Enterprise Terms of Service & SLA Agreement

This Master Services Agreement governs the use of ClinicalRIS software, Web PACS, AI CAD diagnostic modules, and teleradiology APIs operated by Claridad Health Solutions.

Last Revision: January 15, 2026 | Effective Date: January 15, 2026

Enterprise Service Level Summary

100% Data Ownership: Customer retains complete legal ownership of all DICOM files & reports.
99.99% Uptime SLA: Financially backed service credits for planned & unplanned downtime.
Clinical Judgment Clause: Radiologist remains sole legal authority for final diagnostic reporting.
Zero Lock-in Export: Guaranteed bulk raw DICOM export upon contract termination.

1. Acceptance of Master Terms

This Master Services Agreement ("Agreement") is executed between Claridad Health Solutions ("Claridad", "Company") and the healthcare institution, radiology group, imaging center, or individual professional ("Customer") accessing ClinicalRIS services ("Service").

By creating an institution account, signing an Enterprise Service Order, or accessing ClinicalRIS APIs, Customer agrees to be bound by these terms. If acting on behalf of a hospital system or imaging network, the individual executing this agreement warrants full legal authority to bind said entity.

2. Description of Enterprise Services

ClinicalRIS is a cloud-native medical imaging platform providing:

Radiology Information System (RIS): Order scheduling, patient demographics, technician worklists, billing integration, and automated patient notifications.
Web PACS & Zero-Footprint Viewers: WADO-RS DICOM image streaming, zero-install WebGL 3D MPR rendering (VolView engine), and multi-monitor OHIF diagnostic viewports.
Diagnostic Reporting Suite: Integrated Web Speech dictation, dynamic structured reporting templates, critical finding SMS/email alerts, and digital signature verification.
Interoperability APIs: HL7 v2 inbound/outbound message routing, FHIR R4 clinical data access, and RESTful DICOM web webhooks.
AI Diagnostic CAD Integration: Automated CAD triage pipelines for nodule identification, quantitative measurements, and chest radiography screening.

3. Data Ownership & Zero Vendor Lock-in

Claridad adheres to a strict zero vendor lock-in guarantee:

Customer Data Ownership: Customer retains exclusive intellectual property rights, legal title, and ownership of all uploaded DICOM files, patient records, diagnostic reports, and operational metadata. Claridad acquires no ownership rights.
Data Export Guarantee: At any time during the active subscription term or within 30 days following termination, Customer may initiate automated bulk exports of raw DICOM studies and JSON/PDF diagnostic reports.
Post-Termination Purge: Following the 30-day post-termination export window, Claridad securely wipes all Customer DICOM instances and database backups in accordance with DoD 5220.22-M / NIST SP 800-88 sanitization standards.

4. Clinical & Diagnostic Disclaimer

IMPORTANT MEDICAL RESPONSIBILITY NOTICE

ClinicalRIS, its Web PACS viewports, and AI CAD modules are intended as software decision-support tools. They do NOT provide autonomous medical diagnoses. Final clinical interpretation and diagnostic reports MUST be issued by a licensed, board-certified radiologist or qualified medical practitioner.

Customer agrees that Claridad does not practice medicine or make clinical decisions. Radiologists using ClinicalRIS dictation, 3D measurements, or AI overlays remain solely responsible for verifying image quality, diagnostic accuracy, and patient care recommendations.

5. Enterprise Service Level Agreement (SLA) & Uptime

Claridad guarantees a 99.99% Monthly Uptime SLA for core DICOM retrieval and reporting services:

Monthly Uptime Percentage	SLA Service Credit
99.0% – 99.98%	10% Credit of Monthly Subscription Fee
95.0% – 98.99%	25% Credit of Monthly Subscription Fee
< 95.0%	50% Credit of Monthly Subscription Fee

*Monthly uptime excludes scheduled maintenance windows communicated at least 48 hours in advance during off-peak hours (Sundays 01:00 UTC – 04:00 UTC).

6. Subscriptions, Fees & Payment Terms

Customer agrees to subscription plans based on user seats, connected imaging centers, or DICOM study volume quotas specified in their Service Order:

Payment Terms: Invoices are payable net-30 days from date of invoice. Overdue balances accrue interest at 1.5% per month or maximum allowable legal rate.
Auto-Renewal: Subscriptions automatically renew for successive 12-month periods unless either party provides written non-renewal notice at least 30 days prior to term expiration.

7. Limitation of Liability & Indemnification

To the maximum extent permitted by law, Claridad Health Solutions and Customer agree to mutual indemnification against third-party IP infringement claims. Neither party shall be liable for indirect, punitive, or consequential damages. Claridad's aggregate liability shall not exceed the total subscription fees paid by Customer in the 12 months preceding the claim.

8. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Delaware, USA (or the applicable local jurisdiction specified in Enterprise Service Contracts), without regard to conflict of law principles. Any legal disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA).