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. Platform

   1. Usage. Upon payment of an Access Fee (“Access Fee”) to Protege and subject to the terms and conditions of the Agreement, Customer may use the Protege Platform (“Platform”) to view datasets Protege makes available there (“Datasets”). Customers can see information about the Datasets, such as the source of a Dataset, number of records in a Dataset, and fields represented in a Dataset. Customer can use the Protege platform to surface additional information about the Dataset, such as how many records fit the criteria applied by the customer using filters in the platform. Customers may perform these actions to inform their purchase decision for Datasets from Protege.

   2. Permitted Uses. Customers may only use the Platform for the specific use cases outlined in the Agreement. Use of the Platform, Datasets, or data from the Platform for any other purpose is prohibited. For the sake of clarity, prohibited uses include the following list, but the list is not exhaustive:

      1. Use of data about or from the Datasets for any illegal or fraudulent purpose;

      2. Attempting to re-identify data or records in the Datasets;

      3. Creating any synthetic datasets, data assets, or other artifacts from the Datasets;

      4. Selling, leasing, sublicensing, loaning, assigning, authorizing others to access, using, disclosing, distributing, or commercializing or attempting to grant any rights to, the Datasets or any derivative works created from the Datasets, to any third party;

      5. Publishing, disseminating, distributing, or providing access of any kind to the Datasets, or any material subset thereof, to any third party; or

      6. Using data from the Datasets in any derivative works without a Statement of Work signed with Protege.

2. Customer Obligations 

   1. Data Security. Customer will implement and maintain appropriate technical and organizational measures to protect access to the Protege Platform and prevent unauthorized access, use, or disclosure. 

   2. Authorized Use. Customer will ensure that access to the Protege Platform 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 Platform 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 platform or any login credentials were compromised. 

3. Confidentiality. “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 Datasets, and any associated metadata (including but not limited to, licensor name, description, and data sources), are Confidential Information of Protege. 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. 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.

4. Intellectual Property

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

   3. Restrictions. Customer shall not: (a) modify, copy, or create any derivative works of the Platform; (b) reverse engineer, decompile, or attempt to access the underlying structure or source code of the Platform; (c) sublicense, resell, rent, or lease access to the Platform or the Datasets; or (d) use the Datasets or the Platform, or any information gleaned therefrom, to create a service intended to compete with the Services.

5. 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. Except as expressly provided herein, Protege makes no other warranties, express, implied, or statutory, regarding the Datasets and Services, including any implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Customer acknowledges that the Datasets and Services are provided “as is” and “as available” with no guarantee of accuracy, timeliness, or availability.

   2. Indemnification. To the extent allowed by applicable law, Customer shall indemnify 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 Platform or Datasets or breach of Customer’s obligations under this Agreement.

   3. Limitation of Liability. EXCEPT FOR CUSTOMER’S INDEMNIFICATION 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 DATASETS OR SERVICES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER’S INDEMNIFICATION 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.

6. Suspension and Termination

   1. Suspension. Protege may suspend or terminate Customer’s access to the Platform or Dataset(s) if Protege reasonably believes that Customer has violated their obligations under the Agreement, or that Customer’s use of the Platform or Dataset(s) 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 creditor s, 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).

7. 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 or Provider. 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, with prior written notice, to verify compliance with the terms of the Agreement, specifically to ensure that the Dataset(s) are 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. 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.