Terms & Conditions

Effective date: May 13, 2026

Acceptance of Terms

By engaging Eaton EDU's services, signing our intake or consent forms, or sending us a text message, you agree to these Terms & Conditions. If you do not agree, please do not use our services.

Services

Eaton EDU ("we," "our," "us") provides systems strategy, consulting, and technology tools for healthcare practitioners and small business owners. The specific scope, pricing, and deliverables of any engagement are governed by the consent forms and engagement agreements you sign during onboarding (such as the Ecosystem Access Agreement).

SMS Text Messaging Program

Eaton EDU operates an SMS text messaging program for active clients who have signed a dedicated "Text Message Consent" form during onboarding. Eaton EDU does not enroll any phone number in SMS messaging without a signed consent record on file. The terms below govern your use of and our delivery of SMS text messages.

Program description

By opting in, you agree to receive recurring SMS text messages from Eaton EDU related to:

• Project status updates and progress notifications
• Meeting reminders and scheduling coordination
• Invoice and billing notifications
• Document and form signing requests
• Direct support communication and follow-up on inquiries
• Service-related account updates

Opt-in

You opt in to receive SMS messages from Eaton EDU by initialing the dedicated "Text Message Consent" form during onboarding via IntakeQ. The SMS consent is requested separately from our general service agreement — signing a service agreement alone does not enroll you in SMS messaging. The exact opt-in language reads: "By initialing, I agree to receive recurring SMS text messages from Eaton EDU at the phone number I provided. Messages may include project updates, meeting reminders, scheduling coordination, invoice notifications, document signing requests, service-related account updates, and direct support communication. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for help. Consent is not a condition of purchasing services." Eaton EDU only sends SMS text messages to individuals who have signed this consent form. Mobile opt-in data and consent are not shared with any third party for any purpose, except with service providers solely as needed to deliver SMS messages.

Message frequency

Message frequency varies based on your active engagement with us. Most active clients receive between a few and several dozen messages per month, depending on the scope of work in progress.

Opt-out

You may opt out of SMS messages at any time by replying STOP to any message from us. Opt-outs are honored automatically and immediately. Once you opt out, you will not receive further SMS messages from us unless you opt back in by replying START or by signing a new consent form.

Help

Reply HELP to any SMS message from us to receive assistance, or contact us at connect@eatonedu.com.

Costs

Message and data rates may apply. Eaton EDU does not charge a fee for SMS messages, but your mobile carrier may charge fees for messages sent or received. Please consult your mobile service plan for details.

Carriers and delivery

Carriers (including but not limited to AT&T, T-Mobile, Verizon, and Sprint) are not liable for delayed or undelivered messages. Eaton EDU is not responsible for any delays or failures in delivery caused by your carrier or device.

Originating number

SMS text messages from Eaton EDU originate from (623) 208-6424.

Privacy

Information collected through our SMS program is handled in accordance with our Privacy Policy. Eaton EDU does not share or sell mobile information or phone numbers with third parties or affiliates for marketing or promotional purposes.

Independent Contractor Agreement

The following is the full Independent Contractor Agreement referenced in the Ecosystem membership consent you sign during onboarding. It is entered into between Eaton EDU, LLC (“Contractor”) and your business (“Client”) as of the date you sign that consent.

1. Engagement of Services

Client hereby engages and retains Contractor to provide certain services, and Contractor agrees to render such services to Client, from time to time as mutually agreed to by Client and Contractor (the “Services”) and that are described in one or more statements of work (“SOWs”), your membership tier, or our published services list, which include specific Deliverables, Descriptions, Timelines, and Fees.

2. Consulting Relationship; No Guarantee of Results

Contractor provides consulting, strategic guidance, recommendations, and systems expertise. Contractor's role is advisory — the Client retains full control over all decisions and the direction of the work, and chooses whether and how to act on Contractor's recommendations. Any timelines, cost estimates, savings, or outcomes Contractor describes are good-faith projections based on the information available and on the Client following Contractor's guidance; they are not guarantees. Actual time, cost, and results depend on factors within the Client's control, including the Client's decisions, the direction they choose, how closely they follow Contractor's advice, and how quickly they adopt the concepts and systems involved. If the Client changes direction, departs from the recommended plan, or does not follow Contractor's guidance, the time and cost required may increase, and Contractor is not responsible for those increases or for results that differ from initial projections.

3. Compensation

Client will pay Contractor for the membership and for any sessions, hands-on work, or services requested, as described in the applicable membership tier, statement of work, or published services list. Fees are charged to the Client's card on file as authorized in the Credit Card on File consent — the recurring membership fee monthly, and session, hourly, or flat-rate fees as the related work is completed. No deposit is required before commencement of the Services. Upon termination of this Agreement for any reason, Client will pay Contractor any unpaid fees for Services completed prior to such termination.

4. Ownership of Work Product and License

Client will own the final product of all work performed under this Agreement (the “Work Product”). Contractor grants Client all rights, title, and interest in the Work Product, ensuring full ownership by the Client of the final deliverables. However, the Contractor retains the right to use parts of the Work Product and the knowledge acquired during the collaboration for their own business and projects. This usage is conditional on not disclosing the Client's confidential information or violating any intellectual property rights of the Client. Contractor agrees not to reuse any parts of the Work Product previously owned by the Client without significant alteration. For example, if the collaboration involves updating a tool originally provided by the Client, the updated tool belongs to the Client, but the Contractor may use the knowledge and methodologies developed during the update. Contractor's usage rights extend only to genuinely transformative or innovative contributions made by the Contractor, not to any original content or tools provided by the Client.

5. Intellectual Property

Neither the Client nor the Contractor shall acquire any right, title, or interest in any intellectual property owned, licensed, or controlled by the other party as of the Effective Date. Contractor grants Client a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use any pre-existing intellectual property that Contractor incorporates into the Work Product for the Client's business use. Pre-existing intellectual property remains the property of the Contractor and cannot be shared outside of the Client's business.

The tools, Sparks, code, scripts, automations, integrations, and underlying methods Contractor provides or makes available remain the exclusive property of the Contractor and are licensed to the Client for use within the Client's own practice only. The Client receives no ownership of, or rights to, any source code, repositories, or technical implementation. The Client shall not, directly or indirectly: (a) copy, reproduce, recreate, or reverse-engineer any of Contractor's tools or their underlying methods; (b) use knowledge gained through access to Contractor's tools or methods to develop a competing product or service; or (c) share or disclose Contractor's tools, architecture, or methods to any third party without Contractor's prior written consent.

6. Confidential Information and HIPAA Compliance

Contractor shall not disclose any of the Client's confidential information to anyone other than its affiliates, employees, contractors, or authorized representatives who have a need to know the information in connection with Contractor's rendering of the Services. Contractor shall exercise the same degree of care to prevent disclosure of any Confidential Information as it takes to preserve and safeguard its own confidential information, but, in any event, no less than a reasonable degree of care. Given the nature of the Services provided to healthcare companies, Contractor acknowledges the importance of complying with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and agrees to adhere to a separate HIPAA Business Associate Agreement that outlines the specific requirements and safeguards for handling protected health information (PHI) in detail.

7. Independent Contractor Relationship

Contractor's relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. No part of Contractor's compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law. Contractor is acting as an independent contractor to Client; Contractor is not entitled to unemployment insurance benefits, workers' compensation benefits, pension, bonus or other fringe benefits from Client. Contractor will pay all national, federal and state income tax, social security tax and other amounts due under applicable payroll and similar laws with respect to all amounts paid in connection with this Agreement.

8. Term

The term of this Agreement will commence on the Effective Date and will continue until terminated by either party as provided herein. The Services shall commence as set forth in the SOW and will continue as provided therein or until terminated pursuant to the terms of such SOW or this Agreement.

9. Termination

The Client may cancel their membership at any time; cancellation stops future recurring membership charges (the Client remains responsible for any charges already incurred and for work already in progress that they requested). Either party may otherwise terminate this Agreement by giving 30 days prior written notice, or immediately upon a material violation of this Agreement by the other party.

10. Limitation of Liability

In no event will either party be liable for any indirect, incidental, consequential, special or punitive damages (including without limitation lost profits or revenue), arising out of or in connection with this Agreement or any SOW, even if advised of the possibility of such damages. Furthermore, in no event will either party be liable for direct damages arising out of or in connection with this Agreement or any SOW in excess of the total fees paid to Contractor under the SOW giving rise to such liability.

11. Governing Law

This Agreement will be governed in all respects by the laws of the US as well as the laws of the state of AZ, excluding conflicts of law principles.

12. Severability

Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

13. Waiver

The waiver by either party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such party.

14. Assignment

Neither party shall assign or transfer this Agreement, or any rights or obligations herein, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

15. Entire Agreement

This Agreement, together with any outstanding SOWs and the HIPAA Business Associate Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement, all SOWs, and the HIPAA Business Associate Agreement will govern all Services undertaken by Contractor for Client. This Agreement and any SOW may only be changed by mutual agreement of authorized representatives of the parties in writing.

Limitation of Liability

To the fullest extent permitted by law, Eaton EDU shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of our services or our SMS messaging program.

Changes to These Terms

We may update these Terms & Conditions from time to time. Changes will be posted on this page with an updated effective date. Material changes to the SMS program will be communicated to active SMS subscribers via text message.

Contact

Questions about these Terms? Reach us at connect@eatonedu.com or text (623) 208-6424.