This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts in Maricopa County, Arizona.

18.2 Notices. Notices must be in writing and are effective when received by email, personal delivery or reputable courier: to Pillar at support@crownwellsystems.com, and to User at the notice email in its Order Form or account.

18.3 Assignment. User may not assign this Agreement without Pillar's written consent, except to a successor acquiring substantially all of User's relevant business that is not a Pillar competitor and agrees in writing to be bound. Pillar may assign it to an affiliate or a successor in a merger, reorganization or sale of substantially all relevant assets.

18.4 Other terms. Neither party is liable for delays caused by events beyond its reasonable control, except payment obligations. The parties are independent contractors. This Agreement is the entire agreement on its subject and replaces prior discussions. Amendments must be in writing and signed by both parties, except that Pillar may publish a new version of this Agreement, which applies to User once User accepts it online (for example, when signing in); until then, the version User last accepted applies. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. A waiver must be in writing. Electronic signatures, online acceptance and counterparts are valid.

19. ACCEPTANCE

By signing an Order Form or Founding Member Addendum, or by checking the box that accepts this Agreement during Crownwell's sign-up or checkout, User acknowledges that it has read, understood and agrees to this Agreement. The person signing or accepting for User confirms that they are authorized to bind User.

Crownwell is provided by Pillar & Associates, LLC.

Version 2026-10-18

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