Clinic Partner Terms and Conditions

EnhancedDx, Inc.

Effective date: February 15, 2026 Last updated: April 27, 2026

These Clinic Partner Terms and Conditions (the "Terms") are entered into between EnhancedDx, Inc., a Delaware corporation with offices at 8 The Green, Ste R, Dover, Delaware 19901, United States ("EnhancedDx", "we", "us", "our"), and the healthcare provider that accepts these Terms or executes an Order Form referencing them (the "Clinic Partner", "Clinic", "you", "your"). EnhancedDx and the Clinic Partner are each a "party" and together the "parties".

1. Definitions

Capitalised terms have the meanings given below. These definitions are consistent with those used in the Service User Terms and Conditions, the Privacy Policy, the Informed Consent, and the Disclaimer Notices.

"Affiliates" means the affiliated entities through which members of the Care Navigation Team may be employed or engaged, whether located within or outside the United States. References to "EnhancedDx" mean EnhancedDx, Inc. only unless expressly stated.

"BAA" means the Business Associate Agreement executed between the parties governing the handling of PHI.

"Business Associate" and "Covered Entity" have the meanings given in 45 C.F.R. 160.103 under HIPAA. EnhancedDx is the Business Associate; the Clinic Partner is the Covered Entity.

"Care Navigator" and "Care Navigation Team" mean the personnel (employed or engaged by EnhancedDx or its Affiliates and subcontracted to EnhancedDx) who provide non-clinical navigation and education through the Services. Care Navigators provide non-clinical administrative and informational support only and do not provide medical advice, diagnosis, treatment, or clinical services, and do not exercise clinical judgment.

"Clinic Provided Information" means information authored or supplied by the Clinic Partner, including descriptions of treatments offered, pricing, eligibility criteria, and the Clinic Partner's published recommendations regarding tests and scans before a consultation.

"Concierge Agent" means EnhancedDx's automated artificial-intelligence agent (AI live chat and AI voice).

"De-identified Data" means data that has been de-identified in accordance with 45 C.F.R. 164.514(b) (the HIPAA Safe Harbor or expert-determination methods) such that it is no longer PHI.

"Fast Track" means EnhancedDx's accelerated onboarding and non-clinical administrative support service for prospective patients, delivered through the Services.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended.

"Order Form" means an ordering document or Statement of Work executed by the parties that references these Terms and sets out the Services, fees, and any service-specific terms.

"PHI" means "protected health information" as defined in 45 C.F.R. 160.103.

"Service User" means an individual who interacts with the Services, including a prospective or existing patient of the Clinic Partner.

"Services" means the services EnhancedDx provides to or on behalf of the Clinic Partner as described in Section 2 and any Order Form, namely: the Concierge Agent (AI chat and AI voice); live chat and voice support with the Care Navigation Team; Care Navigation Appointments; Fast Track onboarding support (including non-clinical assistance with registration, scheduling, completion of forms and clinical history, and insurance eligibility checks); and appointment-related and onboarding-related communications by email, SMS, telephone, and WhatsApp.

"Subcontractor" means a third party (including an Affiliate) engaged by EnhancedDx to perform part of the Services.

2. The Services

2.1 Scope

EnhancedDx will provide the Services described in these Terms and the applicable Order Form. The Services are non-clinical and are provided to support and on behalf of the Clinic Partner.

2.2 Non-clinical nature; the Clinic Partner remains the provider

The parties acknowledge and agree that:

(a) EnhancedDx is a technology and non-clinical services company. It does not practice medicine, nursing, psychology, or any other licensed healthcare profession, does not provide medical advice, diagnosis, or treatment, and is not a healthcare provider, telehealth provider, or insurer;

(b) the Clinic Partner is, and remains, the healthcare provider and the Covered Entity. The Clinic Partner is solely responsible for all clinical evaluation, diagnosis, treatment, clinical advice, and clinical decision-making concerning its patients, and for obtaining all clinical consents and authorizations;

(c) nothing in these Terms or the Services creates a clinician-patient relationship between any Service User and EnhancedDx, the Care Navigation Team, or the Affiliates, and the Services are not telehealth; and

(d) EnhancedDx does not control, direct, or interfere with the Clinic Partner's clinical judgment or the practice of medicine, and the parties intend these Terms to be consistent with the corporate-practice-of-medicine doctrine and applicable licensing law.

2.3 Care Navigation Team qualifications

Members of the Care Navigation Team may hold professional qualifications or registrations outside the United States, including as registered nurses or clinical psychologists. The Clinic Partner acknowledges that these qualifications signal the competence and quality of the Care Navigation Team but do not authorize any member to practice a licensed profession in the United States or any US state, and that members of the Care Navigation Team do not do so. Regardless of qualifications, Care Navigators perform only the non-clinical functions described in these Terms and as delegated under Section 3.

3. Delegation, supervision, and the patient journey

This Section governs how the Care Navigation Team supports the Clinic Partner's patients and is central to the non-clinical structure of the Services.

3.1 Delegation of defined non-clinical tasks

The Clinic Partner delegates to the Care Navigation Team the defined non-clinical, administrative, and informational tasks set out in the applicable Order Form, which may include: responding to enquiries using Clinic Provided Information; scheduling and Care Navigation Appointments; assisting Service Users with registration and onboarding; supporting the completion of administrative and intake forms and the gathering (not interpretation) of clinical history; assisting with insurance eligibility checks; and relaying the Clinic Partner's published recommendations regarding tests and scans. These tasks are analogous to the non-clinical administrative tasks performed by a clinic's own non-licensed administrative and medical-assistant staff under provider supervision.

3.2 Retention of clinical decision-making by the Clinic Partner

The Clinic Partner retains all clinical decision-making. The Care Navigation Team will not provide medical advice, will not tell any Service User which tests or scans they personally require, will not interpret any test or scan result, and will not require any Service User to complete any test or scan. Where a Service User raises a clinical question, the Care Navigation Team will route it to the Clinic Partner's clinicians rather than answer it.

3.3 Supervision and routing

The parties will operate the following supervision and routing arrangements, which the Clinic Partner may adjust in the Order Form:

(a) Clinical questions raised by a Service User are relayed to the Clinic Partner's clinicians, including via the Clinic Partner's medical assistants, for a clinical response;

(b) Scheduling of clinical appointments into the Clinic Partner's electronic health record is performed by the Clinic Partner's front-desk or medical-assistant staff; EnhancedDx supports the Service User up to, but not including, the act of booking the clinical appointment into the Clinic Partner's system;

(c) Governance. The parties will hold a regular meeting (intended to be weekly) including the Clinic Partner's medical director and operations director (or their designees) to review the Services, scope, escalations, and any issues; and

(d) Escalation. Anything that falls outside the delegated non-clinical scope, or that a Care Navigator reasonably believes requires clinical judgment, is escalated to the Clinic Partner without a substantive response from the Care Navigation Team.

3.4 Clinic Partner systems

Service Users complete the Clinic Partner's own consent forms, clinical history, and test-result uploads in the Clinic Partner's patient portal or electronic health record, which is the Clinic Partner's system and the Clinic Partner's custody. EnhancedDx may assist Service Users with the process but is not the system of record for, and is not the custodian of, that information.

3.5 Clinic Provided Information

The Clinic Partner is responsible for the accuracy, completeness, currency, and legal compliance of all Clinic Provided Information. The Care Navigation Team and the Concierge Agent relay Clinic Provided Information and do not generate clinical recommendations. EnhancedDx is not responsible for the content of Clinic Provided Information.

4. HIPAA and Business Associate status

4.1 BAA controls

EnhancedDx acts as the Clinic Partner's Business Associate. The handling of PHI is governed by the executed BAA, which is incorporated by reference. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls.

4.2 Subcontractors and sub-business associates

The Clinic Partner authorizes EnhancedDx to engage Subcontractors, including the Affiliates, to perform the Services. EnhancedDx will enter into written agreements with Subcontractors that handle PHI imposing restrictions and conditions at least as protective as those in the BAA, consistent with 45 C.F.R. 164.308(b) and 164.502(e). No Subcontractor will access PHI before such an agreement is executed.

4.3 Clinic Partner HIPAA responsibilities

The Clinic Partner is responsible, as the Covered Entity, for issuing and maintaining its own Notice of Privacy Practices, obtaining any patient authorizations or clinical consents required for the Clinic Partner's own uses and disclosures, and for its own compliance with HIPAA and applicable law. EnhancedDx does not issue a Notice of Privacy Practices.

4.4 De-identified Data

To the extent permitted by the BAA and applicable law, EnhancedDx may create De-identified Data from PHI and may use and retain De-identified Data, and any models and model weights derived from De-identified Data, for its own purposes, including improving and developing the Services. EnhancedDx uses only De-identified Data (and not PHI) to train, fine-tune, or develop machine-learning models. De-identified Data and derived models are the property of EnhancedDx.

5. Data location, security, and access by authorized personnel

5.1 Data location

All Service User data processed under these Terms is stored and maintained in the United States (in Google Cloud). EnhancedDx does not store Service User data outside the United States and does not permit local copies of Service User data to be retained on devices located outside the United States.

5.2 Access by authorized personnel

Members of the Care Navigation Team and other personnel, whether employed by or engaged as subcontractors of EnhancedDx and whether located within or outside the United States, may access United States-resident data remotely, on a need-to-know basis, solely to perform the Services, and only through controlled channels, namely a secured virtual private network (VPN) and the EnhancedDx platform. Such access is subject to access controls, authentication, encryption in transit, and logging.

5.3 Safeguards

EnhancedDx will maintain administrative, physical, and technical safeguards consistent with the HIPAA Security Rule and the BAA, including for remote access by personnel located within or outside the United States. The risks associated with such access are addressed in EnhancedDx's security risk analysis.

5.4 Clinic Partner right to restrict access to the United States

If the Clinic Partner's own legal, regulatory, payer, or contractual obligations require that PHI be accessed only from within the United States, the Clinic Partner may so notify EnhancedDx, and EnhancedDx will arrange for that Clinic Partner's Service Users to be supported only by personnel located in the United States. The parties will record any such restriction in the Order Form or BAA.

5.5 Jurisdiction and cooperation

The parties intend that disputes relating to PHI handling be subject to United States court jurisdiction, and that Subcontractor agreements require cooperation with breach investigation and notification, consistent with the BAA.

6. Clinic Partner responsibilities

The Clinic Partner will:

(a) maintain all licenses, registrations, accreditations, and clinical governance required to operate as a healthcare provider, and remain solely responsible for clinical care;

(b) provide accurate, complete, current, and legally compliant Clinic Provided Information, and promptly update it;

(c) maintain its own Notice of Privacy Practices and obtain any patient authorizations and clinical consents it requires;

(d) designate points of contact, including for the governance meetings in Section 3.3(c);

(e) ensure that any telephone numbers and contact details it provides to EnhancedDx for Service User communications were lawfully obtained and may be used for the intended communications; and

(f) comply with applicable law in its use of the Services.

7. Communications on the Clinic Partner's behalf

EnhancedDx sends appointment-related and onboarding-related communications (email, SMS, telephone, WhatsApp) to Service Users on behalf of, and as the Business Associate of, the Clinic Partner. The parties will cooperate to ensure these communications comply with the Telephone Consumer Protection Act and related rules, applicable HIPAA exceptions, and carrier and messaging-platform requirements. The Clinic Partner acknowledges that the lawful basis for treatment-related and operations-related messaging depends on EnhancedDx acting on behalf of the Clinic Partner as a Covered Entity.

8. Insurance eligibility checks

EnhancedDx may run insurance eligibility checks on behalf of the Clinic Partner using a standard electronic eligibility transaction (an X12 270/271 transaction) through a third-party clearinghouse. An eligibility check returns information reported by the payer and is not a guarantee of coverage, benefits, payment, or cost. The Clinic Partner remains responsible for verifying coverage and benefits and for its own billing and financial determinations.

9. Artificial intelligence

The Concierge Agent and other AI features are non-clinical and are disclosed to Service Users as AI. The Clinic Partner acknowledges that AI is a new and experimental technology, that AI output is probabilistic and may be inaccurate, incomplete, or fabricated, that AI output is not medical advice, and that EnhancedDx does not warrant and is not bound by AI output. EnhancedDx will disclose to Service Users when they are interacting with AI and when they are connected to a human Care Navigator, and will connect a Service User to a human only after telephone-number authentication.

10. Fees and payment

The Clinic Partner will pay the fees set out in the applicable Order Form. Unless stated otherwise, fees are exclusive of taxes, invoiced monthly, and payable within 30 days. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

11. Intellectual property

11.1 EnhancedDx property

EnhancedDx and its licensors own all right, title, and interest in the Services, the platform, the Concierge Agent, the Fast Track service, the Care Navigator offering, and all related software, models, content, names, and branding, and all intellectual property rights in them (including copyrights, database rights, and trade secrets, whether registered or unregistered). EnhancedDx grants the Clinic Partner a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services during the term for the Clinic Partner's internal business purpose of making the Services available to its patients.

11.2 Clinic Partner property

As between the parties, the Clinic Partner owns its PHI, its patient records, and its Clinic Provided Information. The Clinic Partner grants EnhancedDx the rights necessary to use such materials to provide the Services and as permitted by the BAA, and as set out in Section 4.4 for De-identified Data.

11.3 Feedback

If the Clinic Partner provides feedback or suggestions, EnhancedDx may use them for any purpose without restriction or obligation.

11.4 Reservation

All rights not expressly granted are reserved.

12. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and Subcontractors who need it and are bound by confidentiality. This Section does not apply to information that is public, independently developed, or rightfully obtained without restriction, and does not limit the BAA's treatment of PHI, which controls for PHI.

13. Warranties and disclaimers

13.1 Mutual

Each party warrants that it has the authority to enter into these Terms and will comply with laws applicable to its performance.

13.2 Service commitment

EnhancedDx will use commercially reasonable efforts to provide the Services. EnhancedDx makes no service-level or performance commitment except as expressly stated in an Order Form.

13.3 "As is"; no guarantees

THE CLINIC PARTNER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED IN THEIR CURRENT STATE OF DEVELOPMENT. EXCEPT AS EXPRESSLY STATED IN 13.1 AND 13.2, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING ALL AI OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND ENHANCEDDX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. ENHANCEDDX DOES NOT GUARANTEE ANY RESULT, OUTCOME, ACCURACY, UPTIME, OR AVAILABILITY, DOES NOT WARRANT ANY CLINICAL OUTCOME, THE ACCURACY OF AI OUTPUT, OR THE ACCURACY OF CLINIC PROVIDED INFORMATION, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE CLINIC PARTNER'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM, SUBJECT TO SECTION 15.

14. Indemnification

14.1 By the Clinic Partner

The Clinic Partner will defend, indemnify, and hold harmless EnhancedDx and its Affiliates from third-party claims, and related losses, arising out of: (a) the Clinic Partner's clinical acts or omissions and the provision of (or failure to provide) clinical care; (b) the Clinic Partner's own violation of law, including its HIPAA obligations as a Covered Entity; (c) the Clinic Partner's Clinic Provided Information; and (d) the Clinic Partner's instructions, including contact details it provides for Service User communications.

14.2 By EnhancedDx

EnhancedDx will defend, indemnify, and hold harmless the Clinic Partner from third-party claims, and related losses, arising out of: (a) EnhancedDx's breach of the BAA or its data-security obligations under these Terms caused by EnhancedDx; and (b) any claim that the Services, as provided by EnhancedDx and used as permitted, infringe a third party's intellectual property rights.

14.3 Procedure

The indemnified party will give prompt notice, allow the indemnifying party to control the defense (with the indemnified party's reasonable cooperation), and not settle without consent (not to be unreasonably withheld).

15. Limitation of liability

15.1 EnhancedDx liability limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) ENHANCEDDX WILL NOT BE LIABLE TO THE CLINIC PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL; AND

(b) ENHANCEDDX'S TOTAL AGGREGATE LIABILITY TO THE CLINIC PARTNER ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, AND THE BAA WILL NOT EXCEED TEN THOUSAND US DOLLARS (US$10,000) IN THE AGGREGATE.

15.2 No limitation on the Clinic Partner's liability

The limitations in 15.1 apply only to EnhancedDx's liability to the Clinic Partner. Nothing in these Terms limits the Clinic Partner's liability to EnhancedDx, whether in amount or by type of damages. Without limitation, the Clinic Partner's indemnification obligations under Section 14.1, and the Clinic Partner's liability for its clinical acts and omissions, its own legal and HIPAA compliance, and its Clinic Provided Information, are not subject to any cap.

16. Term and termination

16.1 Term

These Terms begin on the effective date and continue for the term stated in the Order Form, renewing as stated there.

16.2 Termination

Either party may terminate for the other party's material breach not cured within 30 days of notice, or immediately if required by law or regulator. EnhancedDx may suspend the Services where necessary for security, legal, or compliance reasons, or where the Clinic Partner fails to pay after notice.

16.3 Effect

On termination, EnhancedDx will cease providing the Services, and the parties will handle PHI in accordance with the BAA (including return or destruction). Provisions that by their nature should survive (including Sections 1, 4, 5.5, 11, 12, 13.3, 14, 15, 17, and 18) survive.

17. Dispute resolution and governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs any agreement to arbitrate. The parties will first attempt to resolve disputes through good-faith escalation between senior representatives for at least 30 days. Any unresolved dispute will be resolved by binding arbitration administered by JAMS under its commercial rules, seated in Delaware.

18. General

Order of precedence. If there is a conflict, the following order governs: (1) the BAA, for PHI matters; (2) the Order Form, for the Services and commercial terms it covers; (3) these Terms; (4) any policy referenced herein.

Subcontracting. EnhancedDx may subcontract the Services, including to the Affiliates, and remains responsible for the performance of its Subcontractors. The Clinic Partner authorizes the use of Affiliates and of personnel located within or outside the United States as described in Section 5.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

Assignment. Neither party may assign these Terms without the other's consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, on notice.

Notices. Notices will be in writing and sent to the contacts in the Order Form or, for EnhancedDx, to , and are effective on receipt.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

No third-party beneficiaries. These Terms create no third-party beneficiary rights, except that the Affiliates may enforce the disclaimers and limitations of liability that benefit them.

Changes. EnhancedDx may update these Terms on notice to the Clinic Partner by email; material changes take effect as stated in the notice or the Order Form.

Severability; waiver; entire agreement. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. A failure to enforce is not a waiver. These Terms, the BAA, and the Order Form are the entire agreement on their subject and supersede prior agreements on that subject.

19. Contact

EnhancedDx, Inc. 8 The Green, Ste R, Dover, Delaware 19901, United States

End of Clinic Partner Terms and Conditions.