Definitions

• Content
  All material published, displayed or accessed through VITR.AI's API (including predictions), as well as material created and developed by our team, including, but not limited to, source code, data, text, graphics, images, applications, interfaces or software that we provide or make available to you, to entities, persons and companies directly or indirectly related to you, as well as to users and third parties.

• Confidential Information
  All information related to these Terms of Use, including methods, know-how, source code, business plan, and data that has been obtained, listed, or generated through the use of and access to VITR.AI's API, is also considered confidential information.

• Platform (their platform)
  Any website, platform, application or software developed by you, as an individual, or by each of the entities, persons and companies directly or indirectly related to you, on which you use or access VITR.AI's API.

• VITR.AI
  Refers to both the VITR.AI algorithms and API, and members of our team who may perform its obligations through its affiliates, directors, subsidiaries, subcontractors, licensors, officers, agents and/or employees, as well as the technologies it has developed.

• You
  Refers to you, as an individual, and each of the entities, persons and companies directly or indirectly related to you, for which you access or use VITR.AI's API.

• Us
  Refers to the VITR.AI team.

Acceptance of Terms of Use

By accessing or using VITR.AI Content, you agree to be bound by these Terms of Use without modification, and you are entering into a contract with VITR.AI.

If you are accessing VITR.AI Content on behalf of a company, agent, person or other entity, you represent that you have the authority to bind that entity and its affiliated companies and/or persons to these Terms of Use, and that they are fully bound by these Terms of Use.

If you are not authorized, do not have the authority, or do not agree to these Terms of Use, you may not access or use the VITR.AI Content.

License to VITR.AI

A. Licence

Subject to these Terms of Use, we grant you the personal, non-exclusive, non-transferable, non-assignable, revocable and limited right to access and use VITR.AI to support and enhance your software.

Specifically, VITR.AI is to be used by healthcare platforms serving the population of Canada only.

You may not use VITR.AI for any purpose other than as agreed to in these Terms of Use without our prior written consent. These license rights are further limited by the obligations and restrictions set forth elsewhere in the Master Agreement and its appendices, and all rights not expressly granted to you herein remain our sole property.

B. Identification of VITR.AI

A platform using VITR.AI or its content may be required to display VITR.AI's identification in the process of connecting patients, along with the phrase "powered by". We have the right to request the modification or removal of the link identifying VITR.AI, and you agree to do so in a timely manner.

C. Branding

As part of your access to VITR.AI and use of its content, you must use your own name, whether it identifies your company, organization, application, website or otherwise, and your own logos.

VITR.AI may only be identified, subject to the express acceptance of its administrators, as an application programming interface or prediction algorithm.

D. Restrictions on Use and Privacy

You may not sell, rent, sublicense or otherwise redistribute to any third party or to any person, entity or corporation directly or indirectly related to you, any content on VITR.AI.

In addition and without limiting the foregoing, you are not permitted to:

1. Access or use VITR.AI in violation of any law, regulation, or the rights of any person, including, but not limited to, intellectual property rights and privacy rights, or any rights that would otherwise be detrimental to VITR.AI, its suppliers, related persons or companies;

2. Access or use VITR.AI in a manner that compromises the security and tests the vulnerability of its technologies, including its databases, servers, interfaces and algorithms;

3. Access or use VITR.AI to replicate or compete with its services;

4. Access or use VITR.AI to reverse engineer, find, copy, use or build upon source code, trade secrets or know-how;

5. Collect any data obtained generated by VITR.AI for the purpose of developing or causing to be developed by a third party or a person, entity or company directly or indirectly related to you products or services that compete with VITR.AI;

6. Use VITR.AI predictions for purposes other than connecting users of your platform with health content or services;

7. Access or use VITR.AI in a manner that exceeds the Terms of Use or constitutes excessive or abusive use;

E. Intellectual Property

VITR.AI's methods, source code, content, generated data, know-how, API, and prediction algorithms are and will at all times be our exclusive property, and are protected by laws, intellectual property regulations, and privacy laws.

You agree that at no time, before, during or after accessing or using VITR.AI, will you attempt to appropriate or assert any rights, including, but not limited to, VITR.AI's proprietary intellectual property, methods, source code, content, generated data, know-how, API and prediction algorithms.

F. Security

The security of your data is of the utmost importance to us. We will always maintain reasonable and appropriate technical and organizational measures to protect patient and professional user data from accidental or unlawful destruction, loss, alteration, disclosure or unauthorized access.

VITR.AI operates on servers located in Canada that are ISO 27001, ISO 27017 and ISO 27018 certified, PCI, DSS, SOC 2/3 compliant, and independently audited at least once every 12 months (SOC reports).

We also encrypt all data you transmit to VITR.AI, in transit and at rest.

We may update VITR.AI's security measures from time to time, for example by adding standards or replacing a compliance certification or SOC report with an equivalent or improved alternative, provided that such updates do not result in a significant reduction in VITR.AI's security.

Please be aware that while we take steps to ensure the security of VITR.AI, no method of transmission over the Internet or electronic storage is 100% secure. Due to the inherent nature of the Internet, we cannot guarantee that information, while transmitted over the Internet or stored on our system or in our custody, will be secure from intrusion by third parties. For this reason, we require platforms that use VITR.AI to transmit non-identifying information.

G. Third Party Policies

By using VITR.AI, you agree to be legally bound by the Google Cloud Platform and Vertex AI Terms of Service.

H. Termination

These Terms of Use shall be in effect for the duration of your access to and/or use of VITR.AI, based on the agreement to which these Terms of Use are attached, and shall remain in effect for four (4) years after the termination, expiration, or rescission of such agreement, or your right to access and use VITR.AI.

We will terminate your access and use for the reasons listed in these Terms of Use attached hereto.

Upon termination:

• all rights and licenses granted to you will terminate immediately;

• confidential information and content and/or data stored as a result of your use of VITR.AI in your possession or control must be returned or destroyed. In the latter case, you must certify the destruction to us, in writing, within 30 days;

I. Civil liability

VITR.AI will be liable only to the minimum extent provided for by law, and only with respect to its functionalities directly related to its content.

Under no circumstances does VITR.AI guarantee the establishment of communication and the provision of services to users of platforms that use its content.

In the event that VITR.AI's content contains an error, which could, for example, result in the mismatch of a patient with a health content or service, you agree not to hold VITR.AI liable for any damages suffered by the patient, provider or content supplier, or for any damages that are claimed by these persons or entities.

You agree that you remain responsible for the functionality, security and services provided directly or indirectly through your Platform, and you agree to hold harmless, defend (subject to VITR.AI's right to retain counsel of its own choosing) and indemnify VITR. AI and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in any way connected with you or your users, use or operation of VITR.AI. You will not agree to any settlement that imposes an obligation on VITR.AI without its prior consent.

J. Modification of these Terms

We reserve the right to modify these Terms of Use at any time. You will automatically be bound by any such changes upon ten (10) days prior notice to us by email. If you do not wish to be bound by the new Terms of Use, you must discontinue your use of VITR.AI and notify us immediately by sending us a notice to that effect within ten (10) days of receiving the notice.

K. Governing Law and Jurisdiction

These Terms of Use shall be governed by the laws of the Province of Quebec, and any dispute shall be submitted to a court of competent jurisdiction in Quebec. In the event that any particular provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, such invalidity shall not affect the intent or scope of these Terms of Use.

Before taking any action on any complaint, controversy or dispute, you and we agree to use all reasonable and necessary efforts to resolve such complaint, controversy or dispute amicably.

If you have any comments or questions about these Terms of Use, please contact us at [email protected].