End User License Agreement

1. Definitions

As used in this Agreement:

• "Service" means the AidiN Health SaaS platform and all features, functionalities, tools, and services provided through aidin.health, including claim denial prevention, revenue cycle management, benefits eligibility, coverage discovery, claim status, and ERA management capabilities.
• "User" or "you" means the individual or entity that accesses and uses the Service, including employees, contractors, and authorized agents of such entity.
• "PHI" means Protected Health Information as defined under HIPAA and its implementing regulations, 45 CFR Parts 160 and 164.
• "HIPAA Rules" means the Privacy Rule, Security Rule, and Breach Notification Rule as set forth in 45 CFR Parts 160 and 164.
• "Documentation" means any written materials, guides, specifications, and manuals provided by Company regarding use of the Service.
• "Confidential Information" means any non-public information disclosed by either party that is marked as confidential or would reasonably be considered confidential.
• "Business Associate Agreement" or "BAA" means the Business Associate Agreement executed between Company and User governing the handling of PHI.

2. License Grant

Subject to your compliance with this EULA and applicable law, Company grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service solely for your authorized business purposes. This license is personal to you and may not be transferred, sublicensed, or assigned to any third party without Company's prior written consent.

3. License Restrictions

You agree that you will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or architecture of the Service
• Copy, reproduce, distribute, or transmit the Service or any portion thereof without authorization
• Rent, lease, loan, sell, or otherwise transfer the Service to any third party
• Sublicense, encumber, or grant any rights in the Service to any third party
• Attempt to gain unauthorized access to the Service, related systems, or networks
• Use automated tools, scripts, bots, or scraping methods to collect, extract, or harvest data from the Service
• Remove or obscure any proprietary notices, labels, or marks on the Service
• Use the Service in violation of any applicable law or regulation
• Interfere with or disrupt the integrity or performance of the Service or third-party data
• Transmit viruses, malware, or any code of destructive nature
• Access the Service for purposes of competitive analysis, benchmarking, or developing competing products

4. Account Terms

4.1 Account Creation and Responsibility

You are responsible for maintaining the confidentiality of your account credentials and are solely responsible for all activities that occur under your account. You agree to notify Company immediately of any unauthorized use of your account or any other breach of security.

4.2 Accurate Information

You agree to provide accurate, current, and complete information when creating and maintaining your account.

4.3 Acceptable Use

You agree to use the Service in compliance with all applicable laws and regulations, and in accordance with this EULA and our Acceptable Use Policy.

5. User Content and Data

5.1 Your Data Ownership

You retain all ownership rights in and to your data, including patient records, claims information, and other content you upload to the Service ("User Data"). By using the Service, you grant Company a worldwide, royalty-free, non-exclusive license to use, process, store, and analyze User Data solely for the purposes of providing the Service and improving its functionality.

5.2 Data Processing

Company will process User Data in accordance with its Privacy Policy, applicable Data Processing Agreements, and all applicable privacy and data protection laws, including HIPAA when User Data contains PHI.

5.3 Backup and Recovery

While Company maintains reasonable backup procedures, Company is not responsible for loss of User Data. You are responsible for maintaining independent backups of your critical data.

6. PHI and HIPAA Compliance

6.1 HIPAA Covered Entity Status

AidiN Health is a HIPAA-covered entity and Business Associate. To the extent User transmits, stores, or processes Protected Health Information (PHI) through the Service, the parties shall execute a Business Associate Agreement ("BAA") as required under HIPAA.

6.2 HIPAA Obligations

When User Data includes PHI:

• Company shall implement and maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI
• Company shall use or disclose PHI only for purposes authorized by User or as required by law
• Company shall notify User of any suspected or confirmed breach of unsecured PHI
• Company shall ensure that all workforce members handling PHI receive appropriate HIPAA training
• Company shall maintain audit controls, access controls, and data integrity controls as required by the HIPAA Security Rule
• Company shall delete or return PHI upon termination of this Agreement, as requested by User

6.3 BAA Requirement

If not already executed, User and Company acknowledge that a separate Business Associate Agreement must be in place before any PHI is transmitted through or stored in the Service.

7. Intellectual Property

7.1 Company IP

The Service, including all software, code, design, graphics, text, images, trademarks, logos, and all other intellectual property ("Company IP"), is the sole and exclusive property of AidiN Health and its licensors. You acknowledge that you do not obtain any ownership rights by using the Service.

7.2 License Limitations

The license granted in Section 2 applies only to the Service as provided by Company. No license is granted to any underlying source code, algorithms, patents, or trademarks.

7.3 Feedback

If you provide feedback, suggestions, or recommendations regarding the Service, Company may use such feedback without obligation or compensation.

8. Updates and Modifications to the Service

AidiN Health may modify, update, suspend, or discontinue the Service (or any portion thereof) at any time. Company will make reasonable efforts to notify Users of material changes. Continued use of the Service following notice of material changes constitutes acceptance of the modified terms.

9. Third-Party Components

The Service may include or incorporate third-party software, data, services, and components ("Third-Party Components"). Your use of Third-Party Components is subject to their respective terms and licenses. Company makes no representations or warranties regarding Third-Party Components.

10. Warranties and Disclaimers

10.1 Service "AS-IS"

THE SERVICE IS PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 No Clinical Warranty

COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL PROVIDE ACCURATE CLINICAL OUTCOMES, DIAGNOSIS, TREATMENT RECOMMENDATIONS, OR MEDICAL DECISIONS. THE SERVICE IS INTENDED TO ASSIST WITH CLAIM MANAGEMENT AND REVENUE CYCLE MANAGEMENT ONLY.

10.3 User Responsibility

Users are solely responsible for verifying the accuracy, completeness, and appropriateness of any information or recommendations provided by the Service.

11. Limitation of Liability

11.1 Liability Cap

IN NO EVENT SHALL AIDIN HEALTH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION. AIDIN HEALTH'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY USER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.2 Exceptions

The liability limitations shall not apply to breach of confidentiality obligations, indemnification obligations, intellectual property infringement, or liability that cannot be limited under applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from any claims, damages, losses, costs, and expenses arising from or related to:

• Your use of the Service in violation of this EULA or applicable law
• Your breach of any representation, warranty, or obligation under this Agreement
• Your User Data, including any claims that User Data infringes third-party intellectual property rights
• Your violation of third-party rights through your use of the Service

13. Term and Termination

13.1 Agreement Term

This EULA is effective as of the Effective Date and continues until terminated by either party.

13.2 Termination by User

You may terminate your use of the Service at any time by providing written notice to Company.

13.3 Termination by Company

Company may terminate this EULA or your access to the Service immediately if:

• You materially breach this EULA and fail to cure the breach within thirty (30) days of written notice
• You violate applicable law or engage in illegal activity
• You fail to comply with HIPAA or other regulatory requirements
• You pose a security risk to the Service or other Users
• As required by law or legal process

14. Effect of Termination

14.1 Immediate Cessation

Upon termination, your right to use the Service immediately ceases. You shall delete all copies of Company IP in your possession or control.

14.2 Data Retrieval

Upon termination, Company will provide you with access to retrieve your User Data for a period of thirty (30) days. After such period, Company may delete your User Data in accordance with applicable law.

14.3 HIPAA Post-Termination

Upon termination, Company shall delete or return all PHI in its possession in accordance with the terms of the executed BAA and HIPAA regulations.

15. Export Controls

The Service and any data transmitted through the Service may be subject to U.S. export control laws. You agree not to use the Service in violation of any export control laws or regulations.

16. Governing Law and Jurisdiction

This EULA shall be governed by and construed in accordance with the laws of the United States and the State of Delaware, without regard to its conflict of law principles.

17. Severability

If any provision of this EULA is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18. Waiver

The failure of either party to enforce any right or provision under this EULA shall not be deemed a waiver of such right or provision.

19. Assignment

You may not assign this EULA or your rights or obligations under this EULA without Company's prior written consent. Company may assign this EULA to any successor or affiliate without notice or consent.

20. Entire Agreement

This EULA, together with any executed Business Associate Agreement, Data Processing Agreement, Privacy Policy, and Documentation, constitutes the entire agreement between you and AidiN Health regarding the Service.

21. Contact Information

This Agreement is effective as of the date listed above. Continued use of the Service constitutes acceptance of these terms.