FACILITY SUBSCRIPTION AGREEMENT
SHOR Health LLC
Version 2026-11, effective for Order Forms signed on or after November 1, 2026.
This Facility Subscription Agreement (the "Agreement") is entered into as of the Effective Date stated in the Order Form between SHOR Health LLC, a Pennsylvania limited liability company ("SHOR"), and the organization identified in the Order Form (the "Center"). SHOR and the Center are each a "Party" and together the "Parties."
SHOR operates a text-message and web-based support program for adults who are supporting a family member or loved one through addiction. The Center wishes to make that program available, at the Center's expense, to family members of people in its care. The Parties agree as follows.
1. Definitions
1.1 "Program" means the SHOR Health support program described in Section 2, including daily text messages, practice exercises, check-ins, the SHOR web application, and any related materials, as SHOR may update them from time to time.
1.2 "Family Member" means an adult who enrolls in the Program using a Code. A Family Member is SHOR's customer under SHOR's Terms of Service and Privacy Policy and is not a party to this Agreement.
1.3 "Person in Care" means the person receiving or seeking care from the Center whom a Family Member supports. SHOR has no relationship with, and collects no information about, the Person in Care.
1.4 "Code" means a unique enrollment code issued to the Center under this Agreement that a Family Member may use to enroll in the Program at no charge to them.
1.5 "Family Allowance" means the number of individual family-member enrollments (redeemed Codes) included in the annual Subscription Fee for a Facility, as stated in the Order Form. Each adult who redeems a Code is one enrollment; two relatives of the same Person in Care who each redeem a Code are two enrollments.
1.6 "Facility" means a single treatment location of the Center identified in the Order Form. Each Facility has its own Family Allowance, its own Roster, and its own report.
1.7 "Program Year" means the twelve-month period of Program access that begins when a Family Member redeems a Code.
1.8 "Roster" means the report described in Exhibit B listing the Codes issued to a Facility that have been redeemed, and the limited information about each redeeming Family Member set out in Exhibit B.
1.9 "Order Form" means the order form signed by both Parties that identifies the Center, each Facility, the Subscription Fee, the Family Allowance, the Effective Date, the Facility's admissions line, and any other commercial terms. The form of Order Form is attached as Exhibit A.
1.10 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended.
2. The Program
2.1 What SHOR provides. During each Family Member's Program Year, SHOR will provide the Program to that Family Member. As of the Effective Date the Program includes: a short text most mornings with a line the Family Member can use in a hard conversation, at a frequency they can adjust; a short check-in most evenings about their own day; practice exercises by text in which they write their own version of a suggested line and receive a scripted acknowledgment; four keywords they can text at any time (SAY for a line for the moment at hand, HELP for a person to talk to, OPEN to practice a situation, and READY as described in Section 2.5); and the SHOR web application, including a library of lines, short lessons, a weekly goal of their own, and a private circle of up to four people they choose. SHOR may add to, change, or remove Program features, provided the Program continues to serve substantially the same purpose.
2.2 Materials. SHOR will provide the Center with print and digital materials that describe the Program and carry the Facility's Codes or a Facility-specific QR code, in the quantities stated in the Order Form. Materials will identify the Program as offered at the Center and will otherwise carry SHOR's branding.
2.3 Reporting. SHOR will provide each Facility with the Roster and the Facility report described in Exhibit B through SHOR's provider console, with a monthly summary by email to the contact named in the Order Form.
2.4 Nature of the Program. The Program is educational and supportive. It is not treatment, therapy, counseling, medical advice, or a crisis service. Messages are not monitored in real time. If a Family Member sends a message that suggests a risk to someone's safety, SHOR's automated systems reply with 988 and 911 information. SHOR does not notify the Center of such messages and has no ability to intervene. The Center retains sole responsibility for the clinical care of the Person in Care and for any clinical relationship it chooses to have with a Family Member.
2.5 READY. When a Family Member who enrolled with a Facility's Code texts READY, SHOR replies with one text containing the Facility's admissions line as stated in the Order Form, one sentence they can say, and a national helpline to call if the Facility's line cannot take the call. SHOR counts the number of READY replies it sends for the Facility's report. SHOR does not know whether the Family Member called, does not tell the Center who texted READY, and the Center acquires no information about a Family Member from a READY reply other than what the Family Member chooses to tell the Center.
2.6 Support. SHOR will respond to requests from the Center contact named in the Order Form within one (1) business day, and will respond to a report that the Program is not sending messages or that the provider console is unavailable within one (1) business day and work to restore service promptly.
2.7 Core features. If SHOR removes any of the daily text messages, the SHOR web application, the Roster, or the Facility report from the Program during a term, and does not replace it with something that serves substantially the same purpose, the Center may terminate this Agreement on thirty (30) days' written notice and receive the refund described in Section 15.4.
3. Codes and enrollment
3.1 Issuance. On the Effective Date SHOR will issue to each Facility Codes equal to its Family Allowance. Codes are issued to the Facility and may be used only for that Facility.
3.2 Who may receive a Code. The Center may give a Code to any adult who is a family member, partner, or other personal supporter of a Person in Care at the Facility, including a person on the Facility's waitlist or a person recently discharged. More than one family member of the same Person in Care may each receive a Code; each redeemed Code counts once against the Family Allowance. The Center decides who receives a Code and is solely responsible for that decision. The Center will not sell Codes, give Codes to anyone outside the relationship described in this Section, or publish Codes where the general public can use them.
3.3 Enrollment is by the Family Member. The Family Member enrolls themselves. They provide their own name and mobile number, read SHOR's program disclosure, and give their own consent to receive text messages from SHOR. The Center will not enroll anyone, will not provide SHOR with any person's name or phone number, will not send text messages on SHOR's behalf or about the Program, and will not represent that Program messages come from the Center.
3.4 Redeemed Codes. A redeemed Code gives the Family Member a full Program Year. The Program Year continues even if this Agreement expires or is terminated before it ends, and SHOR will continue to provide the Program to that Family Member for the remainder of their Program Year at no further charge to the Center. At the end of their Program Year the Family Member may continue with SHOR at their own expense; the Center has no obligation or involvement in that decision.
3.5 Unredeemed Codes and renewal. Codes that have not been redeemed remain available to the Facility for as long as this Agreement is in force. On each renewal SHOR issues a fresh Family Allowance for the new term, and unredeemed Codes from the prior term carry over in addition to it. For example, a Facility with a Family Allowance of 50 that redeemed 38 Codes in its first term begins its second term with 62 Codes available. Unredeemed Codes lapse automatically when this Agreement expires or terminates. No refund or credit is owed for unredeemed Codes except as stated in Section 15.4 or the Order Form.
3.6 Expansion. If a Facility redeems its full Family Allowance during the term, SHOR will issue additional Codes on request at the expansion price stated in the Order Form, invoiced as described in Section 4.
3.7 Stopping. A Family Member may stop the Program at any time by replying STOP or by any other reasonable means. Their Code is then spent and is not returned to the Facility. SHOR will show them as inactive on the Roster and will not tell the Center why they stopped.
4. Fees and payment
4.1 Subscription Fee. The Center will pay the annual Subscription Fee for each Facility stated in the Order Form. The Subscription Fee is made up of a program fee and an enrollment charge (the Family Allowance multiplied by the per-enrollment price), as the Order Form shows. It covers the Family Allowance, materials, reporting, and all Program services for Family Members who redeem Codes during the term.
4.2 Invoicing. SHOR will invoice the Subscription Fee annually in advance, on the Effective Date and on each renewal date. Payment may be made by card, by ACH, or by check as stated on the invoice. Expansion Codes are invoiced monthly in arrears for Codes redeemed in the prior month. Invoices are due within thirty (30) days of the invoice date.
4.3 Taxes; refunds. Fees are stated and payable in U.S. dollars and exclude any applicable sales, use, or similar taxes, which the Center will pay if they apply. Fees are non-refundable except as expressly stated in this Agreement or the Order Form.
4.4 Late payment. If an undisputed invoice is more than sixty (60) days overdue, SHOR may, after ten (10) days' written notice, suspend issuance of new Codes and reporting until payment is received. SHOR will not interrupt the Program for any Family Member who has already redeemed a Code.
5. Term, renewal, and reviews
5.1 Term. This Agreement begins on the Effective Date and continues for twelve (12) months unless terminated earlier under Section 15 or as the Order Form provides.
5.2 Renewal. This Agreement renews automatically for successive twelve (12) month terms at SHOR's then-current Subscription Fee for the Center's tier, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the current term. SHOR will send the Center its renewal pricing at least sixty (60) days before the end of each term. Any founding-period pricing applies as stated in the Order Form.
5.3 Reviews. Around the thirtieth and ninetieth day after the Effective Date, the Parties will hold a short call to go over the Facility report. The reviews are informational and create no obligation on either Party.
6. Data: what the Center receives and how it may use it
6.1 Exhibit B governs. The only information SHOR provides to the Center about Family Members is the Roster and the Facility report described in Exhibit B. Exhibit B is part of this Agreement.
6.2 What the Center never receives. SHOR will not disclose to the Center, and the Center will not ask SHOR for, the content of any message a Family Member sends or receives, any check-in response, any survey or assessment result for an individual, anything the Family Member writes in the Program, or any information about the Person in Care. There is no escalation path from SHOR to the Center and no Center access to any Family Member's account.
6.3 Permitted use. The Center may use Roster information only to administer its participation in the Program, to understand whether the families it serves are using the Program, and for continuity of care within its own clinical relationship. The Center will not use Roster information to market any product or service, to contact a Family Member about anything other than the Center's own care of the Person in Care, or to contact a Family Member after they have stopped the Program for the purpose of asking them to resume it.
6.4 No further sharing. The Center will not sell, license, publish, or disclose Roster information to any third party, except to its own workforce who need it for the uses in Section 6.3 and who are bound by confidentiality obligations at least as protective as this Agreement, or as required by law.
6.5 Safeguards. The Center will protect Roster information with at least the same safeguards it applies to its own confidential patient and family information, and will notify SHOR without undue delay if it becomes aware of any unauthorized access to or use of Roster information.
6.6 Family Member relationship. Each Family Member's relationship with SHOR is governed by SHOR's Terms of Service and Privacy Policy. SHOR will tell Family Members at enrollment that the Center that issued the Code will receive the Roster information described in Exhibit B.
7. Protected health information
7.1 No PHI to SHOR. The Parties intend that SHOR not receive protected health information, as defined under HIPAA, from or on behalf of the Center. The Center will not disclose to SHOR any information about any Person in Care, and will not provide SHOR with any patient record, diagnosis, treatment information, or patient identity. A Family Member's own decision to enroll and the information they give SHOR about themselves are their own disclosures, made to SHOR as their service provider.
7.2 Part 2 programs. If the Center is a program subject to 42 C.F.R. Part 2, the Center is solely responsible for ensuring that its distribution of Codes does not disclose the identity of any patient as a person with a substance use disorder. SHOR will not ask the Center for, and the Center will not provide, any such information.
7.3 Business associate status. The Parties agree that under the model described in this Agreement SHOR does not create, receive, maintain, or transmit protected health information on behalf of the Center and is not a business associate of the Center. If the Parties later agree to any arrangement under which SHOR would perform a function on the Center's behalf involving protected health information, the Parties will first enter into a business associate agreement, which will then control as to that information.
8. Messaging compliance
8.1 SHOR is the sender. SHOR is the sender of every Program message. SHOR's messaging program is registered with the carriers in SHOR's name, and SHOR collects and records each Family Member's consent to receive messages and honors every opt-out. The Center acquires no right to send messages to Family Members through SHOR or in SHOR's name.
8.2 No Center messaging. The Center will not add its own name, branding, or message to any Program text message, will not ask SHOR to do so, and will not describe the Program as the Center's own messaging service. The Center may describe the Program as "offered at" or "made available by" the Center on materials SHOR provides or approves.
8.3 Opt-out requests received by the Center. If the Center receives a request from a Family Member to stop Program messages, the Center will forward the request to SHOR at help@shorhealth.com within one (1) business day so that SHOR can honor it.
8.4 Review invitation. If the Center turns on the review invitation in its provider console and provides a public review page, SHOR will send each Family Member who enrolled with the Facility's Code one text, after their day-30 survey, inviting them to leave the Center a public review at that page. SHOR sends the invitation to every eligible Family Member or to none; it is never selected by any answer, score, or level of engagement, and nothing of value is offered for a review. The Center will not ask SHOR to send it to some Family Members and not others. SHOR reports to the Facility only how many invitations were sent and how many were opened.
9. Branding and publicity
9.1 Marks. The Center grants SHOR a non-exclusive license to use the Center's name and logo on Program materials prepared for the Center's Facilities, in the form the Center approves. SHOR grants the Center a non-exclusive license to use SHOR's name, logo, and materials to describe the Program to the people the Center serves. Neither Party acquires any other right in the other's marks.
9.2 Publicity. SHOR will not name the Center publicly as a participating center without the Center's prior written consent, which may be given by email. The Center may describe its participation in the Program as it sees fit, provided it does not characterize the Program as treatment or as a service of the Center.
10. Confidentiality
10.1 "Confidential Information" means non-public information one Party discloses to the other in connection with this Agreement that is marked confidential or would reasonably be understood to be confidential, including Roster information, pricing, and the non-public content of the Program. Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party, or is independently developed.
10.2 Each Party will use the other's Confidential Information only to perform this Agreement, will protect it with reasonable care, and will disclose it only to its workforce and advisors who need it and are bound by confidentiality obligations. A Party may disclose Confidential Information when required by law after giving the other Party reasonable notice where lawful. These obligations continue for three (3) years after this Agreement ends, and for Roster information for as long as the Center holds it.
11. Security and insurance
11.1 SHOR will maintain administrative, technical, and physical safeguards designed to protect Family Member information and Roster information, including encryption in transit and at rest, access limited to personnel who need it, logging of administrative access, and periodic independent security testing of the Program.
11.2 If SHOR confirms a security incident that results in unauthorized access to Roster information for a Facility, SHOR will notify the Center within five (5) business days of confirmation and will cooperate reasonably with the Center's response.
11.3 SHOR will maintain commercially reasonable insurance for its business, including cyber liability coverage, and will provide a certificate of insurance on request.
12. Warranties and disclaimers
12.1 Each Party represents that it has the authority to enter into this Agreement and that doing so does not conflict with any other agreement it has.
12.2 SHOR warrants that it will provide the Program in a professional manner and in compliance with applicable laws governing its sending of text messages.
12.3 SHOR does not guarantee that any particular number of Family Members will enroll, that any Family Member will engage with the Program, or that the Program will produce any particular outcome for any Family Member or Person in Care. Except as stated in this Section, the Program is provided as is and SHOR disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.
13. Limitation of liability
13.1 Neither Party will be liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits or revenue, arising out of this Agreement, however caused, even if advised of their possibility.
13.2 Each Party's total liability arising out of this Agreement will not exceed the fees paid or payable by the Center to SHOR under this Agreement in the twelve (12) months before the event giving rise to the claim.
13.3 The limits in this Section do not apply to a Party's breach of Section 6 or Section 10, to a Party's indemnification obligations, or to liability that cannot be limited by law.
14. Indemnification
14.1 By the Center. The Center will defend and indemnify SHOR against third-party claims, and the resulting damages, costs, and reasonable attorneys' fees, arising from the Center's use or disclosure of Roster information in breach of Section 6, from the Center's distribution of Codes in breach of Section 3, or from any disclosure by the Center to SHOR in breach of Section 7.
14.2 By SHOR. SHOR will defend and indemnify the Center against third-party claims, and the resulting damages, costs, and reasonable attorneys' fees, arising from (a) an allegation that the Program as provided by SHOR infringes a third party's intellectual property rights, or (b) SHOR's sending of Program messages in violation of the Telephone Consumer Protection Act or similar laws governing text messaging, except to the extent the claim results from the Center's breach of Section 3 or Section 8.
14.3 Procedure. The indemnified Party will give prompt notice of the claim, allow the indemnifying Party to control the defense and settlement, and cooperate reasonably at the indemnifying Party's expense. No settlement that admits fault on behalf of the indemnified Party may be made without its consent.
15. Termination
15.1 For breach. Either Party may terminate this Agreement on written notice if the other Party materially breaches it and does not cure the breach within thirty (30) days after receiving written notice describing it. SHOR may terminate immediately on written notice if the Center breaches Section 3.3, Section 6.3, Section 6.4, or Section 8.
15.2 Insolvency. Either Party may terminate this Agreement on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy proceeding that is not dismissed within sixty (60) days.
15.3 Effect. When this Agreement expires or terminates: (a) unredeemed Codes lapse; (b) each Family Member who has redeemed a Code keeps the remainder of their Program Year as described in Section 3.4; (c) reporting ends, and the Center may keep Roster information already received only for its own records, subject to Section 6 and Section 10; (d) any fees already due remain payable, subject to Section 15.4; and (e) Sections 3.4, 6, 7, 10, 11.2, 12.3, 13, 14, 15.3, 15.4, and 16 survive.
15.4 Refund when the Center ends the Agreement for SHOR's failure. If the Center terminates this Agreement under Section 15.1 for SHOR's uncured material breach, under Section 2.7, or under a founding-facility exit stated in the Order Form, SHOR will refund, within thirty (30) days, the per-enrollment price stated in the Order Form multiplied by the number of Codes in the current term's Family Allowance that have not been redeemed on the termination date. The program fee is earned on the Effective Date and is not refunded. For example, a Facility whose Family Allowance is 50 and that has redeemed 20 Codes receives a refund of 30 multiplied by the per-enrollment price stated in its Order Form. Family Members who have redeemed keep their full Program Year.
16. General
16.1 Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither Party may bind the other.
16.2 Non-exclusive. This Agreement is non-exclusive. The Center may offer other family support resources, and SHOR may offer the Program to other organizations and to the public.
16.3 Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor to substantially all of its business or assets that assumes this Agreement in writing. SHOR may use subcontractors, including its messaging carrier and hosting providers, and remains responsible for their performance.
16.4 Notices. Notices must be in writing and sent by email to the addresses in the Order Form, with a copy by mail for any notice of breach or termination. Email notices are effective when sent, unless the sender receives a delivery failure.
16.5 Governing law and venue. This Agreement is governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict-of-laws rules. The state and federal courts located in Philadelphia County, Pennsylvania have exclusive jurisdiction over any dispute arising out of this Agreement, and each Party consents to that jurisdiction.
16.6 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including carrier or network outages, provided it uses reasonable efforts to resume performance. This does not excuse payment obligations.
16.7 Entire agreement; order of precedence; changes. This Agreement, including the Order Form and Exhibits, is the entire agreement between the Parties about its subject and replaces all prior discussions. If the documents conflict, the Order Form controls over this Agreement, and this Agreement controls over the Exhibits, except that Exhibit B controls as to the information SHOR provides to the Center. Changes must be in a writing signed by both Parties. If any provision is unenforceable, the rest remains in effect. This Agreement may be signed electronically and in counterparts, and the Center's signature on an Order Form that references this Agreement is its signature to this Agreement.
Exhibit A is the Order Form, provided with each order.
EXHIBIT B: DATA TERMS
This Exhibit describes everything SHOR provides to the Center about Family Members, and what the Center may do with it. It is written so that it can be read on its own by the Center's privacy or compliance staff. If this Exhibit and the body of the Agreement conflict about what information SHOR provides, this Exhibit controls.
B.1 The Roster
For each Facility, SHOR provides a Roster listing only the Codes issued to that Facility that a Family Member has redeemed. For each redeemed Code the Roster shows:
| Field | What it is |
|---|---|
| Code | The Code the Family Member used |
| First name | The first name the Family Member gave SHOR at enrollment |
| Mobile number | The number the Family Member enrolled with |
| Enrollment date | The date they redeemed the Code |
| Status | Active, or inactive (they stopped the Program or their Program Year ended). No reason is given. |
| Program Year end | The date their twelve months end |
The Roster never shows anyone who enrolled without a Code, anyone who used a Code issued to a different Facility, anyone who used a gift code purchased by an individual, or anyone a Family Member invited to their private circle.
B.2 The Facility report
For each Facility, SHOR provides totals and percentages only, never figures for an individual. Each figure appears only once at least five (5) Family Members contribute to it; below that, the report shows that the figure is not yet available. The report includes:
- Codes issued, redeemed, and remaining
- Share of enrolled Family Members still active at day 30 and at day 90 (each enrolled Family Member counts once)
- Share of enrolled Family Members who replied to at least one message in the month
- Number of READY replies SHOR sent with the Facility's admissions line (SHOR does not know whether a call followed)
- Group change in stress and wellbeing on published self-report scales that Family Members complete themselves around day 3, day 30, and day 90
- How likely Family Members are to recommend the Facility, and SHOR, on a 0 to 10 scale, asked around day 30 and day 90
- The share of Family Members who said SHOR changed how they feel about the Facility's care
- If the Center has turned on the review invitation (Section 8.4): how many invitations were sent and how many were opened
B.3 What SHOR never provides to the Center
- The content of any text message sent to or by a Family Member
- Any check-in response, practice reply, goal, or anything the Family Member writes in the Program
- Any individual survey answer, assessment, or score
- Any information about the Person in Care
- The reason a Family Member stopped the Program
- Who texted READY, or who was sent or opened a review invitation
- Any flag, alert, or notice about a Family Member's safety or wellbeing. The Program is not monitored in real time and SHOR has no escalation path to the Center.
- Access to any Family Member's account, or any administrative view of the Program beyond the provider console described here
B.4 What the Center may do with Roster information
- Keep track of which families it serves are using the Program
- Use it within the Center's own clinical relationship with the Person in Care and the Family Member, for continuity of care
- Share it with its own workforce who need it for those purposes
B.5 What the Center may not do with Roster information
- Market any product or service to a Family Member, or add them to any marketing list
- Contact a Family Member about anything other than the Center's own care of the Person in Care
- Contact a Family Member who has stopped the Program to ask them to resume it
- Sell, license, publish, or disclose it to any third party, except as required by law
- Combine it with other data to infer anything about a Family Member's use of the Program beyond what the Roster states
B.6 Delivery, retention, and requests
SHOR provides the Roster and the Facility report in its provider console to the staff the Center names, and emails a monthly summary to the Center contact named in the Order Form. SHOR retains Family Member information in accordance with its Privacy Policy. If a Family Member asks SHOR to stop sharing their information with the Center, SHOR will remove their name and mobile number from the Roster and show the Code only as redeemed and inactive. If the Center receives a request from a Family Member about their information in the Program, the Center will refer them to SHOR at help@shorhealth.com.