ChironAI™ Terms of Use Agreement

Effective Date: August 22nd, 2025

This Terms of Use Agreement ("Agreement") governs access to and use of the ChironAI™ Clinical Decision Support System (the "System"), owned and operated by Eve-Healthcare, LLC, and powered by the proprietary Eve-Healthcare F5/reasoner developed and exclusively owned by MindHYVE.ai™.

By accessing or using the System, you ("User") acknowledge, accept, and agree to be legally bound by the following terms and conditions. If you do not agree, you must not access or use the System.

1. Intended Use

1.1 The System is intended solely as a Clinical Decision Support (CDS) tool to assist licensed physicians, physician assistants, and other credentialed healthcare professionals.

1.2 The System does not provide independent medical advice, diagnosis, or treatment, and is not a substitute for professional clinical judgment.

1.3 All outputs must be reviewed, interpreted, and validated by a licensed clinician prior to use in patient care.

2. Regulatory Compliance

2.1 The User is responsible for ensuring compliance with all local, regional, and national laws, regulations, and licensing requirements governing the use of clinical decision support systems in the jurisdiction of use.

2.2 Use of the System does not imply regulatory clearance, approval, or certification under the laws of any specific jurisdiction, including but not limited to the U.S. Food and Drug Administration (FDA), European Medicines Agency (EMA), UK MHRA, Health Canada, TGA (Australia), or other foreign regulators.

3. Intellectual Property Rights

3.1 All rights, title, and interest in and to the System, including but not limited to software, algorithms, models, interfaces, databases, and content, are the exclusive property of Eve-Healthcare, LLC and MindHYVE.ai™.

3.2 The proprietary Eve-Healthcare F5/reasoner and the Chiron agent are protected by applicable U.S. and international intellectual property laws.

3.3 Users are granted only a limited, revocable, non-transferable license to access and use the System strictly in accordance with this Agreement.

4. Disclaimers of Warranties

4.1 The System is provided strictly "AS IS" and "AS AVAILABLE", without any express or implied warranties.

4.2 Eve-Healthcare, LLC and MindHYVE.ai™ make no representations or warranties of accuracy, reliability, completeness, merchantability, fitness for a particular purpose, or non-infringement.

4.3 No guarantee is made that the System complies with laws or regulations outside of its intended scope.

5. Limitation of Liability

5.1 To the maximum extent permitted under applicable law, Eve-Healthcare, LLC and MindHYVE.ai™ disclaim all liability for any damages, losses, injuries, claims, or adverse outcomes arising out of or related to:

• Reliance on outputs of the System;
• Errors, omissions, or inaccuracies in the System's content or functions;
• Misuse or misapplication of the System;
• Failure to comply with jurisdiction-specific medical, regulatory, or licensing requirements.

5.2 In no event shall Eve-Healthcare, LLC or MindHYVE.ai™ be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of revenue, profits, data, or goodwill, even if advised of the possibility of such damages.

6. User Responsibilities

6.1 The User is solely responsible for ensuring that outputs are used in accordance with accepted standards of medical practice.

6.2 The User assumes all risk associated with use of the System in patient care.

6.3 The User agrees to indemnify, defend, and hold harmless Eve-Healthcare, LLC and MindHYVE.ai™ from any claims, liabilities, damages, or legal actions arising from use of the System.

7. Data Privacy & Security

7.1 Users are responsible for ensuring compliance with applicable data protection laws, including but not limited to HIPAA (U.S.), GDPR (EU), UK Data Protection Act, and other jurisdictional equivalents.

7.2 The System does not replace the User's obligations to maintain patient confidentiality, informed consent, or data security.

8. Termination of Access

Eve-Healthcare, LLC reserves the right to suspend, restrict, or terminate User access at its sole discretion, including but not limited to violations of this Agreement, unlawful use, or regulatory risks.

9. Governing Law & Jurisdiction

9.1 This Agreement shall be governed by and construed under the laws of the United States and the State of Delaware, without regard to conflict-of-law principles.

9.2 For Users outside the United States, use of the System is subject to applicable foreign laws, but all disputes shall be resolved exclusively in U.S. courts unless otherwise required by mandatory local law.

10. Severability

If any provision of this Agreement is held unenforceable under applicable law, the remaining provisions shall remain in full force and effect.

11. Entire Agreement

This Agreement constitutes the entire understanding between the User and Eve-Healthcare, LLC/MindHYVE.ai™ regarding the use of the System and supersedes all prior agreements, whether written or oral.