AI-native Radiology Services (T&Cs)

Terms & Conditions for AI-native Radiology Services

Effective date: May 1, 2026

1. Introduction and Acceptance

These Terms and Conditions (the “Terms”) govern access to and use of the radiology services, pilot programs, proposals, and related materials (collectively, the “Services”) offered under the "Eden" brand by Higia, Inc., a Delaware corporation with offices at 300 Delaware Ave., Suite 210 #215, Wilmington, DE 19801, United States of America (“Eden,” “we,” “us,” or “our”). By engaging Eden, participating in a pilot, or accessing any Service, the recipient and its institution (“Client,” “you,” or “your”) agree to these Terms. These Terms are general in nature and establish a baseline framework only; any production engagement will be governed by a definitive services agreement, a business associate agreement, and/or a statement of work, which will control in the event of any conflict with these Terms.

2. Nature of the Services

Eden provides professional diagnostic radiology services delivered by board-certified, subspecialty radiologists, supported by Eden’s proprietary artificial intelligence (“AI”) technology used as an internal workflow tool. Eden is a provider of radiology services and is not a vendor of medical device software. Eden’s AI technology is used internally by Eden and its radiologists, is not offered to Client as a standalone diagnostic product, and is not provided, and may not be used, as an autonomous diagnostic device.

3. Pre-Reports and Radiologist Responsibility

Any draft, preliminary report, or “pre-report” generated with the assistance of Eden’s AI technology is preliminary work product only and does not constitute a final diagnostic report. Every report delivered to Client is reviewed, refined, and validated by a board-certified radiologist who exercises independent professional medical judgment and bears responsibility for the final report. No AI-generated output is delivered to Client as a final report or without radiologist review and validation. AI-generated drafts are not a substitute for professional medical judgment, and the final report reflects the interpreting radiologist’s independent professional opinion.

4. Performance Metrics and Illustrative Statements

Any performance metrics referenced in Eden’s marketing, proposal, or presentation materials — including, without limitation, no-edit rates, capacity increases, and turnaround times — are based on Eden’s internal historical operational data, derived primarily from Eden’s operations in Latin American imaging networks. Such metrics are illustrative only and are not guarantees, warranties, or representations of future performance. Actual results will vary based on study type, modality, volume, clinical complexity, integration environment, staffing, and other factors. No statement in any marketing or presentation material constitutes a binding performance commitment unless expressly set forth in a definitive services agreement executed by Eden.

5. Pilot Programs

Where Eden offers a pilot program, including any zero-cost or limited-study pilot: (a) pilot programs are offered at Eden’s discretion and are subject to availability and eligibility criteria; (b) any “no-edit rate” or similar quality metric referenced in connection with a pilot is measured over the pilot’s defined scope and according to a methodology agreed in writing prior to commencement, and absent such written agreement no quantitative guarantee applies; (c) any “money-back,” refund, or satisfaction commitment applies solely to fees actually paid by Client for the applicable engagement, is the sole and exclusive remedy for the matters it covers, and does not apply to zero-cost pilots in which no fees are paid; and (d) pilot results are illustrative and do not guarantee results in any subsequent production engagement.

6. Professional Services; No Substitute for Clinical Judgment

The Services support, and do not replace, the independent professional judgment of Client’s treating and referring physicians. Final clinical and treatment decisions remain the sole responsibility of Client’s licensed healthcare professionals. Eden does not establish a physician-patient relationship with Client’s patients other than through the licensed radiologists who provide interpretations as part of the Services, and only to the extent required by applicable law.

7. Licensing and Jurisdiction

Radiology interpretations are provided by radiologists credentialed and licensed as required for the applicable engagement. The availability of the Services is subject to applicable state licensing, credentialing, and regulatory requirements, and Eden does not represent that the Services are available in all jurisdictions. Eden and Client will cooperate to satisfy applicable licensing and credentialing requirements for any production engagement.

8. Data Privacy and Security

(a) Any engagement involving protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act (“HIPAA”) will be governed by a separate business associate agreement (“BAA”) executed prior to the transmission of any PHI. (b) Eden maintains administrative, physical, and technical safeguards designed to protect PHI in accordance with HIPAA. (c) PHI processed in connection with United States-based engagements is stored and processed on infrastructure located in the United States; authorized Eden personnel may access such information solely as necessary to provide the Services and subject to HIPAA-compliant controls and the applicable BAA. (d) Client represents that it has the authority and any necessary consents or authorizations to transmit PHI to Eden for purposes of the Services.

9. Intellectual Property

As between the parties, Eden retains all right, title, and interest in and to its AI technology, software, platforms, templates, methodologies, and all related intellectual property. No license to Eden’s intellectual property is granted except as expressly necessary for Client to receive the Services. Final reports delivered to Client may be used by Client for clinical, operational, and patient-care purposes.

10. Confidentiality

Each party will protect the other’s confidential information — including pricing, proposals, value propositions, methodologies, scripts, and non-public business information — and will use it solely to evaluate or provide the Services. This obligation does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

11. Disclaimer of Warranties

Except as expressly stated in a definitive services agreement, the Services and all marketing and presentation materials are provided “as is” and “as available.” To the maximum extent permitted by law, Eden disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Eden does not warrant that the Services will be uninterrupted or error-free.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or business interruption, arising out of or relating to the Services or these Terms. Eden’s aggregate liability arising out of or relating to the Services will not exceed the fees actually paid by Client to Eden for the applicable engagement during the three (3) months preceding the event giving rise to the claim. Nothing in these Terms limits any liability that cannot be limited under applicable law, including liability arising from gross negligence or willful misconduct.

13. Indemnification

Each party will indemnify the other against third-party claims arising from its own gross negligence, willful misconduct, or breach of these Terms, subject to the limitations set forth herein.

14. Term and Termination

These Terms apply during any pilot, evaluation, or pre-contractual engagement and until superseded by a definitive services agreement. Either party may terminate a pilot or evaluation engagement upon written notice.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to these Terms, except where a definitive services agreement provides otherwise.

16. Changes to These Terms

Eden may update these Terms from time to time. Material changes will be communicated to active Clients. Continued participation in the Services after an update constitutes acceptance of the revised Terms.

17. Entity and Contact

The Services are offered by Higia, Inc., a Delaware corporation, 300 Delaware Ave., Suite 210 #215, Wilmington, DE 19801, United States of America. Legal notices and inquiries: legal@edenmed.com.

18. Miscellaneous

These Terms, together with any definitive services agreement and BAA, constitute the entire agreement regarding the Services and supersede prior representations regarding their subject matter. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any provision is not a waiver of that provision. These Terms do not create any partnership, joint venture, employment, or agency relationship between the parties.