Terms of Service.

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between you or the legal entity you represent ("Customer" or "you") and AEGIS ISD, LLC, a Florida limited liability company with offices at 7753 Green Mountain Way, Winter Garden, FL 34787 ("AEGIS ISD," "we," "us," or "our"). By executing an order form or other written agreement that references these Terms, or by accessing or using the AEGIS ISD platform ("Service"), you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

2. The Service

The Service is a healthcare program integrity platform that unifies fraud detection, special investigations unit (SIU) case management, medical review, analytics, and recovery tracking. We grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term solely for Customer's internal business purposes and in accordance with the applicable order form, these Terms, and the documentation.

3. Accounts and Registration

Customer is responsible for all activity that occurs under its accounts. Customer shall (a) safeguard authentication credentials; (b) enable multi-factor authentication for administrative accounts and for any other accounts where AEGIS ISD makes multi-factor authentication available; (c) promptly notify AEGIS ISD of any suspected or actual unauthorized access; and (d) ensure that each authorized user agrees to terms no less protective than these Terms. Customer is responsible for the acts and omissions of its users.

4. Acceptable Use

Customer shall not, and shall not permit any third party to:

• access or use the Service in violation of applicable law, including federal healthcare program requirements;
• reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent applicable law prohibits this restriction;
• interfere with or disrupt the integrity or performance of the Service, including by introducing malicious code, conducting denial-of-service activity, or probing without authorization;
• use the Service to develop a competing product or to benchmark without AEGIS ISD's prior written consent;
• resell, sublicense, or make the Service available to any third party except as expressly permitted in the order form; or
• upload data for which Customer lacks sufficient rights, consents, and authority, or that is unrelated to the investigative, compliance, or program integrity purposes for which the Service is designed.

5. Customer Data

"Customer Data" means data, content, and materials, including Protected Health Information (PHI), that Customer or its users submit to the Service, including prompts, attachments, case records, and customer-specific outputs generated from Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants AEGIS ISD a limited license to host, process, copy, transmit, display, and analyze Customer Data solely as necessary to provide, secure, support, maintain, troubleshoot, and improve Customer's use of the Service, to comply with law, and as otherwise permitted by the order form, these Terms, and the Business Associate Agreement ("BAA") executed between the parties. AEGIS ISD will not use PHI to train or improve generalized artificial intelligence or machine learning models except as expressly permitted by the BAA or Customer's written instructions. Customer is solely responsible for the accuracy, quality, legality, and appropriate handling of Customer Data.

6. Protected Health Information and HIPAA

When Customer Data includes PHI as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, "HIPAA"), AEGIS ISD acts as Customer's Business Associate. The BAA executed between the parties governs the use and disclosure of PHI and, to the extent of any conflict with these Terms, the BAA controls with respect to PHI.

Customer must not submit PHI to the Service, support channels, or any other AEGIS ISD system until the parties have executed a BAA and any required implementation or security controls are active for the applicable environment.

7. Intellectual Property

The Service, including all software, models, algorithms, documentation, interfaces, and the AEGIS ISD name, logo, and related marks, is the exclusive property of AEGIS ISD and its licensors, and is protected by U.S. and foreign copyright, trademark, patent, trade secret, and other intellectual property laws. No rights are granted to Customer other than those expressly set forth in these Terms or the order form. Customer-specific reports, summaries, recommendations, exports, and other outputs generated from Customer Data are Customer Data, subject to AEGIS ISD's underlying rights in the Service. Feedback provided by Customer may be used by AEGIS ISD without obligation, provided such use does not disclose Customer Data or Customer Confidential Information.

8. Fees and Payment

Fees are set forth in the applicable order form and are payable in United States dollars. Unless otherwise stated, invoices are due net thirty (30) days from the invoice date. Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Fees are non-refundable except as expressly provided. Customer is responsible for all taxes other than those based on AEGIS ISD's net income.

9. Confidentiality

Each party (the "Receiving Party") shall protect the Confidential Information of the other party (the "Disclosing Party") with the same degree of care it uses for its own confidential information of similar importance, and no less than a reasonable standard of care. Confidential Information shall be used solely to perform under these Terms and shall not be disclosed except to personnel, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information excludes information that is or becomes publicly available through no fault of the Receiving Party, is independently developed, or is received from a third party without restriction.

10. Security

AEGIS ISD maintains a written information security program that includes administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unauthorized access, disclosure, alteration, loss, or destruction. A summary of these safeguards is published at aegisisd.com/security. "Security Incident" has the meaning set forth in the BAA, or if no BAA is in effect, the meaning set forth in 45 CFR §164.304 and applicable data-protection law. AEGIS ISD will notify Customer of any Security Incident affecting Customer Data without unreasonable delay and in accordance with the BAA and applicable law; where a BAA commits AEGIS ISD to a shorter notification timeframe, the BAA controls.

11. Service Level and Support

AEGIS ISD will use commercially reasonable efforts to make the Service available in accordance with the service-level terms set forth in the applicable order form or, if attached or incorporated by reference, a separate Service Level Agreement (the "SLA"). If no SLA or order-form service-level terms are in effect, AEGIS ISD will provide the Service consistent with industry-standard practices for healthcare SaaS, without any specific availability commitment. Scheduled maintenance, force majeure events, and factors outside AEGIS ISD's reasonable control are excluded from availability calculations.

12. Warranties and Disclaimers

AEGIS ISD warrants that the Service will perform in all material respects in accordance with its documentation. Customer's sole and exclusive remedy and AEGIS ISD's sole obligation for breach of this warranty is that AEGIS ISD will use commercially reasonable efforts to correct the non-conformity or, if correction is not reasonably practicable, terminate the affected portion of the Service and refund any prepaid fees attributable to the terminated period.

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND AEGIS ISD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICE IS A DECISION-SUPPORT TOOL AND DOES NOT PROVIDE MEDICAL, LEGAL, OR PROFESSIONAL ADVICE. CUSTOMER IS RESPONSIBLE FOR ALL DECISIONS, DETERMINATIONS, AND ACTIONS TAKEN BASED ON THE OUTPUT OF THE SERVICE, INCLUDING REVIEWING AI-GENERATED OUTPUTS FOR ACCURACY, COMPLETENESS, FAIRNESS, AND APPROPRIATE SUPPORTING EVIDENCE BEFORE USING THEM IN AN INVESTIGATION, PAYMENT, RECOVERY, REFERRAL, OR OTHER DECISION.

13. Indemnification

By AEGIS ISD. AEGIS ISD will defend Customer against any third-party claim alleging that the Service, as provided by AEGIS ISD and used in accordance with these Terms, infringes a valid U.S. intellectual property right, and will pay amounts finally awarded or agreed in settlement. If the Service becomes, or in AEGIS ISD's opinion is likely to become, the subject of an infringement claim, AEGIS ISD may, at its option, (a) procure the right to continued use, (b) modify the Service to be non-infringing, or (c) terminate the affected portion and refund prepaid fees attributable to the terminated period. AEGIS ISD has no indemnification obligation to the extent a claim arises from: (i) Customer's modification of the Service; (ii) combination of the Service with items not provided by AEGIS ISD where the claim would have been avoided absent such combination; (iii) use of a prior release of the Service after AEGIS ISD has made a non-infringing update available to Customer at no additional charge; or (iv) use of the Service outside the scope of the license granted under these Terms. This Section 13 states AEGIS ISD's sole liability and Customer's sole remedy for any third-party intellectual-property infringement claim related to the Service.

By Customer. Customer will defend AEGIS ISD against any third-party claim arising from (a) Customer's breach of Section 4 (Acceptable Use) or Section 5 (Customer Data), (b) Customer's violation of law, or (c) Customer's use of the Service in combination with items not provided by AEGIS ISD where the claim would have been avoided absent such combination, and will pay amounts finally awarded or agreed in settlement.

The indemnifying party's obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party in writing, (ii) granting sole control of the defense and settlement, and (iii) providing reasonable cooperation at the indemnifying party's expense. Neither party may settle a claim in a manner that imposes liability or admission on the other without its prior written consent.

14. Limitation of Liability

EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, (C) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR (D) LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AEGIS ISD FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Term and Termination

These Terms remain in effect for the subscription term specified in the order form, including any renewal terms. Subscription renewal and termination for convenience are governed by the applicable order form. Either party may terminate for material breach that remains uncured thirty (30) days after written notice describing the breach.

Transition and data return. Unless a shorter or longer period is specified in the applicable order form or BAA, upon expiration or termination: (a) Customer will have read-only access to the Service for thirty (30) days after the effective date of termination solely to facilitate transition and export of Customer Data; (b) during that period and for an additional sixty (60) days thereafter, AEGIS ISD will make Customer Data available for export in a commercially reasonable format upon written request; and (c) at the end of the transition period, AEGIS ISD will return or destroy Customer Data in accordance with the BAA and Customer's written instructions, subject to retention required by applicable law or legal hold.

Survival. The following Sections survive any expiration or termination of these Terms: 5 (Customer Data), 6 (Protected Health Information and HIPAA), 7 (Intellectual Property), 8 (Fees and Payment) as to amounts accrued prior to termination, 9 (Confidentiality) for a period of five (5) years after termination (and, with respect to trade secrets, for as long as the information remains a trade secret under applicable law), 12 (Warranties and Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), 16 (Governing Law, Venue, and Jury Waiver), 17 (Dispute Resolution), 20 (Notices), 22 (Entire Agreement; Order of Precedence; Severability; Waiver), 24 (Compliance with Laws) as to representations and obligations accrued during the term, and any other provisions that by their nature should survive.

16. Governing Law, Venue, and Jury Waiver

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, Florida for any dispute not subject to arbitration.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE PARTIES' RELATIONSHIP.

17. Dispute Resolution

The parties will first attempt in good faith to resolve any dispute through informal negotiation between senior representatives within thirty (30) days after written notice of the dispute. If the dispute is not resolved, it will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be Orange County, Florida, with hearings held in Orlando, Florida or another mutually agreed location (or by video conference); the language of the proceedings will be English; and the tribunal will consist of a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court for the protection of confidential information or intellectual property pending arbitration.

Class-action and consolidation waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If this class-action and consolidation waiver is found to be unenforceable, then the entirety of this Section 17 will be null and void, the parties will not be obligated to arbitrate their disputes, and disputes will instead be resolved in the courts designated in Section 16.

18. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, acts of government, labor disputes, natural disasters, internet or telecommunications failures, denial-of-service attacks, or pandemics.

19. Assignment

Neither party may assign these Terms without the prior written consent of the other, except that either party may assign these Terms, without consent, to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any non-permitted assignment is void.

20. Notices

Routine notices (operational, administrative, support-related, and Section 21 change-of-Terms communications) may be delivered by email to the contacts designated in the order form or, for AEGIS ISD, to support@aegisisd.com.

Formal legal notices (including notices of material breach under Section 15, termination, indemnification claims under Section 13, assignment under Section 19, dispute-resolution notices under Section 17, and any other notice stated in these Terms to be in writing) must be delivered to AEGIS ISD both (a) by email to legal@aegisisd.com and (b) by nationally recognized overnight courier or certified mail, return receipt requested, addressed to: AEGIS ISD, LLC, Attn: General Counsel, 7753 Green Mountain Way, Winter Garden, FL 34787, United States. Notices to Customer will be delivered by the same dual method to the primary administrative contact and address identified on the order form. A notice is effective upon the earlier of actual receipt or, for courier or certified mail, two (2) business days after deposit.

21. Changes to These Terms

AEGIS ISD may update these Terms from time to time. Material changes will be communicated to Customer at least thirty (30) days in advance of taking effect, by routine notice under Section 20. Non-material changes (clarifications, formatting, or updates to non-substantive references) may take effect upon posting. Continued use of the Service after the effective date of the updated Terms constitutes acceptance of the updated Terms.

22. Entire Agreement; Order of Precedence; Severability; Waiver

Entire Agreement. These Terms, together with the applicable order form, BAA, and other written exhibits incorporated by reference, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings, communications, and proposals, whether oral or written.

Order of Precedence. In the event of a conflict between the documents that comprise the agreement, the following order of precedence applies, from highest to lowest: (1) the applicable executed order form or statement of work; (2) the Business Associate Agreement, solely with respect to Protected Health Information; (3) these Terms of Service; and (4) the product documentation.

Severability. If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable and to preserve the parties' intent.

No Waiver. Failure or delay by either party to enforce any right or provision of these Terms will not be deemed a waiver of that or any other right or provision. No waiver is effective unless in writing and signed by the waiving party.

Independent Contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other.

23. Publicity

AEGIS ISD will not use Customer's name, logo, quotes, case studies, testimonials, or other identifying information in public marketing, investor materials, sales collateral, press releases, website listings, or similar public-facing materials without Customer's prior written approval (email from an authorized contact is sufficient). Any approved use must follow Customer's brand guidelines where such guidelines have been provided.

24. Compliance with Laws

General. Each party will comply with all laws applicable to its performance under these Terms, including laws relating to data protection, consumer protection, labor and employment, export controls, sanctions, and anti-corruption.

Anti-Corruption. Each party represents that it will comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1 et seq., and all other applicable anti-bribery and anti-corruption laws, and that neither it nor any of its personnel has offered or will offer, promise, or provide any payment or thing of value to any person to improperly influence any act or decision.

Export and Sanctions. Each party represents that it and its personnel (a) are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"); and (b) are not on any U.S. government list of restricted parties, including OFAC's Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department's Entity List, or the U.S. State Department's debarred parties list. The Service may not be used in violation of U.S. export control or sanctions laws.

Federal Healthcare Program Compliance. Each party represents and warrants that, as of the effective date and throughout the term: (i) neither it nor any of its employees, contractors, or agents who perform services under these Terms (1) appears on the U.S. Department of Health and Human Services Office of Inspector General List of Excluded Individuals/Entities, (2) appears on the General Services Administration System for Award Management (SAM) exclusion list, or (3) is otherwise excluded, suspended, or debarred from participation in any federal healthcare program; and (ii) it will notify the other party in writing promptly upon becoming aware of any such exclusion, suspension, or debarment affecting a person performing services under these Terms.

Anti-Kickback and Stark. The parties acknowledge that no payment, discount, or other remuneration under these Terms is intended to induce referrals of business, patients, or items or services reimbursable in whole or in part by a federal healthcare program, and no payment is conditioned on the volume or value of referrals. The parties intend all payments to comply with the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) and, where applicable, the physician self-referral law (42 U.S.C. §1395nn, known as "Stark").

False Claims Act Cooperation. Each party will reasonably cooperate with the other in connection with investigations, audits, or proceedings relating to the False Claims Act (31 U.S.C. §§3729 et seq.) or equivalent state laws to the extent such cooperation is not prohibited by law or privilege.