1. Introduction

By using the Services, visiting the website https://www.sophiahealth.ai/ (the “Website”), and/or using the web application, iOS application, Android application, browser extension, or any other service provided by SophiaHealth.ai Inc. (“Company,” “we,” “our,” or “us”), you acknowledge that you have read, understood, and agree to be legally bound by these terms and conditions ("Terms of Service") and the terms and conditions of our privacy policy (the “Privacy Policy”), which are hereby incorporated into these Terms of Service and made a part hereof by reference (collectively, the “Agreement”). These Terms of Service apply to all users of our AI-based system. Please read these Terms of Service carefully. If you do not agree to any of the terms in the agreement, you may not access or use the Website or our Services.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Website, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Website. By continuing to access or use the Website after we have posted a modification on the Website, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Website.

The term “Services” includes all the software, applications, widgets, tools, and functionality made available through the Services, including our platform, any help desk system, connectivity APIs, and related support services and third-party services. Any new features which augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term “Services.”

2. Privacy

Your privacy is extremely important to us. Our use of any data submitted or made available by you to SophiaHealth.ai Inc., is governed by our Privacy Policy, which is incorporated into these Terms of Service by reference.

3. User Account

To access and use our Services, you will be required to create a user account. You are responsible for maintaining the confidentiality of your account and password and are responsible for all activities that occur under your account. Your email will remain in our database and the password you create will be encrypted. If you use Google, Apple, and/or Microsoft for authentication services, we leverage the tokens associated with your credentials. We shall have no liability for any loss or damage arising from your failure to comply with these requirements.

4. Data and Services

You acknowledge that the functionalities of our Services involve the use of artificial intelligence and machine learning, and while we seek to ensure accuracy, due to the probabilistic and rapidly evolving nature of such functions, our Services may in certain circumstances be inaccurate, incomplete, or inappropriate. While we continue to work on improving the accuracy, reliability, and safety of our Services, it is your responsibility to evaluate the accuracy of any content generated by our Services as appropriate, including by undertaking a manual review of content generated by our Services, to ensure that it appropriately reflects the information you have inputted, before such content generated by our Services is further used or relied upon.

We will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that the Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services.

You understand that the Services are not intended as a backup service or to provide any other cloud services, and you agree that you shall be solely responsible to download and back up any records or information you may require in the future once the records or information are provided to you for the first time.

5. Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms of Service, and any other agreement between you and SophiaHealth.ai Inc. Unauthorized use of our Services may give rise to a claim for damages and/or be a criminal offense.

You shall not, and shall not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) remove any proprietary notices from the Services or any other materials furnished or made available hereunder; (v) publish or disclose to third parties any evaluation of the Services; (vi) use the Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data; (vii) use the Services to build or provide a competitive product or service, or copy any features, functions, or graphics of the Services; or (viii) make the Services available to anyone other than yourself.

You further understand and agree that the Company is not responsible or liable for any advice, course of treatment, diagnosis, or any other information or service you provide to any patient or other individual; or for the accuracy, completeness, or suitability of any data, information, or summary provided by the Services. You understand and agree not to rely on the Services or any output of the Services for making mental health or other healthcare-related decisions.

6. Limitation of Liability

Our Services and all information are provided on an "as-is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. In no event will we be liable for any loss or damage, whether direct, indirect, consequential, or otherwise, arising from your use of our Services, or reliance on any information provided by our Services.

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID TO IT UNDER THIS AGREEMENT FOR THE SERVICES FOR THE PERIOD OF SIX (6) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. FURTHER, NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE COMPANY’S INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT OR ANY ORDER FORM EXCEED $50,000.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Intellectual Property

Ownership of Intellectual Property:

All rights, including copyrights, patents, trademarks, and trade secrets in the Services and SophiaHealth.ai (the "Application"), including but not limited to its software, documentation, user interface, design, text, graphics, sounds, and any other material related to the Application, are owned by SophiaHealth.ai Inc., or its licensors. The use of the Application does not grant the User any intellectual property rights or any other rights in or related to the Application, other than the rights to use the Application in accordance with these Terms of Service. You shall preserve intact all applicable SophiaHealth.ai Inc., copyright, patent and/or trademark notices presented in connection with the Application and/or Services. The Company reserves all intellectual property rights that are not expressly granted to you under this Agreement, and you will not assert any implied rights in or to any of the Company’s intellectual property rights. The Company shall own all intellectual property rights in and to any improvements, upgrades, modifications or enhancements to the Services and Application. If you have been involved in the development process by contributing in any manner, including but not limited to, input, ideas or feedback on the same, any right that you may have due to such involvement is hereby irrevocably transferred to SophiaHealth.ai Inc.

Protection of AI-generated Content:

The AI-assisted documentation generated through the Application ("AI Documentation") is proprietary to you or your organization. Users are granted a limited, non-exclusive, revocable license to use the AI Documentation solely for the purpose of facilitating health services. Any other use, reproduction, redistribution, or derivative works made from the AI Documentation, without the express written consent is strictly prohibited.

User Content:

Users retain all intellectual property rights in and to the original content they provide or input into the Application (“User Content”). However, by using the Application, Users grant the Company a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to: (a) access and use your account in order to process, modify, reproduce, create derivative works of, display and disclose the User Content as reasonably necessary in order to provide the Services, and (b) access and use any third party technology subscription services to which you subscribe as necessary to provide the Services hereunder. You represent and warrant that you own all User Content or have permission from the rightful owner to use each of the elements of the User Content, including in connection with the Services, and to otherwise grant to the Company the rights and licenses granted herein. We shall not sell, assign or provide any User Content to any third party without your prior written consent. Notwithstanding anything to the contrary contained herein, to facilitate innovation and to further develop the Services, SophiaHealth.ai Inc. reserves the right to compile, collect, copy, modify, publish and use the data generated from your use of the Services along with AI Documentation and any User Content made available to SophiaHealth.ai Inc. hereunder, in de-identified, anonymous and aggregate form for analytical and other business purposes (collectively, the “De-Identified Data”). De-Identified Data is not User Content. SophiaHealth.ai Inc. shall own all right, title and interest in and to the De-Identified Data and may use and share it for any purposes permitted under applicable law.

Feedback:

If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Feedback”), such Feedback may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Feedback, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Feedback without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.

Infringement:

If any content in the Application or the use of the Application infringes the intellectual property rights of a third party, Users shall promptly notify the Company. The Company reserves the right, at its sole discretion, to modify or remove any content that is alleged to infringe upon third-party intellectual property rights.