⚠ DRAFT — PENDING COUNSEL REVIEW

These Terms of Service have been drafted by Aarya Innovations LLC

based on standard healthcare-SaaS practices. They have not yet been

reviewed by an attorney. By accepting this draft, you acknowledge it

is an interim version that will be replaced with a counsel-reviewed

final version when one is available. You will be asked to re-accept

the final version at that time.

Terms of Service

Effective date: the date you accept these Terms through the Vaidya portal.

Provider: Aarya Innovations LLC, a Nevada limited liability company doing business as Vaidya ("Vaidya", "we", "us", "our"). Contact: contact@aaryainnovations.com.

1. The Service

Vaidya operates a software-as-a-service platform that uses automation and artificial intelligence to assist with the review, normalization, and structured summarization of medical records for use by licensed professionals (the "Service"). The Service is accessed through the Vaidya portal at https://www.vaidyalegal.com.

2. Eligibility and Acceptable Use

2.1 Who may use the Service

The Service is intended for use solely within the United States by:

• Licensed attorneys and their authorized staff
• Licensed physicians and their authorized staff
• Other healthcare and legal professionals authorized to receive and process the medical records they upload

By accepting these Terms, you represent that you are at least 18 years old, located in the United States, and authorized to receive, possess, and process the medical records you upload to the Service.

2.2 Your account

You are responsible for maintaining the security of your account credentials. You will notify us promptly at contact@aaryainnovations.com if you discover unauthorized access to your account.

2.3 Acceptable use

You will not:

• Upload data you are not legally authorized to possess or process
• Use the Service to violate any law, regulation, or third-party right
• Attempt to access another customer's data or account
• Reverse engineer, scrape, or otherwise extract source code or non-public APIs from the Service
• Use the Service to develop a competing product
• Interfere with the operation of the Service or the security of other users
• Use automated tools to access the Service except as expressly permitted by us in writing

2.4 Authorized users

If you grant access to the Service to other individuals at your firm or practice, you are responsible for their compliance with these Terms.

3. Customer Data and Ownership

3.1 You retain ownership of your data

You retain all rights, title, and interest in the documents, records, and other data you upload to the Service ("Customer Data"). We do not claim ownership of your Customer Data.

3.2 You own the Report Output

You retain all rights, title, and interest in the analyses, summaries, and reports that Vaidya generates from your Customer Data ("Report Output"). You may use, modify, redistribute, and incorporate Report Output into your work without restriction or further attribution to Vaidya.

3.3 License you grant us

You grant Vaidya a limited, non-exclusive, worldwide license to access, process, store, and transmit your Customer Data solely for the purpose of providing the Service to you, complying with our legal obligations, and maintaining the security and integrity of the Service. This license terminates when your Customer Data is deleted in accordance with our Privacy Policy and BAA.

3.4 De-identified data

We may create de-identified data from Customer Data in accordance with 45 CFR § 164.514 and use it to maintain, improve, and analyze the Service. De-identified data, by definition, is not Customer Data and is not subject to the restrictions above. We will not attempt to re-identify any de-identified data.

3.5 Feedback

If you provide us with suggestions, ideas, or feedback about the Service, we may use that feedback without restriction or obligation.

4. Healthcare and Legal Disclaimers

4.1 Not legal advice

The Service is a software tool. The Report Output it generates is not legal advice. Vaidya is not a law firm. Any Report Output must be independently reviewed and evaluated by a licensed attorney before being relied upon for legal decisions.

4.2 Not medical advice

The Service is not a substitute for licensed medical judgment. Report Output is not a medical diagnosis, treatment recommendation, or medical opinion. Any Report Output must be independently reviewed by a licensed medical professional before being relied upon for clinical or treatment decisions.

4.3 IME reports

Where Vaidya is used to assist in preparing records-review sections of Independent Medical Examination reports, the licensed physician remains solely responsible for all medical findings, opinions, conclusions, and the final examination report. Vaidya does not provide medical opinion.

4.4 You verify outputs

You acknowledge that AI-generated analyses may contain errors, omissions, or inaccuracies. You are responsible for verifying Report Output before relying on it for any decision, communication, or filing.

5. Fees and Payment

5.1 Pricing

The Service is offered on a per-case basis. Pricing is calculated at the time you submit each case based on the document page count, selected report sections, and any applicable add-ons. Current pricing is displayed at submission and available at https://www.vaidyalegal.com.

5.2 Payment

Payment is processed by Stripe, Inc. Vaidya does not receive your full payment card details. By submitting payment, you authorize Stripe to charge the applicable amount and authorize Vaidya to receive transaction records.

5.3 Refunds

Fees for completed reports are non-refundable except as required by law. If we cancel or fail to deliver a Report Output you have paid for, we will refund the corresponding fees.

5.4 Taxes

You are responsible for any sales, use, or value-added taxes applicable to your purchase, except for taxes based on our income.

5.5 Pricing changes

We may change our pricing at any time. Pricing changes apply only to new cases submitted after the change takes effect. Cases submitted before the change are billed at the price quoted at submission.

6. Privacy and HIPAA

Your use of the Service is also governed by our Privacy Policy. If you upload Protected Health Information ("PHI") as defined under HIPAA, your use is additionally governed by our Business Associate Agreement.

We treat Customer Data as confidential and use it only as described in our Privacy Policy. We do not sell Customer Data. We do not use Customer Data to train AI models that benefit other customers.

7. Service Availability

7.1 No uptime guarantee

The Service is provided on an "as available" basis. We do not guarantee uninterrupted access. We may schedule maintenance windows and will use commercially reasonable efforts to provide advance notice for planned downtime.

7.2 Modifications

We may add features, modify the Service, or discontinue features at our discretion. We will provide reasonable advance notice of changes that materially reduce the Service's functionality.

7.3 Beta features

We may from time to time make beta features available. Beta features are provided "as is" without warranty and may be modified or discontinued without notice.

8. Intellectual Property

8.1 Our IP

The Service, including its software, models, prompts, designs, documentation, trademarks, and trade dress, is owned by Aarya Innovations LLC and protected by intellectual property laws. These Terms do not grant you any rights in our intellectual property except the limited right to use the Service.

8.2 No reverse engineering

You will not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.

8.3 Trademark

"Vaidya" and the Vaidya logo are trademarks of Aarya Innovations LLC. You may not use them without our prior written consent.

9. Warranties and Disclaimers

9.1 Limited warranty

We warrant that we will provide the Service with reasonable care and skill consistent with industry practices for healthcare technology providers.

9.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT REPORT OUTPUT WILL BE ACCURATE, COMPLETE, OR FREE OF ERRORS.

10. Limitation of Liability

10.1 No indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

10.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE FEES YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Exceptions

The exclusions and limitations in this Section 10 do not apply to:

• A party's indemnification obligations
• A party's intentional misconduct or fraud
• Liabilities that cannot be limited by law

10.4 Basis of the bargain

You acknowledge that the fees paid for the Service reflect the allocation of risk in these Terms, and that without these limitations the fees would be substantially higher.

11. Indemnification

11.1 By you

You will defend, indemnify, and hold Vaidya harmless from any third-party claim, loss, damage, or reasonable attorneys' fees arising out of or relating to: (a) your breach of these Terms; (b) your violation of applicable law; (c) your unauthorized use of the Service; or (d) the content of any data you upload, including any claim that you were not authorized to upload it.

11.2 By us

We will defend, indemnify, and hold you harmless from any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, provided you promptly notify us of the claim, give us sole control of the defense, and reasonably cooperate. If the Service becomes the subject of an infringement claim, we may, at our option, modify the Service to be non-infringing, obtain a license that allows continued use, or terminate your access and refund pro-rated unused fees.

11.3 Procedures

The indemnified party will promptly notify the indemnifying party of any claim. Failure to give prompt notice does not relieve the indemnifying party except to the extent it is materially prejudiced.

12. Term and Termination

12.1 Term

These Terms apply from the date you accept them until terminated as set forth in this Section.

12.2 Termination for breach

Either party may terminate these Terms upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure the breach within the notice period.

12.3 Termination by you

You may stop using the Service at any time. To delete your account and data, contact us at contact@aaryainnovations.com.

12.4 Termination by us

We may suspend or terminate your access immediately, without prior notice, if we reasonably believe you have violated Section 2.3 (Acceptable Use) or engaged in fraudulent activity. For other breaches, we will provide thirty (30) days' notice and an opportunity to cure.

12.5 Refund on termination

If we terminate your access for reasons other than your material breach, we will refund fees paid for any cases that have not yet been delivered, pro-rated based on the work completed.

12.6 Survival

Sections that by their nature should survive termination will survive, including Sections 3 (Customer Data and Ownership), 4 (Disclaimers), 8 (Intellectual Property), 9 (Warranties), 10 (Liability), 11 (Indemnification), 13 (Dispute Resolution), and 14 (Miscellaneous).

13. Dispute Resolution and Arbitration

13.1 Informal resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation, beginning with written notice describing the dispute and a proposed resolution.

13.2 Binding arbitration

If informal resolution fails after thirty (30) days, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Clark County, Nevada.

13.3 No class actions

The parties waive any right to bring or participate in a class action, collective action, or representative proceeding. Each party may bring claims only on an individual basis.

13.4 Arbitration costs

The parties will share the AAA's administrative fees equally, except that we will pay your share of fees if you can demonstrate that paying them would be cost-prohibitive. Each party bears its own attorneys' fees, except as required by law.

13.5 Equitable relief

Notwithstanding the above, either party may seek temporary equitable relief (such as a temporary restraining order or preliminary injunction) from a court of competent jurisdiction to protect its intellectual property or confidential information.

13.6 Opt-out

You may opt out of this arbitration provision by sending written notice to contact@aaryainnovations.com within thirty (30) days of first accepting these Terms. If you opt out, disputes will be resolved in the state and federal courts located in Clark County, Nevada, and both parties consent to the personal jurisdiction of those courts.

14. Miscellaneous

14.1 Governing law

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Notices

Notices to Vaidya will be sent to contact@aaryainnovations.com. Notices to you will be sent to the email address associated with your account.

14.3 Changes

We may update these Terms from time to time. We will notify you of material changes through the Vaidya portal or by email. Continued use of the Service after the effective date of changes constitutes acceptance of the updated Terms.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

14.5 Force majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, labor disputes, government actions, internet or utility outages, or third-party service provider failures.

14.6 Entire agreement

These Terms, together with our Privacy Policy and (where applicable) the Business Associate Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements.

14.7 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force.

14.8 No waiver

A party's failure to enforce a provision is not a waiver of its right to do so later.

14.9 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

14.10 Contact

Aarya Innovations LLC · contact@aaryainnovations.com