Protege Media
Terms of Service

The Terms of Service (“Terms”) outlined here are entered into by and between Protege Health Inc., a Delaware corporation ("Protege"), and the entity or person accessing the Service ("Customer" or "you"). The “Effective Date” of the Terms is the earliest date of when you agree to these Terms and access the platform for the first time or when you first sign a Statement of Work agreement with Protege. These Terms and any Statements of Work comprise the “Agreement” between you and Protege. By using the Protege platform, signing a Statement of Work, or accepting these Terms in a sign-up workflow, you agree to be bound by these Terms. If any provision of these Terms conflicts with a Statement of Work signed by Protege and the Customer, the Statement of Work supersedes and controls with respect to that provision.

1. Customer License. Subject to the terms and conditions of the Agreement, Protege hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, and limited license to access and use the Licensed Dataset to train machine-learning or artificial intelligence models owned by or licensed by Customer (“Models”) solely for the Use Case(s) set forth in the Statement of Work.

2. Permitted Uses & Restrictions. Customers may only use the Licensed Dataset for the Use Case(s). Use of the Licensed Dataset for any other purpose is prohibited. For the sake of clarity, prohibited uses include the following list:

   1. Models must not direct users to unauthorized copies of works incorporated in the Licensed Dataset (the “Licensed Content”);

   2. Models must not provide a substantial or verbatim copy of any scene or material portion of any Licensed Content (whether or not specifically requested by the user and regardless of the manner of request)

   3. Models must not enable the creation of derivative works (i.e. sequels, prequels, spin-offs, etc.) of the Licensed Content or Licensed Dataset;

   4. Models must not knowingly use the data about or from the Licensed Content or Licensed Dataset for any illegal or fraudulent purpose;

   5. Models must not enable, power, or otherwise be used to generate digital replicas of people or characters appearing in the Licensed Dataset, or to generate Deepfakes, meaning any synthetic content or media, including audio, video, or visual representations that are created or manipulated using artificial intelligence, machine learning, or other digital techniques to depict individuals or characters from the Licensed Dataset. This includes, but is not limited to, the digital alteration of a person's or character’s likeness, voice, or actions to create the false appearance of reality or to create fictional scenarios, events, or depictions of a person’s likeness;

   6. Models must not be used to re-identify persons in the Licensed Dataset;

   7. Licensee must not sell, lease, sublicense, loan, assign, authorize others to access, use, disclose, distribute, or commercialize or attempt to grant any rights to, the Licensed Dataset or any data derived from the Licensed Dataset, to any third party, except to contractors in the ordinary course of business (including by means of private or public exhibition);

   8. Licensee must not Publish, disseminate, distribute, exhibit, display, or provide access of any kind to the Licensed Content or Licensed Dataset, or any material subset thereof, to any third party, including the public; or

   9. Licensee must not use data from the Licensed Dataset to create derivative works (e.g. prequels, sequels, spin-offs, etc.) without a Statement of Work signed with Protege.

   10. For clarity, no “name, image or likeness” rights or other statutory rights of publicity for individuals appearing in, and no underlying music rights for any music incorporated in, the Licensed Dataset are granted to Customer as part of the Licensed Dataset.

3. Other Restrictions. Customer shall not: (a) modify, copy, or create any derivative works of the Licensed Content; (b) reverse engineer, decompile, or attempt to access the underlying structure or source code of the Licensed Dataset; (c) sublicense, resell, rent, or lease access to the Licensed Dataset; or (d) use the Licensed Dataset, or any information gleaned therefrom, to create a service intended to compete with the Services or to solicit Data Providers for the use of all or part of the Licensed Dataset separate from the Agreement.

4. Usage. Upon payment of a Fee, as set forth in the Statement of Work, to Protege and subject to the terms and conditions of the Agreement, Customer may access Licensed Dataset that Protege makes available which may include audiovisual content and related metadata, or such other data as the parties may agree. 

5. Customer Obligations 

   1. Data Security. Customer will implement and maintain industry standard technical and organizational measures to protect access to the Licensed Dataset and prevent unauthorized access, use, or disclosure. 

   2. Authorized Use. Customer will ensure that access to the Licensed Dataset is reserved for Authorized Users. Authorized Users must keep their login credentials confidential and must not share them with anyone else. Customer will ensure access to the Licensed Dataset is removed for terminated employees, contractors, and any other user affiliated with the Customer within 5 business days of the termination and will notify Protege if it becomes aware that any unauthorized users accessed the Licensed Dataset. 

6. Confidentiality. 

   1. Definition. “Confidential Information” means any information obtained by a Party (the “Receiving Party”) from or on behalf of the other Party (the “Disclosing Party”) that relates to the past, present or future business activities of the Disclosing Party or its affiliates, or their respective employees, customers or third party suppliers or contractors, including the terms and conditions of the Agreement, information exchanged in the course of negotiating the Agreement, and any information relating to plans, pricing, methods, methodologies, processes, financial data, lists, intellectual property rights, customer information, apparatus, statistics, programs, research, development, and/or information technology. For the avoidance of doubt, the Licensed Dataset, and any associated metadata (including but not limited to, licensor name, description, and data sources), are Confidential Information of Protege. Confidential Information does not include information that: (a) is or becomes generally known by the public other than by breach of this Agreement by or other wrongful act of, the Receiving Party; (b) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (c) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

   2. Obligations. During and after the term of the Agreement, each of Protege and Customer will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and Contractors who need that access for purposes consistent with the Agreement and who are bound by confidentiality obligations to or have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. 

   3. Legally Required Disclosures. If Receiving Party is required by law, regulation, or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information, including an opportunity for the Disclosing Party to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

7. Intellectual Property

   1. Protege IP; No Implied License. Protege and its licensors retain ownership of all of Protege’s intellectual property rights related to the Platform and any other services (collectively, “Services”), including all improvements to the Services. All materials that Protege produces, including its website, platform, design, code, graphics, interfaces, trademarks, and logo shall remain Protege’s exclusive property. Customers may not alter, reproduce, republish, or license any of Protege’s proprietary materials, unless Protege expressly gives written permission to do so. All rights not expressly granted are reserved and retained by Protege and its licensors. Protege may aggregate, anonymize, or otherwise learn from data or feedback relating to Customer’s use of the Services and use the foregoing to improve the Services.

   2. Customer IP; No Implied License. Protege acknowledges that, as between Protege and Customer, Customer owns and retains all Intellectual Property Rights in and to any and all of its intellectual property developed prior to or outside the scope of this Agreement as well as any Intellectual Property Rights developed by Customer in connection with this Agreement (collectively “Customer IP”). For purpose of clarity, Customer IP includes Customer’s Approved Models.

   3. Data Provider IP; No Implied License. Customer acknowledges that, as between Protege, Customer, and suppliers of content for the Licensed Dataset (“Data Providers”), each applicable Data Provider owns and retains all Intellectual Property Rights in and to any and all of its intellectual property developed prior to or outside the scope of this Agreement, including but not limited to the Licensed Dataset (collectively “Publisher IP”). Except as expressly contained herein, Protege makes no grant of rights or sublicenses of the Data Provider IP to Customer. 

8. Warranties, Disclaimer, Indemnification, and Limitation of Liability

   1. Warranties; Disclaimer. Each Party represents and warrants that it has the legal right and authority to enter into the Agreement and will perform its obligations and exercise its rights hereunder (including rights to the Licensed Dataset) in compliance with all applicable laws. Except as expressly provided herein, Protege makes no other warranties, express, implied, or statutory, regarding the Licensed Dataset and Services, including any implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Customer acknowledges that the Licensed Dataset and Services are provided “as is” and “as available” with no guarantee of accuracy, timeliness, or availability.

   2. Customer Warranties. Customer warrants to Protege that: (a) it will only use the Licensed Dataset for the Use Cases approved in a relevant Statement of Work; and (b) if it receives notice from Protege that it must cease use of any Licensed Dataset or Licensed Content during the Term as a result of changes to, terms contained in, or expiration of any Data Provider Agreement, or other reasonable causes (determined by Protege in its sole and reasonable discretion) it will cease use of such data.

   3. Remedies for Breach of Warranties. During the Term, if the Licensed Dataset does not comply with the warranties in this Agreement, as Customer’s sole remedy and Protege’s sole liability, Protege shall (at Protege’s sole discretion) replace or modify the applicable Licensed Dataset.

   4. Indemnification. To the extent allowed by applicable law, Customer shall defend, indemnify, and hold harmless Protege and its licensors for any third-party claims, losses, damages, judgments, fines, litigation costs, and legal fees arising out of or relating to Customer’s unlawful use of the Licensed Dataset or breach of Customer’s obligations under this Agreement.

   5. Limitation of Liability. EXCEPT FOR CUSTOMER’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATED TO CUSTOMER'S USE OF THE LICENSED DATASET OR SERVICES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

9. Suspension and Termination

   1. Suspension. Protege may suspend or terminate Customer’s access to the Licensed Dataset if Protege reasonably believes that Customer has violated their obligations under the Agreement, or that Customer’s use of the Licensed Dataset poses a security risk to Protege or its customers. 

   2. Termination. Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days from receipt of written notice. In addition, either party may terminate on thirty (30) days' written notice if the other party: (i) becomes insolvent; (ii) makes any voluntary or involuntary filing in bankruptcy, reorganization or receivership or under similar laws for the protection of creditors, or has such a filing made against it, which is not withdrawn within thirty (30) days of such filing; (iii) enters into an assignment for the benefit of creditors; or (iv) liquidates or dissolves or ceases to do business in the normal course (without a successor). If Protege terminates this Agreement for Customer’s uncured material breach, Customer must make any and all payments owed to Protege under this Agreement as described in any Statements of Work upon the effective date of termination.

10. Miscellaneous

    1. Applicable law. The Agreement will be governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both Parties hereby submit to the personal jurisdiction of such courts.

    2. Notice. Any notice, request, or communication required under the Agreement shall be sent in writing. Each Party consents to receiving electronic communications and notifications from the other Party in connection with the Agreement. For purposes of Customer, such notice will be sent to the name and email outlined in the Statement of Work, and for purposes of Protege, such Notice shall be sent to notices@withprotege.ai. Any notice(s) shall reference the applicable Statement of Work.

    3. Relationship of parties. Neither Party may assign or transfer the Agreement or any rights or delegate any duties herein without the prior written consent of the other Party, which will not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, and without gaining the other Party’s written consent, Protege may assign the Agreement, in whole or part, and delegate its obligations to its Affiliates or to any entity acquiring all or substantially all of its assets or the assigning Party’s entire business, whether by sale of assets, sale of stock, merger, or otherwise. Any purported assignment in violation of the Agreement is void. 

    4. Subcontracting. Protege may subcontract all or part of its obligations under these Terms at Protege’s own discretion and without notifying Customer. Protege will bear the same degree of responsibility for acts and omissions of the subcontractors acting on Protege’s behalf in the performance of their obligations under these Terms as they would bear if such acts and omissions were performed by Protege directly. 

    5. Audit. Protege and its licensors reserve the right to audit Customer within 30 days of written notice, to verify compliance with the terms of the Agreement, specifically to ensure that the Licensed Dataset is used in accordance with the Agreement and fully deleted or returned upon termination or expiration. Customer agrees to cooperate with the audit,  which may include reviewing relevant records, systems, and interviews with key personnel. Any audit-related information will be treated as Confidential Information of Customer. If non-compliance is found, Customer shall promptly remedy the non-compliance and may be responsible for the costs of the audit. These audit rights are not exhaustive of any other remedies Protege and its licensors may have in law or equity.

    6. Survival. Any provision of the Agreement that, by its nature, would survive termination or expiration of the Agreement will survive any such termination or expiration, including those provisions concerning confidentiality, indemnification, effect of termination, and limitation of liability.

    7. No Waiver. The failure of either Party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.

    8. No Partnership or Agency. Nothing herein contained will constitute a partnership between, or a joint venture by, the Parties hereto. Neither Party is the agent of the other Party. Neither Party may exercise any control over the activities or operations of the other Party. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner.

    9. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.