Terms of Service

1Acceptance and Agreement

These Terms of Service (these "Terms") constitute a legally binding agreement between RediMinds, Inc., a Michigan corporation with its principal place of business at 29777 Telegraph Road, Suite 1670, Southfield, Michigan 48034 ("RediMinds," "we," "us," or "our"), and the organization or entity ("Client," "you," or "your") that accesses or uses any RediMinds product, platform, software, professional service, or related application (collectively, the "Services"). By executing an Order Form, Statement of Work, or other service agreement that incorporates these Terms by reference, or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the RediMinds Privacy Policy, incorporated herein by reference. Without limiting the generality of the foregoing, your continued use of the Services following any update to these Terms constitutes your binding acceptance of the revised Terms.

These Terms govern the relationship between RediMinds and its business clients. They are not intended for individual consumer use. If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization to these Terms, and to the extent you do not have such authority, you agree to be personally bound by these Terms and to accept liability for any harm caused by unauthorized use of the Services.

If you do not agree to these Terms in their entirety, you must immediately discontinue all access to and use of the Services.

2Eligibility and Authority

The Services are offered and available only to business entities and organizations operating in the healthcare industry or related regulated sectors, including, without limitation, health insurance payers, managed care organizations, providers, Independent Review Organizations ("IROs"), Independent Dispute Resolution Entities ("IDREs"), credentialing bodies, third-party administrators, and government health program contractors. The Services are not intended for, and may not be used by, individual consumers for personal, family, or household purposes.

By accepting these Terms, you represent and warrant that: (a) your organization is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) you have full authority to bind your organization to these Terms; (c) your organization's acceptance and performance of these Terms do not violate any agreement, applicable law, regulation, or court order to which your organization is subject; and (d) all information you provide to RediMinds in connection with the Services is and will remain accurate, complete, and current.

3Description of Services

RediMinds provides an artificial intelligence and workflow automation platform purpose-built for healthcare administrative operations. The platform delivers AI-assisted capabilities across prior authorization and utilization review, payment integrity and independent dispute resolution, provider credentialing and enrollment, disability and workers' compensation evidence organization, clinical documentation intelligence, and related administrative workflows.

The specific Services to be provided, including scope, deliverables, configuration parameters, timelines, and associated fees, are set forth in one or more Order Forms executed between the parties. Each Order Form is hereby incorporated into and governed by these Terms. In the event of a conflict between an Order Form and these Terms, the Order Form controls with respect to the subject matter of that Order Form, unless the Order Form expressly states otherwise.

RediMinds reserves the right, in its reasonable discretion, to update, modify, enhance, or discontinue features or functionalities of the platform, provided that RediMinds will provide Client with no fewer than thirty (30) calendar days' prior written notice before implementing any change that materially reduces core functionality available to Client under an active Order Form.

Some components of the Services may be designated as beta, preview, or early-access features ("Beta Services"). Beta Services are provided "as is" without any warranty, service level commitment, or indemnification obligation, and RediMinds may discontinue Beta Services at any time without notice or liability.

4Client Obligations and Responsibilities

To Access the Services

Subject to Client's compliance with these Terms, RediMinds grants Client a limited, non- exclusive, non-transferable right to access and use the Services during the applicable Order Form term, solely for Client's internal business operations and the purposes described in the applicable Order Form. Client is responsible for ensuring that all Authorized Users comply with these Terms and any applicable Order Form, and Client shall be liable to RediMinds for any breach of these Terms by an Authorized User to the same extent as if Client had committed the breach directly.

Client shall designate Authorized Users and maintain reasonable controls to ensure that access credentials are not shared, transferred, or made available to unauthorized individuals. Client shall promptly deactivate access for any Authorized User who is no longer authorized to access the Services.

Regulatory Compliance

Client shall use the Services solely for lawful purposes and in compliance with all applicable federal, state, and local laws and regulations, including, without limitation, HIPAA, the No Surprises Act (42 U.S.C. § 300gg-111), applicable state utilization review and independent review organization laws, state insurance regulations, and any other regulations governing the administrative healthcare workflows Client processes through the Services. Client bears sole responsibility for ensuring that its use of the Services, and any Output generated by the Services, complies with all applicable legal and regulatory requirements.

Data Submissions

Client represents, warrants, and covenants that it has obtained all necessary regulatory authorizations, consents, patient authorizations, and other legal bases required to submit Client Data to the Services, including any PHI or other regulated information. Client further represents and warrants that Client Data, and RediMinds' processing of Client Data as authorized by these Terms, does not and will not infringe, misappropriate, or otherwise violate any third party's Intellectual Property Rights, right of privacy, or any other proprietary right.

Client shall promptly notify RediMinds in writing, and in no event later than five (5) business days following discovery, of any known or reasonably suspected unauthorized access to Client's account, any security incident involving Client Data, or any regulatory inquiry related to Client's use of the Services that may implicate RediMinds or the Services.

5Restrictions and Acceptable Use

By accessing or using the Services, Client agrees not to, and not to authorize or permit any Authorized User or third party to, use the Services:

1. to access or attempt to access the Services except as expressly permitted by these Terms and the applicable Order Form;
2. to reverse engineer, decompile, disassemble, or otherwise attempt to derive, reconstruct, or extract the source code, object code, underlying algorithms, or model weights of the Services or any component thereof, except to the limited extent that applicable law expressly prohibits such restriction;
3. to modify, translate, adapt, or create derivative works based upon the Services or any Output for any purpose other than Client's internal business use as permitted under these Terms;
4. to copy, distribute, sell, resell, sublicense, rent, lease, transfer, assign, or otherwise make the Services available to any third party, other than Authorized Users, without RediMinds' prior written consent;
5. to use the Services, in whole or in part, to develop, train, benchmark, or improve any competing product, service, or artificial intelligence model;
6. to scrape, crawl, or otherwise collect data from the Services using automated tools, bots, scripts, or third-party software, or to attempt to collect human-readable Outputs through technical circumvention or deception of the systems implementing the Services;
7. to falsify, manipulate, or misrepresent any data submitted to the Services, or submit synthetic or fabricated data in a production environment without RediMinds' prior written consent;
8. to intentionally introduce, upload, or transmit any virus, worm, Trojan horse, ransomware, malicious code, or other item of a destructive or disabling nature to the Services or RediMinds' systems;
9. to interfere with, disrupt, or disable the integrity, performance, or availability of the Services or the infrastructure used to provide them;
10. to circumvent, disable, or otherwise interfere with any security control, access restriction, or authentication mechanism implemented in the Services;
11. to use any Output as the sole or determinative basis for any clinical determination, coverage decision, medical necessity finding, or administrative ruling without independent review and authorization by a qualified human professional;
12. to violate, or encourage the violation of, the legal rights of any third party, including Intellectual Property Rights or rights of privacy; or
13. to engage in any unlawful, fraudulent, invasive, defamatory, or harassing conduct through or in connection with the Services.

Without limiting the generality of the foregoing, RediMinds reserves the right to suspend or terminate Client's access to the Services, with or without prior notice, if RediMinds reasonably believes that Client or any Authorized User has violated this Section.

Some software components used in or in connection with the Services may be offered under open source licenses. Where applicable, the provisions of such open source licenses expressly override these Terms to the extent of any conflict. A list of material open source components used in the Services is available upon written request to privacy@rediminds.com.

6HIPAA, Business Associate Agreement, and Healthcare Data

If Client's use of the Services involves the creation, receipt, transmission, maintenance, or processing of PHI as defined under HIPAA, a fully executed BAA between Client's organization and RediMinds is required as a condition precedent to Client's submission or transmission of any PHI to or through the Services. RediMinds will not knowingly accept, receive, or process PHI in the absence of an executed BAA. To request a BAA, contact RediMinds at privacy@rediminds.com.

Under any executed BAA, and without limiting the obligations set forth therein, RediMinds covenants to: (a) use and disclose PHI only as permitted by the BAA and applicable HIPAA regulations; (b) apply the minimum necessary standard to all PHI access, use, and disclosure; (c) implement and maintain administrative, physical, and technical safeguards meeting or exceeding the requirements of the HIPAA Security Rule; (d) notify Client of any actual or reasonably suspected breach of unsecured PHI without unreasonable delay and no later than sixty (60)

calendar days following RediMinds' discovery of the breach, as required by 45 C.F.R. § 164.410; and (e) ensure that any subcontractors or agents of RediMinds that create, receive, maintain, or transmit PHI are bound by written obligations at least as protective as those in the BAA.

In the event of a conflict between these Terms and an executed BAA with respect to the handling of PHI, the BAA governs.

7AI Technology and Governance

Platform Design and Standards

RediMinds' AI systems are purpose-built for healthcare administrative workflows and are designed in accordance with responsible AI development principles. RediMinds' AI platform has been validated against the audit requirements established by URAC for AI-powered healthcare services, with formal URAC certification in process, and RediMinds' security architecture is aligned with the NIST Special Publication 800-53 control framework in support of RediMinds' ongoing FedRAMP authorization process.

Nature of AI Outputs

Client acknowledges and agrees that, notwithstanding any other provision of these Terms: (a) AI and machine learning Outputs are probabilistic in nature and are not guaranteed to be accurate, complete, current, or appropriate for any specific clinical, coverage, or administrative determination; (b) Outputs generated by RediMinds AI systems do not constitute medical advice, legal counsel, coverage determinations, or final administrative decisions; (c) model performance may vary over time as a result of changes to underlying data distributions, model updates, or other factors outside RediMinds' control; and (d) Client and its qualified human reviewers bear sole responsibility for evaluating, validating, and acting upon any Output before it is used as the basis for any determination affecting any individual or third party.

Monitoring and Feedback

RediMinds conducts ongoing bias monitoring, model performance evaluation, and AI validation review consistent with applicable regulatory and industry standards. Client agrees to report any Output that Client reasonably believes reflects material inaccuracy, algorithmic bias, or an anomalous result to RediMinds through its designated support channel within a reasonable time following discovery. Feedback and corrections that Client voluntarily provides regarding AI Outputs may be used by RediMinds, in de-identified or aggregated form and subject to applicable BAA provisions and privacy obligations, to evaluate and improve its AI models and platform capabilities.

8Data Ownership and Usage Rights

Client Data Ownership

As between Client and RediMinds, Client retains full right, title, and ownership of all Client Data. RediMinds makes no claim of ownership over Client Data and acquires no rights in or to Client Data except the limited processing license described below. For the avoidance of doubt, Client's ownership of Client Data is not affected by any processing, transformation, analysis, or Output generation performed by RediMinds in connection with the Services.

Processing License

Client hereby grants RediMinds a limited, non-exclusive, revocable, royalty-free license to access, receive, store, process, and use Client Data during the applicable Order Form term solely to: (a) provide, operate, and maintain the Services for Client's benefit; (b) fulfill RediMinds' obligations under these Terms and applicable Order Forms; and (c) comply with applicable law. RediMinds will not use Client Data for any purpose outside the scope of this license, and will not sell, transfer, or disclose Client Data to third parties except as described in RediMinds' Privacy Policy, as required by applicable law, or as otherwise authorized in writing by Client.

Aggregated and De-identified Data

Notwithstanding the foregoing, RediMinds may use de-identified and aggregated usage and performance data derived from operation of the Services, created in compliance with the de- identification standards set forth at 45 C.F.R. § 164.514 and from which no individual or organization can reasonably be identified, to develop, evaluate, and improve its AI models, platform functionality, and service quality. Such de-identified and aggregated data does not constitute Client Data and is not subject to the restrictions set forth in this Section.

Return or Destruction of Data

Upon expiration or termination of the applicable Order Form, Client may request, in writing and within sixty (60) calendar days following the effective date of termination or expiration, that RediMinds either return Client Data in a mutually agreed format or securely destroy all copies of Client Data in RediMinds' possession or control. RediMinds will fulfill such request within sixty (60) calendar days of receipt, subject to any data retention obligations required by applicable law or the applicable BAA.

9Intellectual Property

RediMinds Ownership

RediMinds retains all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Services, including the platform, software, AI and machine learning models, algorithms, source code, object code, Documentation, interfaces, APIs, trademarks, service marks, trade names, and all enhancements, modifications, updates, and derivative works thereof, regardless of whether developed in the course of performing services for Client. Using the Services does not give Client ownership of any Intellectual Property Rights in the Services or any Output. Nothing in these Terms constitutes a transfer, assignment, or waiver of any RediMinds Intellectual Property Right. All rights not expressly granted to Client are reserved to RediMinds.

RediMinds' name, logo, and all product and service names associated with the Services are trademarks and service marks of RediMinds, Inc. Client is granted no right or license to use any RediMinds trademark or service mark without RediMinds' prior written consent.

License to Client

Subject to Client's compliance with these Terms and timely payment of all applicable fees, RediMinds grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term of the applicable Order Form, solely for Client's internal business operations and the purposes expressly set forth in that Order Form. Client may not copy, modify, distribute, sell, sublicense, or lease any part of the Services or included software.

Software in the Services

Where the Services include or require downloadable or locally installed software developed by RediMinds, RediMinds grants Client a personal, non-exclusive, non-assignable, royalty-free license to use such software solely as part of and in connection with the Services, in the manner permitted by these Terms. Client may not reverse engineer or attempt to extract the source code of any software component of the Services unless applicable law expressly prohibits such restriction or Client has obtained RediMinds' prior written consent.

Client Feedback

To the extent Client provides RediMinds with any feedback, suggestions, ideas, enhancement requests, or recommendations regarding the Services ("Feedback"), Client hereby grants RediMinds a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, assignable license to use, reproduce, modify, incorporate, and otherwise exploit such Feedback for any purpose, without restriction or obligation of any kind to Client, provided that RediMinds' use of Feedback complies with applicable privacy, data protection, and HIPAA obligations. This Feedback license survives the termination or expiration of these Terms.

10Copyright Protection

RediMinds respects intellectual property rights and responds to notices of alleged copyright infringement in accordance with the process set forth in the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) ("DMCA"). RediMinds reserves the right, in its sole discretion, to terminate or suspend access to the Services of any Client or Authorized User determined to be a repeat infringer of third-party copyrights. If you believe that content available through or in connection with the Services infringes a copyright you own or control, please direct your DMCA notice to RediMinds' designated copyright agent at privacy@rediminds.com. To be valid under the DMCA, a notice of claimed infringement must include: (a) a physical or electronic signature of the copyright owner or authorized representative; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to permit RediMinds to locate it; (d) contact information for the complaining party; (e) a statement of good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner.

Reproduction of any content available through the Services, in whole or in part and in any form, is prohibited except as expressly permitted by RediMinds in writing or as permitted under applicable law.

11Confidentiality

Each party, as a Receiving Party, agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under these Terms and the applicable Order Form; and (c) limit disclosure of Confidential Information to those of its employees, contractors, advisors, and agents who have a legitimate need to know and who are bound by written confidentiality obligations at least as protective as those set forth herein.

Notwithstanding the foregoing, the obligations of this Section do not apply to information that: (i) is or becomes publicly known through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to disclosure without restriction; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is received from a third party without restriction and without breach of any obligation owed to the Disclosing Party.

If a Receiving Party is required by applicable law, regulation, or valid court order to disclose any Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice prior to such disclosure and shall cooperate with the Disclosing Party's reasonable efforts to obtain a protective order or other appropriate relief.

The obligations of this Section survive termination or expiration of these Terms for a period of three (3) years with respect to Confidential Information generally, and indefinitely with respect to any information constituting a trade secret under applicable law.

12Security Obligations

RediMinds Security Program

RediMinds maintains a comprehensive written information security program designed to protect Client Data against unauthorized access, disclosure, alteration, use, and destruction. RediMinds' security program is aligned with the requirements of the HIPAA Security Rule and the controls set forth in NIST Special Publication 800-53, and includes, without limitation: encryption of Client Data in transit using industry-standard protocols and at rest using AES-256 or equivalent encryption; role-based access controls with multi-factor authentication for all personnel accessing Client Data; intrusion detection and prevention systems and continuous security monitoring; tamper-evident audit logging; regular third-party penetration testing and vulnerability assessment; and a formal incident response and breach notification program.

Client Security Responsibilities

Client is responsible for: (a) maintaining the security and confidentiality of all Authorized User credentials and access tokens; (b) ensuring that the systems, networks, and devices used by Authorized Users to access the Services meet reasonable minimum security standards; and (c)

promptly notifying RediMinds in writing within five (5) business days of discovering any known or suspected unauthorized access to Client's account, compromise of Authorized User credentials, or security incident involving Client Data submitted to the Services.

Incident Response

In the event RediMinds becomes aware of a security incident that affects the confidentiality, integrity, or availability of Client Data, RediMinds will notify Client without unreasonable delay and will provide relevant information regarding the nature of the incident, the data potentially affected, and the remediation steps taken or underway, as such information becomes available. For incidents involving PHI, the breach notification obligations set forth in the applicable BAA and 45 C.F.R. § 164.410 govern and control.

13Audit Rights

RediMinds acknowledges that its healthcare clients operate in regulated environments where independent verification of vendor compliance is a material contractual and regulatory expectation. Accordingly, upon Client's written request, delivered with no fewer than thirty (30) calendar days' advance notice, RediMinds will make available to Client information reasonably sufficient to demonstrate RediMinds' compliance with: (a) its applicable obligations under the HIPAA Security Rule and any executed BAA; (b) the security controls described in these Terms; and (c) applicable URAC AI validation requirements and FedRAMP security control standards, to the extent relevant to Client's use of the Services.

Audit reviews shall be: (i) conducted during normal business hours at mutually agreed times; (ii) limited in scope to controls, processes, and records directly relevant to Client's use of the Services and the Client Data Client has submitted; and (iii) conducted in a manner that does not unreasonably disrupt RediMinds' operations. Client may exercise its audit rights under this Section no more than once per calendar year, absent a specific compliance concern or regulatory requirement that Client must describe in reasonable detail in its written request.

RediMinds may satisfy Client's audit request, in whole or in part, through the production of third- party audit reports, certifications, or attestations issued by a qualified independent auditor, including, without limitation, SOC 2 Type II reports, URAC AI audit documentation, or FedRAMP authorization packages where applicable and available. All information obtained by Client through the exercise of its audit rights shall be treated as Confidential Information of RediMinds.

14Service Levels and Availability

RediMinds is committed to delivering high-availability platform performance consistent with the operational requirements of regulated healthcare workflows. Specific service level commitments, including uptime targets, support response times, and associated remedies, are set forth in the applicable Order Form or in a separate Service Level Agreement ("SLA") executed by the parties. Where no SLA has been separately executed, RediMinds will use commercially reasonable efforts to maintain platform availability and to address reported service disruptions in a prompt and diligent manner. RediMinds' internal availability targets are informed by FedRAMP High Baseline operational requirements and URAC AI service standards. Clients with specific, documented availability requirements are encouraged to discuss SLA parameters at the time of contracting.

Scheduled maintenance windows will be communicated to Client in writing no fewer than five (5) business days in advance, except in cases of emergency maintenance required to address an active security threat or material service disruption. RediMinds is not responsible for service interruptions caused by factors outside its reasonable control, including third-party cloud infrastructure outages, internet disruptions, or failures in Client's own systems or connectivity.

15Professional Services

RediMinds may provide implementation, configuration, integration, training, consulting, or other professional services to Client as described in a separately executed SOW. Each SOW is governed by these Terms and will specify, at a minimum, the scope of work, deliverables, acceptance criteria, timelines, personnel allocation, fees, and any special terms applicable to the particular engagement.

Unless otherwise expressly specified in the applicable SOW, professional services fees are billed on a time-and-materials basis at agreed rates. Deliverables produced by RediMinds in the course of a professional services engagement are and remain the property of RediMinds unless the applicable SOW expressly and unambiguously transfers ownership of specific deliverables to Client. To the extent deliverable ownership is transferred to Client under a SOW, RediMinds retains a perpetual, royalty-free, non-exclusive license to use the underlying methodologies, know-how, and tools incorporated in such deliverables.

Successful delivery of professional services is dependent on timely and substantive cooperation from Client. RediMinds is not responsible for delays in delivery timelines or cost overruns resulting from Client's failure to fulfill its cooperation obligations as agreed in the applicable SOW.

16Fees, Payment, and Taxes

All fees for the Services are as specified in the applicable Order Form. Unless otherwise specified in an Order Form, invoices are due and payable within thirty (30) calendar days of the invoice date. Overdue undisputed amounts accrue interest from the due date at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

RediMinds reserves the right to suspend Client's access to the Services, following written notice, if any undisputed invoice remains unpaid for more than thirty (30) calendar days following its due date. Suspension does not relieve Client of its obligation to pay all accrued and outstanding fees. If Client disputes any invoice amount in good faith, Client shall notify RediMinds in writing within fifteen (15) calendar days of the invoice date, specifying the disputed amount and the basis for the dispute. Undisputed portions of invoices remain due and payable in accordance with normal payment terms.

All fees are exclusive of, and Client is solely responsible for, all applicable sales, use, excise, value-added, withholding, or similar taxes and governmental charges assessed in connection with the Services, excluding only taxes imposed on RediMinds' net income. If Client is tax-exempt, Client must provide a valid exemption certificate at or before the time of contracting.

RediMinds will provide Client with no fewer than thirty (30) calendar days' prior written notice before implementing any increase in fees for recurring Services. Fee increases do not apply to Orders with fixed pricing during a committed contract term.

17Accuracy of Information

RediMinds endeavors to keep the information and content available through the Services accurate and current; however, the Services may contain typographical errors, technical inaccuracies, or information that is incomplete or not current at the time of access. RediMinds reserves the right to correct any errors, inaccuracies, or omissions at any time without prior notice, including after an Order Form has been executed.

Client is solely responsible for verifying the accuracy, completeness, currency, and appropriateness of all information, content, and Outputs accessed through or generated by the Services before relying upon such information for any clinical, administrative, or business purpose. RediMinds does not represent or warrant that the Services, or the information or Outputs generated by the Services, are free from errors, complete, or suitable for any specific purpose.

18Term, Renewal, and Termination

Term

These Terms are effective as of the Effective Date and remain in effect until all active Order Forms have expired or been terminated. Each Order Form specifies its own initial term and renewal conditions. Unless otherwise specified in an Order Form, each Order Form automatically renews for successive one (1) year terms unless either party provides the other with written notice of non-renewal no fewer than sixty (60) calendar days prior to the end of the then-current term.

Termination for Convenience

Either party may terminate an Order Form for convenience upon no fewer than thirty (30)

calendar days' prior written notice to the other party, or as otherwise specified in the applicable Order Form. Termination for convenience does not entitle Client to a refund of prepaid fees covering any period following the effective date of termination.

Termination for Cause

Either party may terminate an Order Form or these Terms upon written notice if the other party materially breaches any provision of these Terms or the applicable Order Form and fails to cure such breach within thirty (30) calendar days following receipt of written notice describing the breach in reasonable detail. Notwithstanding the foregoing, RediMinds may terminate Client's access to the Services immediately upon written notice, without any cure period, if: (a) Client submits PHI to the Services in the absence of an executed BAA; (b) Client violates the Restrictions and Acceptable Use Section; or (c) any undisputed fees owed by Client remain outstanding for more than sixty (60) calendar days following RediMinds' written notice of non- payment.

Effect of Termination

Upon the expiration or termination of these Terms or any applicable Order Form: (a) all rights and licenses granted to Client immediately terminate and Client must promptly cease all access to and use of the Services; (b) Client must destroy or return all copies of RediMinds Confidential Information in Client's possession or control; and (c) RediMinds will return or destroy Client Data in accordance with the Data Ownership and Usage Rights Section and the applicable BAA. The following Sections survive expiration or termination for any reason: Data Ownership and Usage Rights (post-termination obligations), Intellectual Property, Copyright Protection, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Notice, Dispute Resolution and Arbitration, Governing Law, and General Provisions.

19Representations and Warranties

Mutual Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full right, power, and authority to enter into and perform its obligations under these Terms; (c) these Terms have been duly authorized, executed, and delivered and constitute a legal, valid, and binding obligation, enforceable in accordance with their terms; and (d) its execution and performance of these Terms do not conflict with or violate any agreement, applicable law, regulation, or court or administrative order to which it is subject.

RediMinds Representations and Warranties

RediMinds additionally represents and warrants that: (a) the Services will perform materially in accordance with the applicable Documentation and Order Form during the applicable Order Form term; (b) RediMinds will maintain the security controls described in these Terms and any applicable BAA throughout the term; (c) RediMinds holds, and will maintain throughout the term, all licenses, registrations, certifications, and regulatory authorizations required by applicable law to provide the Services; and (d) RediMinds will provide professional services under any SOW in a professional and workmanlike manner, consistent with applicable industry standards and the specifications set forth in the applicable SOW.

Client Representations and Warranties

Client additionally represents and warrants that: (a) Client has obtained, and will maintain throughout the term, all regulatory authorizations, patient authorizations, consents, and other legal bases required under applicable law to collect, submit, and process Client Data through the Services; (b) Client Data, and RediMinds' authorized processing of Client Data, does not and will not infringe or misappropriate any third party's Intellectual Property Rights, rights of privacy, or any other proprietary rights; and (c) Client's use of the Services will comply at all times with all applicable federal, state, and local laws and regulations, including, without limitation, HIPAA and applicable state healthcare regulations.

20Disclaimer of Warranties

To the extent that applicable law does not permit the exclusion of certain implied warranties or conditions, such exclusions apply to the fullest extent permitted by law. The disclaimers in this Section are a fundamental element of the basis of the bargain between the parties.

21Limitation of Liability

The foregoing limitations of liability do not apply to: (i) either party's liability for death or personal injury caused by its negligence; (ii) either party's liability for fraud or willful misconduct; (iii) either party's breach of its confidentiality obligations; (iv) RediMinds' indemnification obligations; or (v) any liability that cannot be excluded or limited by applicable law. The parties acknowledge that the limitations of liability in this Section reflect a reasonable and negotiated allocation of risk and that RediMinds would not have provided the Services at the pricing offered without such limitations.

22Indemnification

RediMinds Indemnification

Subject to the limitations set forth herein, RediMinds shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, demands, suits, proceedings, judgments, losses, damages, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to: (a) RediMinds' infringement or misappropriation of a third party's Intellectual Property Rights through the Services as provided to Client, unmodified and in the form provided by RediMinds; or (b) RediMinds' material breach of its obligations under an applicable BAA. RediMinds' indemnification obligations under this Section do not apply to Claims arising from: (i) Client's modification of the Services; (ii) Client's combination or use of the Services with third-party products not authorized by RediMinds; (iii) Client's use of the Services in violation of these Terms; (iv) Client Data that infringes a third party's rights; or (v) AI Outputs to the extent Claims arise from the inherent probabilistic nature of AI systems rather than a specific defect attributable to RediMinds.

Client Indemnification

Client shall defend, indemnify, and hold harmless RediMinds and its officers, directors, employees, and agents from and against any Claims arising out of or relating to: (a) Client's use of the Services in violation of these Terms, any applicable Order Form, or any applicable law or regulation; (b) Client's submission of Client Data without all required regulatory authorizations, patient authorizations, and consents; (c) Client's violation of any obligation under HIPAA or any applicable BAA; (d) Client's use of any Output as the sole or determinative basis for any clinical, coverage, or administrative determination without independent review and authorization by a qualified human professional; (e) any claim by a third party arising from a determination or action taken or omitted by Client in reliance upon an Output; or (f) Client's negligence, willful misconduct, or fraud.

Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") shall: (i) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any Claim for which indemnification is sought, provided that failure to provide timely notice relieves the Indemnifying Party of its indemnification obligations only to the extent it is materially prejudiced by such failure; (ii) grant the Indemnifying Party sole control over the defense and settlement of the Claim, provided that the Indemnifying Party may not settle any Claim that imposes any obligation, liability, or restriction on the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld; and (iii) provide the Indemnifying Party with all reasonable cooperation and assistance in connection with the defense or settlement of the Claim, at the Indemnifying Party's expense.

23Notice

All legal notices, demands, and communications required or permitted under these Terms must be in writing and shall be deemed duly delivered: (a) upon confirmed transmission, if delivered by email to the address specified in the applicable Order Form, provided that the sender does not receive an automated delivery failure notification; (b) upon delivery, if sent by nationally recognized overnight courier with signature required; or (c) three (3) business days after deposit in the United States mail, if sent by certified or registered mail, return receipt requested, postage prepaid. Notices to RediMinds must be addressed to: RediMinds, Inc., 29777 Telegraph Road, Suite 1670, Southfield, Michigan 48034, with a copy to privacy@rediminds.com. Notices to Client shall be addressed to the contact and address specified in the applicable Order Form. Either party may update its notice address by providing written notice to the other party in accordance with this Section.

24Dispute Resolution and Arbitration

Good-Faith Negotiation

Prior to initiating any formal dispute resolution process, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms, any Order Form, or the Services (each, a "Dispute") through good-faith negotiation. Either party may initiate the negotiation process by delivering written notice to the other party describing the nature and basis of the Dispute and the relief requested. The parties' authorized senior representatives shall meet and negotiate in good faith for a period of thirty (30) calendar days from the date of receipt of such notice, or such extended period as the parties may mutually agree in writing, before either party may initiate arbitration.

Applicable Law

To the extent that the arbitration agreement set forth below does not apply, or is found to be unenforceable with respect to a particular Dispute, the parties agree that United States federal law, including the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and, to the extent not inconsistent with or preempted by federal law, the laws of the State of Michigan, without regard to conflict of laws principles, shall govern all Disputes.

Our Arbitration Agreement

If a Dispute is not resolved through good-faith negotiation within the period set forth above, either party may submit the Dispute to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single neutral arbitrator with demonstrated experience in commercial technology or healthcare industry matters. The arbitrator's award shall be final and binding on the parties and may be entered as a final judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with arbitration, unless the arbitrator determines that a party's claims or defenses were frivolous or brought in bad faith.

Notwithstanding the foregoing, either party may seek temporary restraining orders, preliminary injunctions, or other provisional equitable relief from a court of competent jurisdiction, without first engaging in negotiation or arbitration, where necessary to prevent irreparable harm, including to protect Confidential Information or Intellectual Property Rights.

All Disputes shall be arbitrated on an individual basis only. Neither party may bring or participate in any class, collective, consolidated, or representative arbitration or court proceeding. If this class action waiver is found to be unenforceable in any context, the arbitration agreement shall be void as to that Dispute, and such Dispute shall be resolved in a court of competent jurisdiction in accordance with the Governing Law Section.

25Governing Law

These Terms, and all Disputes arising out of or relating to these Terms, any Order Form, or the Services, are governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Subject to the Dispute Resolution and Arbitration Section, each party hereby irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Oakland County, Michigan for the resolution of any Dispute not subject to arbitration under these Terms, and waives any objection to the laying of venue in such courts.

26General Provisions

Entire Agreement. These Terms, together with all Order Forms, SOWs, BAAs, and the RediMinds Privacy Policy constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, warranties, negotiations, and understandings of the parties relating to such subject matter. No modification, amendment, or waiver of any provision of these Terms shall be valid or binding unless made in writing and signed by authorized representatives of both parties.

Order of Precedence. In the event of a conflict between documents governing the relationship between the parties, the order of precedence is as follows (highest to lowest): (1) an applicable BAA, with respect to PHI matters; (2) an applicable Order Form or SOW, with respect to the subject matter of that engagement; (3) these Terms; and (4) the RediMinds Privacy Policy.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right or remedy available to it under these Terms shall operate as a waiver of that right or remedy. All waivers must be in writing and signed by an authorized representative of the waiving party to be effective.

Assignment. Client may not assign, delegate, or otherwise transfer these Terms, any Order Form, or any of its rights or obligations hereunder without RediMinds' prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. RediMinds may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all of RediMinds' obligations hereunder in writing, and Client is notified in writing no fewer than thirty (30) calendar days prior to such assignment becoming effective. Any purported assignment in violation of this Section is void.

Change of Control. If RediMinds undergoes a Change of Control (defined as an acquisition of more than fifty percent (50%) of RediMinds' outstanding voting equity or the sale of all or substantially all of RediMinds' assets) resulting in RediMinds being acquired by or merged with an entity that is a direct competitor of Client in Client's primary market, Client may terminate any active Order Form without penalty upon sixty (60) calendar days' written notice, provided such notice is delivered within ninety (90) calendar days following Client's receipt of written notice of the Change of Control.

Non-Solicitation. During the term of any active Order Form and for a period of one (1) year following the expiration or termination thereof, neither party shall directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the delivery or receipt of the Services, without the other party's prior written consent. This restriction does not apply to general, non-targeted employment postings or to candidates who respond to general solicitations without direct outreach by the recruiting party.

Publicity. Neither party shall use the other party's name, logo, trademark, or other identifying information in any press release, marketing material, case study, or public statement without the other party's prior written consent. Notwithstanding the foregoing, RediMinds may identify Client as a customer of RediMinds in general marketing materials and on its website, subject to any trademark usage guidelines Client may provide in writing.

Benchmark Testing. Client may not, without RediMinds' prior written consent, publish, disclose, or distribute the results of any benchmark test, performance evaluation, competitive analysis, or similar assessment of the Services, whether independently conducted or conducted in comparison with competing products or services.

Export Controls. Client shall comply with all applicable United States export control laws and regulations in connection with its use of the Services, including, without limitation, the Export Administration Regulations (15 C.F.R. Parts 730-774) and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Client represents and warrants that it is not located in, organized under the laws of, or a national or resident of any country subject to U.S. economic sanctions, and is not listed on any U.S. government list of prohibited or restricted parties.

Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms, other than an obligation to make a payment of money, to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including, without limitation, acts of God, natural disasters, pandemic or epidemic, fire, floods, acts of war or terrorism, civil unrest, labor disputes, third-party internet or telecommunications outages, or action or inaction of governmental authorities. The party claiming force majeure shall provide prompt written notice and shall use commercially reasonable efforts to resume performance as soon as practicable. Force majeure does not excuse performance for more than ninety (90) calendar days, after which either party may terminate the affected Order Form upon written notice without liability.

Updates to Terms. RediMinds reserves the right to update or modify these Terms at any time.

RediMinds will provide Client with no fewer than thirty (30) calendar days' prior written notice of any material change to these Terms. Client's continued access to or use of the Services following the effective date of any updated Terms constitutes Client's acceptance of the updated Terms. If Client does not agree to any material modification, Client may terminate the affected Order Form in accordance with the Term, Renewal, and Termination Section, provided that written notice of termination is delivered to RediMinds prior to the effective date of the modification.

27Contact

For questions regarding these Terms of Service, to request a Business Associate Agreement, to report a potential copyright infringement under the DMCA, or to discuss a services engagement with RediMinds, please contact us at privacy@rediminds.com. RediMinds aims to respond to all inquiries within five (5) business days.