Evaluation Terms of Service

Effective Date: December 29, 2020

This Evaluation Terms of Service (these “Terms”) governs your use of DeepHealth’s (“DeepHealth,” “we,” or “our”) cloud-based mammography artificial intelligence (AI) models solely for evaluation purposes (the “Services”). IN ORDER TO ACCESS AND USE THE SERVICES, YOU WILL NEED TO USE THE ACCESS KEY PROVIDED BY DEEPHEALTH. By CLICKING “I AGREE” (OR SIMILAR) OR BY accessing or using THE SERVICES THROUGH YOUR ACCESS KEY, you agree to be bound by the terms and conditions of THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE your access key or otherwise ACCESS OR USE THE SERVICES.

Section 1 – General Use

  • You must be at least 18 years of age to access or use the Services, and by entering into these Terms, you represent that you are at least 18 years of age or older. If you are accessing or using the Services on behalf of another company or other legal entity, you represent that you are authorized to accept and bind that company or legal entity to these Terms.
  • We may make changes to these Terms from time to time at our sole discretion. If we make changes, we will post the amended Terms to our website and update the “Last Updated” date above. Check these Terms periodically for any changes or updates. The amended Terms will be effective immediately, and your continued access to and use of the Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.
  • Any personal information you provide in connection with your access to or use of the Services (such as name and email address) is subject to and governed by our Privacy Policy, which we may update from time to time.
  • DeepHealth is providing the Services under these Terms for evaluation purposes only, and you understand and agree that they are being provided on an “AS IS” basis. The Services may contain errors or inaccuracies that could cause failures, delays, corruption, or loss of data, and you assume sole responsibility in connection with your use of the Services and Evaluation Results (as defined in Section 2(c) below). DeepHealth is not obligated to provide any maintenance, technical, or other support for the Services. We limit the number of cases you can run through the Services (“Evaluation Limit”). If you would like to run more cases or use the Services for non-evaluation purposes (g., clinical or commercial use), you must enter into a signed agreement with DeepHealth.

Section 2 – Use of the Services

  • Your access to the Services will require the use of a unique access key that we provide you via email (“Access Key”) and scripts we make available that allow you to send Your Data (as defined in Section 3 below) to the Services (“Scripts”). Your Access Key is unique to you, and you may not share it with any other party. You must implement adequate security measures to safeguard your Access Key to prevent use and disclosure by unauthorized third parties. You may access the Services only through the Scripts, and you are responsible for the use of the Services by any users and any unauthorized third party that accesses or uses the Services through your Access Key. You will promptly notify DeepHealth in writing of any unauthorized use of the Services that comes to your attention.
  • DeepHealth grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services, solely in accordance with these Terms, for your own internal business purposes. We may make modifications to the Services from time to time and will use commercially reasonable efforts to notify you of any material modifications. We reserve the right to change, update, enhance, revise, or discontinue offering the Services at any time. DeepHealth will not be liable to you nor to any third party for losses, damages, costs, or expenses resulting from any changes or modification to or discontinuation of the Services.
  • In using the Services, DeepHealth will provide you with certain results based on Your Data (“Evaluation Results”). You may not use the Services or Evaluation Results for any clinical, diagnostic, treatment, or commercial purposes. You will comply with all laws and regulations that apply to you in connection with your use of the Services and Evaluation Results. You will not: (i) introduce into the Services any viruses, worms, Trojan horses, backdoors, or other malicious code through Your Data or otherwise; (ii) access the Services in order to build a similar or competitive product; (iii) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services; or (iv) attempt to derive the source code or object code for the Services, or any component thereof, including by reverse engineering, decompiling, disassembling, or similar means.

Section 3 – Your Data

You acknowledge and agree that you (and not DeepHealth) have control of all data, images, files, and other content you send, transmit, or upload into the Services (“Your Data”). You will ensure that none of Your Data contains any protected health information or any other personally identifiable information (collectively, “PII”). While our Scripts are designed to send only image data to the Services, you are solely responsible and liable for any PII that is sent or transmitted to the Services. You represent and warrant to DeepHealth that none of Your Data includes any PII and that you have all rights, licenses, permissions, and consents necessary to lawfully send Your Data for processing through the Services.

Section 4 – Ownership of the Services

As between you and DeepHealth, DeepHealth solely owns the Services and Scripts and all DeepHealth trademarks, service marks, logos, or other source identifiers of DeepHealth, including all intellectual property rights therein and all associated goodwill. DeepHealth may generate, use, transfer, and/or disclose to third parties Analytics Data to perform data analytics; to monitor and improve the Services; to develop new products, services, and/or features; and for any other lawful purpose. DeepHealth owns and retains all rights to Analytics Data. Except for the limited rights granted to you under these Terms, we do not, by any reason, transfer or grant any right, title, or interest in or to our intellectual property or Analytics Data, whether by implication, estoppel, waiver, or otherwise. “Analytics Data” means information gathered, prepared, computed, originated, or stored by DeepHealth resulting from the use or provision of the Services. Analytics Data may include information derived from or based on Your Data that is used only in aggregated or anonymized form in a manner that does not identify you.

Section 5 – Term and Termination 

These Terms will begin on the date of your acceptance and will continue until the earlier of (a) the time you reach your Evaluation Limit and (b) when we terminate these Terms upon notice to you, which we may do at any time for any reason and which will have immediate effect unless stated otherwise in the notice. Upon any expiration or termination of these Terms, your right to access and use the Services and Scripts will immediately cease.

Section 6 – Feedback

In consideration for your rights to use the Services, you agree that upon request, you will provide us with feedback. If you provide DeepHealth with any suggestions, recommendations, requests for features, feedback, or other ideas, you agree that we will have the unrestricted right to use any of the foregoing for any purpose at any time as we deem appropriate without compensation or notice to you.

Section 7 – WARRANTY DISCLAIMER

THE SERVICES, SCRIPTS, AND ANY EVALUATION RESULTS ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEEPHEALTH HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ALL OF THE FOREGOING, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DEEPHEALTH DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR THAT ALL PROCESSES WILL BE COMPLETED OR TRANSMITTED SUCCESSFULLY, THAT THE SERVICES, SCRIPTS, OR EVALUATION RESULTS WILL BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. DEEPHEALTH MAKES NO WARRANTY CONCERNING TIMELINESS, PERFORMANCE, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS OF ANY DATA, ANY RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES, SCRIPTS, OR EVALUATION DATA WILL MEET YOUR REQUIREMENTS.

Section 8 – Indemnification

You will indemnify, defend, and hold harmless DeepHealth and its officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) based upon any third-party claim (a) arising from your breach of any of these Terms; (b) resulting from your violation of law or illegal conduct, fraud, negligence, or willful misconduct; or (c) arising from your access or use of the Services or Evaluation Results.

Section 9 – LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEEPHEALTH AND ITS AFFILIATES WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING ANY LIABILITY OR DAMAGES RELATED TO YOUR USE OF THE SERVICES, SCRIPTS, OR EVALUATION RESULTS, AND ALL USE OF THE FOREGOING IS AT YOUR SOLE RISK. YOU AGREE THAT THIS LIMITATION IS A REASONABLE AND AN ESSENTIAL PART OF THE BARGAIN IN EXCHANGE FOR OBTAINING THE RIGHTS GRANTED IN THESE TERMS WITHOUT A REQUIREMENT THAT YOU PAY FOR USE OF THE SERVICES OR THE EVALUATION RESULTS. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL DEEPHEALTH OR ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, AND/OR LOST DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, OR THE USE OF, INABILITY TO USE, OR THE INACCURACY OF THE EVALUATION RESULTS, EVEN IF DEEPHEALTH OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF ANY OF THE FOREGOING LIMITATIONS DO NOT APPLY FOR ANY REASON, THEN DEEPHEALTH’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO U.S. TWENTY DOLLARS (US $20.00).

Section 10 – General Terms 

The parties are independent contractors, and neither party is granted the right or authority to assume or create any obligation on behalf of or bind the other party. You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without DeepHealth’s prior written consent. Any attempted assignment without such consent will be null and void. These Terms will be construed in accordance with the laws of the State of California, without giving effect to its conflicts of law principles. All disputes relating to these Terms will be resolved exclusively in the state or federal courts of Los Angeles, California. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. If any provision of these Terms is determined to be invalid or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of these Terms will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law. A waiver by DeepHealth of its rights under these Terms will not be binding unless contained in a writing signed by DeepHealth. The non-enforcement or waiver of any provision on one occasion will not constitute a waiver of such provision or any other provision on any other occasions. These Terms constitute the entire understanding between you and DeepHealth with respect to their subject matter and supersede all prior written and oral communications.