PATHAI, INC.
 
PATHAI TERMS OF SERVICE
 
PathAI develops AI-powered technology designed to transform drug development and diagnosis (“PathAI Technology”) and provides certain users with remote access to applications (each, an “Application”) of this PathAI platform (“Platform”) which enable users to apply portions of the PathAI Technology and/or view the results of application of portions of the PathAI Technology to such users, as made available by PathAI through https://www.pathai.com and its subdomains (“Website”).
 
The following terms and conditions (“Terms”) apply to the Technology, Applications, Platform, Website and all services made available through the Application (collectively, including the Technology, Application, Platform, and Website, “Service” or “Services”). These Terms of Service are a legal agreement between you as a representative of the Customer and as an authorized user on behalf of such Customer (“You”, “Your”, “User”, “Platform User”, “Individual”) and PathAI, Inc. (“PathAI”, “we”, “us”, “our”), establishing Terms under which You shall access and use the Services solely for certain Authorized Purposes (as defined below). The date You first agree to these Terms of Service is referred to herein as the “Effective Date.” Your use of the Services is also subject to our Privacy Policy available on our Website at https://www.pathai.com/policies-and-notices/ as such Privacy Policy may be updated from time to time. You acknowledge and agree that features and functionality of the Services are expected to change frequently.
 
PathAI makes available the Applications only to authorized users of specified customers (each a “Customer”) which has entered into a written service agreement in which PathAI agrees to provide such Customer and their authorized users with access to such Application (each, a “Customer Agreement”) or which PathAI expressly authorizes through the Website in connection with these Terms of Service. In the event of a conflict between these Terms of Service and any applicable Customer Agreement, the Customer Agreement shall take precedence.
 
BEFORE YOU CLICK ON THE “I AGREE” BUTTON OR OTHERWISE ACCESS THE WEBSITE, APPLICATION OR USE THE SERVICES, CAREFULLY READ THESE TERMS OF SERVICE. BY CLICKING ON THE “I AGREE” BUTTON, ACCESSING THE APPLICATION OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE TERMS OF SERVICE, THEN DO NOT CLICK “I AGREE”, DO NOT ACCESS OR USE OUR WEBSITE, APPLICATIONS OR SERVICES.
OUR PLATFORM AND OTHER SERVICES
Access and Use. Subject to the terms and conditions of these Terms of Service, PathAI hereby grants to You, for the period set forth in the applicable Customer Agreement (the “Subscription Term”), a limited, non-exclusive, non-transferable right to access and use the Services, solely for the purposes set forth in the applicable Customer Agreement or, if there is not an applicable Customer Agreement, solely for your business purposes authorized by PathAI from time to time in its discretion (as applicable, the “Authorized Purposes”).
Authorized Users. Each Customer may establish certain authorized users pursuant to the applicable Customer Agreement or as enabled by the applicable Application from time to time (each, an “Authorized User”). Subject to the applicable Customer Agreement, Authorized Users of a Customer may include employees, contractors, collaborators, physicians, clinical providers, patients, laboratory technicians and other individuals or entities associated with such Customer. You must be an Authorized User of a Customer in order to access or use the applicable Application or any Services hereunder. If You are not an Authorized User of a Customer with respect to an Application or other Services, You must not access or use such Application or Services.
Restrictions. You shall not, directly or indirectly, and You shall not permit any third party to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on any element of the Services or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services, including the Application or any other portion of the Platform; (iv) use the Services for any purpose other than the Authorized Purposes; (v) interfere with or disrupt the integrity or performance of the Services; (vi) use the Application, Platform or any other Services or Output thereof to train any algorithms; or (vii) attempt to gain unauthorized access to the Services.
Health Care Providers and their Patients. To the extent You are a physician or other health care provider, certain of our Applications may enable You to (a) refer certain of Your patients (“Your Patients”) to the Services and/or (b) to access and use the Services on behalf of Your Patients (whether or not introduced by You) who authorize You to access their information through the Services, to the extent within the Authorized Purpose under the applicable Customer Agreement.
PATHAI DOES NOT PROVIDE MEDICAL ADVICE. The information, whether text, data, charts, and other materials available through our Services or otherwise resulting from Your use of the Services (“Output”) are for Customer’s purposes expressly authorized in the Customer Agreement, if any, and Your informational purposes only. PathAI does not provide, and the Platform, Website and other Services under these Terms of Service do not include or provide, professional medical advice, diagnosis, or treatment of any medical or other conditions. Any pathology services provided by PathAI are subject to the Customer Agreement or other separate written agreement and are not Services under this Agreement.
YOUR SUBMISSION AND USE OF CONTENT THROUGH THE PLATFORM
Your Content. To the extent enabled by the Application, You may upload to certain Applications information about patients or other individuals (“Subjects”) from time to time, which may include genomics data, health records and other sensitive information regarding those Subjects (“Subject Data”) and well as certain information of Customer (“Customer Content”, together with Subject Data, “Your Content”).
Representations and Covenants Regarding Your Content. You are responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of all Your Content that You submit to the Platform or otherwise provide to PathAI in connection with the Services. By providing any of Your Content, You represent, warrant and covenant that You have the right to provide Your Content for the purposes set forth in these Terms of Service and the applicable Customer Agreement. You are solely responsible for Your Content that you submit, use, display or share in connection with the Services. You must not submit, upload, post, display or share any of Your Content that you do not have the right to copy, use or share for the purposes set forth in these Terms of Service. Your Content is subject to the license rights set forth in these Terms of Service.
YOUR USE OF THE APPLICATION AND WEBSITE
Login Credentials. PathAI will enable You, or the applicable Customer on Your behalf, to establish a username and password for access and use of the Application and certain other Services during the Subscription Term, to the extent contemplated by the applicable Customer Agreement or otherwise agreed through the Application or Website from time to time. You are responsible for maintaining the confidentiality and security of all such login credentials. You are solely responsible for any and all access and use of the Application, and any other Services, that occurs under Your login credentials. You agree to immediately notify PathAI of any unauthorized use of, or access to, Your login credentials.
Security. You shall not circumvent or otherwise interfere with any user authentication or security of our Services. PathAI will deploy commercially reasonable security precautions intended to protect against unauthorized access to any Your Content and the Subject Data on the Platform or otherwise stored by PathAI in connection with Your use of our Services. PathAI will exercise reasonable efforts to deploy corrections within the Platform for security breaches made known to PathAI. You acknowledge that, notwithstanding the security precautions deployed by PathAI, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Platform, Website, Your Content or Subject Data. PathAI cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.
Standards When Using Personal Electronic Devices. PathAI may, from time-to-time, require Platform Users who are under a Customer Agreement or otherwise perform professional services to PathAI, its affiliates, its contractors, or its subcontractors (“Professional Services”), and who access the Platform through personal electronic devices, including, but not limited to, personal laptop or desktop computers, mobile phones, tablets or other handheld devices, or any other electronic device not issued by PathAI (“Personal Electronic Devices”), to undergo automated device health checks to ensure a secure operating environment is in place prior to allowing access to the Platform. These security checks may require the installation of a device health agent on the Personal Electronic Device which will occur as part of single sign-on (“SSO”) onboarding prior to the performance of Professional Services. PathAI may determine, in its sole discretion, that a Personal Electronic Device meets, or fails to meet, the requirements necessary for use of the Platform in order to perform Professional Services. Such requirements may include:
 
Device Health Agent Requirements:  Installed, as necessary, during SSO onboarding.
 
Multi-Factor Authentication (“MFA”) Application Requirements
Installed MFA on accepted mobile phone (Android or iOS);
Mobile phone OS is not end-of-life;
Mobile phone OS is not tampered with or jailbroken;
Mobile phone has the screen lock set.
 
Laptop/Desktop device requirements
Industry standard endpoint security agent installed and running (including Bitdefender Endpoint Security, Cisco Secure Endpoint, Crowdstrike Falcon Sensor, Cylance Protect, McAfee Endpoint Security, SentinelOne, Sophos AV, Symantec Endpoint protection, Trend Micro Apex One, Carbon Black Cloud, Windows Defender, or any other security agent as approved by PathAI);
Hard-disk encryption is turned on;
Firewall is turned on;
Chrome desktop browser is used and updated to the most recent PathAI approved version within 14 days;
Accepted Operating System (Windows or MacOS) is used and updated to the most recent PathAI approved version within 14 days;
Operating System has a login password set.
PathAI has the right to suspend or terminate rights-of-use to any Platform user at any time, in our sole discretion, for failure to comply with the aforementioned security standards or failure to cooperate with PathAI to install or otherwise facilitate the use of any security software, software features, or devices in order to company with the aforementioned security standards.
FEES
Fees and related payment terms shall be as set forth in the applicable Customer Agreement. To the extent there is no Customer Agreement in effect, You shall pay the fees, if any, set forth on the Website in connection with Your agreement to these Terms of Service on the schedule set forth on such Website. Certain users are not subject to fees for use of the Application to the extent within the scope of Authorized Users of a Customer under a Customer Agreement. To the extent there is no Customer Agreement governing Your access to the Application and other Services, from time to time, PathAI may condition access to certain functionality in the Application and other Services to mutual agreement to fees and additional terms.
DISCLAIMERS
Warranty. THE APPLICATION, WEBSITE AND OTHER SERVICES ARE PROVIDED TO YOU ON AN AS-IS BASIS. YOUR USE OF THE APPLICATION, WEBSITE AND OTHER SERVICES IS AT ITS OWN RISK. PATHAI DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PATHAI DISCLAIMS ALL LIABILITY FOR THE LOSS OF DATA ENTERED INTO OR SAVED IN THE PLATFORM OR WEBSITE.
Your Representations, Warrants and Covenants. You represent, warrant and covenant that You shall utilize the Application and all Services hereunder in strict conformance with all applicable laws, regulations and professional licensure requirements applicable to You or the applicable Customer.
Third Party Product Descriptions and Links.
1.     Third Party Products. We do not currently sell third-party products or Services through our Website or Platform, but may do so in the future. We may, however, provide certain information or descriptions about products (collectively “Product Descriptions”) that we prepare or that we obtain from independent third parties. We do not warrant that Product Descriptions or any prices that are referenced are accurate, complete, reliable, current or error-free. You agree that PathAI is not liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Product Descriptions or other PathAI Content, or for any decision made or action taken by you relying upon the Product Descriptions or other PathAI Content.
2.     Links to Third Party Sites. External links on our Services may lead to other websites, including advertised products sold by outside vendors and companies. We are not liable for the content, goods, services, advertising, or other materials found on these external websites. Although we may display ads and have an affiliate referral relationship with third parties, we do not own or control outside companies selling products accessed through our Services, and are not responsible or liable for their company policies or the quality of their merchandise or services. Before buying anything, users are advised to carefully investigate the individual company policies of all online purchases that they intend to make. From time to time, PathAI may be a participant in certain affiliate advertising programs designed to provide a means for websites to earn advertising fees by advertising and linking to certain third parties. Any logo of a third party used on the Platform, Website or other portion of our Services is a trademark of such third party or its affiliates.
3.     No Third Party Endorsements. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by PathAI of that third party or of any product or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website. PathAI does not warrant the performance of any Customer, Authorized User or other third party.
PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY
Ownership. We acknowledge that, as between You and PathAI, and except as set forth in the Customer Agreement, You are the sole and exclusive owner of Your Content. You acknowledge that the Platform, Website and other content available through our Services (other than Your Content and Subject Data), and all technology and intellectual property rights therein, are the sole and exclusive property of PathAI and its licensors. The service marks and trademarks of PathAI, including without limitation “PathAI” and the PathAI logo, are service marks owned by PathAI, Inc. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
License to Your Content. You grant to PathAI a royalty-free, nonexclusive, irrevocable, limited right and license to use the Your Content and Subject Data that You submit to the Services (a) in order to provide the Services; (b) to analyze and improve the Platform, Website and any other portion of the Services; and/or (c) to compile, use and disclose aggregate or de-identified data, statistics, measurements or other metrics derived from Your Content (including in combination with the aggregate or de-identified customer data of other PathAI customers and clinicians) for its own purposes. Aggregate or de-identified data means data that does not identify You, Your Patient or any other individual.
Disclosure of Your Content. PathAI shall not disclose Your Content to third parties, except (a) to the applicable Customer, (b) as You may authorize through the Application or Website, (c) as required by applicable law or valid order of a court or other governmental authority or (d) as otherwise permitted under these Terms of Service or under the Privacy Policy.
Limited Feedback License. You hereby grant to PathAI, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Applications, Platform, Website or other Services, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Services or any other products or services. Feedback is provided by You “as is” without warranty of any kind by You.
INDEMNIFICATION
By using our Services, you agree to indemnify, hold harmless and defend PathAI and its officers, directors, employees and suppliers from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services and/or Your Content or Your acts or omissions in connection with any other user of our Services or other third party.
LIMITATION OF LIABILITY
No Consequential Damages. PATHAI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, REGARDLESS OF WHETHER PATHAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE APPLICATION, WEBSITE OR OTHER SERVICES, OR RESULTS THEREOF. PATHAI WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
Limits on Liability. PATHAI SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN TO PATHAI UNDER THESE TERMS OF SERVICE OR THE APPLICABLE CUSTOMER AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS, IN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) BY PATHAI TO YOU OR OTHERWISE PAID BY PATHAI UNDER THE CUSTOMER AGREEMENT IN SATISFACTION OF ANY LIABILITY FOR DAMAGES UNDER THESE TERMS OF SERVICE OR THE CUSTOMER AGREEMENT.
Essential Purpose. You acknowledge that the terms in this Section 8 are an essential basis of the bargain described in these Terms of Service and that, were PathAI to assume any further liability, the fees payable hereunder would out of necessity, be set much higher. THE LIMITATIONS IN THIS SECTION 8 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
TERM AND TERMINATION
Term. The term of these Terms of Service shall commence on the Effective Date and continue until the expiration or termination of all Subscription Term(s) for Services, unless earlier terminated as provided in these Terms of Service.
Termination. PathAI reserves the right to terminate these Terms of Service for no reason in its sole discretion at any time; provided that, in the event such termination of fee-bearing Services without cause, PathAI will provide a pro-rata refund to You of any pre-paid fees for the then-current Subscription Term. Further, either party may terminate these Terms of Service (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms of Service and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting party or such other period as the parties may agree.
Effects of Termination. Upon expiration or termination of these Terms of Service, Your use of and access to the Platform and other Services, and Your right to access and use the Website, shall cease and PathAI shall have no obligation to maintain or provide any of Your Content or the Subject Data You submitted and may in our discretion, unless legally prohibited, delete all Your Content and such Subject Data in our systems or otherwise in our possession or under its control.
MISCELLANEOUS
Compliance with Laws . You represent and warrant that in the performance of these Terms of Service, You will comply, and will cause Your employees, directors, officers, suppliers and independent contractors to comply with all applicable laws and regulations related to your activities under these Terms of Service and will not cause PathAI to be in violation of any applicable laws or regulations. You will respond to our requests for information, to the extent reasonable and related to our efforts to ensure compliance with applicable laws and regulations. You will use your best efforts to promptly advise PathAI in writing of any statute, regulation or other law in the territory You use the Website, Platform or Services that is not the United States, if applicable, that is or comes into effect during the term of these Terms of Service and that affects the importation, exportation, sale promotion, provision or protection of the Website, Platform or Services or which otherwise has a material effect on the parties’ rights or obligations under these Terms of Service. If any approval or registration of these Terms of Service or the Customer Agreement (“Required Registrations”) is required in order to give the agreements legal effect within the territory You use the Website, Platform or Services, or with respect to exchange regulations or requirements so as to assure the right of remittance abroad of sums due to us, You agree, at Your sole expense, to take whatever steps may be necessary to secure such Required Registrations prior to commencing within any jurisdiction in the territory any activities which are subject to such approval or registration.
Export Compliance. You represent and warrant that You: (i) will comply with all export laws, restrictions, national security controls, and regulations of the United States or other applicable authority in the territory You use the Website, Platform and Services; (ii) will not export or re-export or allow the export or re-export of the Website, Platform or Services, or Your Content or Subject Data through use of the Website, Platform or Services, in violation of any such export laws, restrictions, controls or regulations. Without limiting the generality of the foregoing, each party agrees that it does not intend to nor will it, directly or indirectly, engage in any export or re-export of the Website, Platform or Services to (a) any territory that is subject to a U.S. economic embargo, or to any national of any such territory, wherever located, (b) to any entity or individual who such party knows or has reason to know is engaging in the design, development or production of nuclear, chemical or biological weapons, or missile technology, or (c) to any entity or individual who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. Government. We reserve the right to refuse sales of Platform and Services, terminate or limit functionality or the provision of the Website, Platform and Services, or take other actions in order to comply with any such laws or regulations.
Entire Agreement. These Terms of Service, together with the applicable Customer Agreement and any supplemental terms expressly agreed by the parties through the Platform or Website concurrently herewith or subsequent hereto, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.
Changes to these Terms of Service; Waiver. These Terms of Service may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by You; provided that these Terms of Service as applicable to users of our Website may be unilaterally amended by PathAI by posting of such update Terms of Service on the Website and shall be effective from and after such posting. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
Severability. If any provision of these Terms of Service is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
Governing Law. These Terms of Service and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Service. For any disputes arising out of these Terms of Service, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Commonwealth of Massachusetts.
Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms of Service due to fire, explosion, earthquake, epidemic, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of these Terms of Service); or any other event beyond the reasonable control of the party whose performance is to be excused.
Assignment. You shall not assign its rights or obligations under these Terms of Service, whether voluntarily or by operation of law or otherwise, without PathAI’s prior written consent. PathAI may assign its rights or obligations under these Terms of Service without Your prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, these Terms of Service will bind and benefit the parties and their successors and permitted assigns.
Relationship of the Parties. PathAI is an independent contractor to You. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
Please contact us at aisight.support@pathai.com if You have any questions about our Platform, Website or other Services.
Copyright © 2023 PathAI, Inc.
Terms of Service last updated on June 28, 2023