WELCOME

Welcome to https://aibolit.com/(the “Site”), which is owned and operated by Aibolit, LLC, a Delaware limited liability company (“Aibolit”). Set forth below are the terms and conditions on which Aibolit is willing to grant you (the “Customer”) access to the Site and the Aibolit Platform (as defined below) (the “Terms”). Customer and Aibolit may each also be referred to as a “Party” and, together, the “Parties.”

HOW THESE TERMS WORK

These Terms define the terms and conditions under which Aibolit has agreed to provide to Customer access to the Aibolit Platform and certain Services and software (as hereinafter defined) in exchange for subscription and service fees (to be invoiced by Aibolit when applicable pursuant to these Terms; “Fees”).

The scope and specific nature of the Services with respect to Customer are defined by and in (i) the contents of Aibolit-issued documentation in connection with these Terms, including but not limited to invoices, Fee orders, purchase orders, statements of work, etc. (“Services Attachments”); and (ii) Customer’s choices made in the course of registering, selecting and submitting payment for Services. Services Attachments may also specify limitations on Customer’s use of the Services and/or Aibolit Platform. In the event there is a conflict between these Terms and any other Services Attachment referencing these Terms, then the terms of such Services Attachment shall govern.

By accessing or using the Aibolit Assets (as defined herein), you agree to be bound by these Terms and all policies and guidelines Aibolit issues, including:

Our Privacy Policy, at https://aibolit.com/privacy-policy, which provides information on how we collect, use, and Customer Data (as defined below);

Any specific policies or guidelines which may apply to particular features or functions of the Site, the Aibolit Platform, or Services (such as acceptable use policies, content standards, or protocols agreed with your particular institution); and

Any other agreement which you may have in place with Aibolit or our affiliates or subsidiaries (together “Aibolit Affiliates”) for products, services or otherwise.

You understand that your use of the Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Services.

BY REGISTERING, ACCESSING, DOWNLOADING, INSTALLING, EVALUATING OR OTHERWISE USING THE AIBOLIT ASSETS, CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS BOUND TO THESE TERMS OF USE. IF CUSTOMER DOES NOT ACCEPT ALL OF THE FOREGOING TERMS, IMMEDIATELY CEASE USING THE AIBOLIT ASSETS.

THE AIBOLIT PLATFORM

Aibolit develops, has rights to and licenses separate proprietary information technology solutions, systems and software that collectively (i) helps physicians improve periprocedural workflows and other tasks, and (ii) form a platform (whether hosted by and/or accessed through Aibolit or any third-party hosting provider) for Aibolit’s processing and modification of content, including Customer Data, to generate the Aibolit Analytics and on which various applications for interacting with the Customer Data and Aibolit Analytics can operate and provide the Services to be made available for use by Customer via a browser interface (the “Aibolit Platform”) (collectively with any downloadable application, or mobile application, or other software provided by Aibolit, the “Aibolit Assets”).

Customer agrees, represents, and covenants to upload only de-identified and anonymized Customer Data to the Aibolit Platform, unless a separate Customer Data sharing agreement between Customer and Aibolit states otherwise. In all cases, the Customer is responsible for obtaining all necessary consents in relation to uploaded Customer Data.

DEFINITIONS

“Aibolit IP” means: (i) all data, content and materials that are owned, generated, collected or developed by Aibolit, or licensed to Aibolit independently of Customer and these Terms, including data that can be processed and used via the Aibolit Assets; (ii) the Services; (iii) the Aibolit Assets; (iv) all works of authorship, programs, code, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, business, templates, documents, materials, technology, trademarks, software, source code, website(s), modifications, updates, upgrades, enhancements and concepts (“Works”), any of which existed prior to the Effective Date of these Terms, whether created by or for Aibolit; (v) any and all Works that are developed by Aibolit, jointly by Customer and Aibolit, or by Customer during the performance of the Services; (vi) all Aibolit Analytics (but excluding the Customer Data from which the Aibolit Analytics are generated), and (vii) all Works derived from the foregoing.

“Aibolit Analytics” means all Customer Data that has been processed by Aibolit and modified to add certain Aibolit proprietary coding, metadata, information and other content to provide analytics and insights.

“Aibolit Platform” means Aibolit’s proprietary system that help physicians improve workflows, including periprocedural workflows, and other tasks. The Aibolit Platform includes any and all updates and upgrades thereto.

“Aibolit Software” means a single copy of software in executable object code as and to the extent provided to Customer by Aibolit pursuant to a valid Services Attachment and licensed to Customer subject to the Terms and Conditions of these Terms, together with the Documentation so provided, and any Software Upgrades obtained by Customer pursuant to these Terms.

“Affiliated Entities” means those entities that are or become controlled, either directly or indirectly by Customer but only so long as such entity remains controlled by Customer and excluding any entity that becomes controlled by Customer following the acquisition of beneficial ownership by one or more related persons of more than 50% of Customer’s voting securities or following a sale, merger consolidation or other transfer of all or substantially all of Customer’s business.

“Beta Customer” means a Customer that has been granted rights under these Terms for the purpose of testing and providing input and other Feedback to Aibolit regarding the Aibolit Platform. A Customer’s status as a Beta Customer shall be noted on a Service Attachment.

“Customer Data” means all content or data uploaded, submitted, or otherwise submitted to Aibolit by a Customer to the Aibolit Platform.

“Documentation” means the manuals and all other documentation and materials, in electronic form or otherwise, relating to the Aibolit Software and Aibolit Platform that are provided by Aibolit to Customer.

“Equipment” means a single computer or server onto which certain Aibolit Assets will be installed

“Feedback” means Customer suggestions, enhancement requests, and recommendations (individually and collectively) regarding the Aibolit Platform and Services.

“Intellectual Property Rights” means copyrights, trademarks, service marks, trade names, trade dress, designs, trade secrets, patents, patent applications, inventions, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, throughout the world.

“Personal Data” means information relating to a natural person who can be identified or who is identifiable, directly from the information in question, or who can be indirectly identified from that information in combination with other information. Examples of Personal Data include but are not limited to name, identification number, location data or online identifier, or pictures or images of the individual’s face or other identifying features.

“Software Upgrades” means all updates, upgrades, corrections, bug fixes, releases, improvements or enhancements made to the Aibolit Software in object code format only and made available generally to other licensees of the Aibolit Software.

“Services” means all services made available or performed by Aibolit, including Platform Services, Professional Services, and Support Services.

SERVICES, LICENSE GRANT & LIMITATIONS

Aibolit Platform Subject to receipt of payment in full from Customer and Customer’s compliance with these Terms, Aibolit hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable subscription access to the Aibolit Platform solely for the purpose of managing the ingestion, processing, storage, distribution and analysis of the Customer Data in order to generate Aibolit Analytics for Customer’s use.

Platform Services Aibolit shall make available to Customer the Aibolit Platform and such other incidental services, resources, technology, functions, upgrades, enhancements, and documentation as required for proper performance and usage thereof or generally made available in connection with the Aibolit Platform (collectively, “Platform Services”) that are provided by Aibolit using the Platform Services. Aibolit may in its sole discretion from time-to-time modify, change, enhance, correct or upgrade the Aibolit Platform and the Platform Services; provided, however, that in no event will any such modifications prevent Customer from accessing its Customer Data.

Professional Services Customer may request Aibolit perform Professional Services including, but not limited, to 3D modeling, video annotation and analysis (each a “Deliverable”), as described in an applicable Service Attachment issued by Customer and accepted by Aibolit.

Deliverable License Grant Subject to receipt of payment in full from Customer and Customer’s compliance with all of these Terms, Aibolit hereby grants to Customer a limited, exclusive, license to use all Deliverables. Aibolit shall retain the right to de-identify any Deliverable and use that de-identified Deliverable for its internal purposes.

Support Services Aibolit will provide to Customer email support for the Aibolit Assets and respond to the Customer requests within 24 hours (“Support Services”). Support Services are available for the Aibolit Assets only in accordance with the standard support service practices of Aibolit as they may exist from time to time. Aibolit retains the right to change the availability of Support Services and all other conditions applicable to Support Services at any time in its sole and absolute discretion. The Aibolit Platform may be inaccessible from time to time to permit maintenance and updates to the Aibolit Platform.

Scope of Use Restrictions

Customer shall only use the Aibolit Assets and the Services listed in the applicable Service Attachment, subject to these Terms and the Service Attachment and solely for the purpose of managing the ingestion, processing, storage, distribution and analysis of the Customer Data. All uses of the Services, the Aibolit Platform, and the Aibolit Software shall be in accordance with these Terms and applicable laws and government regulations. Customer is responsible for each of its authorized user’s compliance with these Terms and all applicable invoices. Customer shall take all reasonable steps to prevent unauthorized use of, access to, copying of or disclosure of the Aibolit Platform, Aibolit Software, the Services and Aibolit IP. Customer shall notify Aibolit promptly of any such unauthorized access or use.

If Customer is designated as a Beta Customer, Beta Customer is being granted rights under these Terms for the purpose of testing and providing input and other Feedback to Aibolit regarding the Aibolit Platform, application platform interfaces, the Services, and features. These Terms cover all product and services made available to Beta Customer by Aibolit, including, without limitation, any product or service specifically identified by Aibolit as being in “Beta” or any similar stage of development. Aibolit retains sole and absolute discretion as to what, if any, products or service will be made available to Beta Customer. Customer acknowledges and agrees that so long as the Aibolit Assets are in “Beta” such assets have not been finalized, are incomplete and may not be fully functional.

Customer shall not license, rent, sell, loan, lease, pledge, offer as security, transfer or assign the Aibolit IP, or any of Customer’s rights, as provided in these Terms, to any other person, or use the Services, the Aibolit Platform, or the Aibolit Software to directly or indirectly provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider or otherwise use any Aibolit IP for any commercial purpose or on behalf of any third party . Without limiting the foregoing, Customer will retain all responsibility for the acts and omissions of Customer employees and any related or unrelated party Customer allows to access or use the Services, the Aibolit Platform, or the Aibolit Assets or who is otherwise under Customer’s reasonable control.

Customer shall not: (i) alter, suppress, remove or destroy any proprietary rights marks, notices, credits or legends in, on or displayed through the Aibolit Platform or the Aibolit Software, including any authorized copies; (ii) modify, enhance, adapt, translate, or create derivative works of the Aibolit Software; (iii) transfer, distribute, assign, sublicense (other than to individual end users), rent, lease, export or sell the Aibolit Platform or Aibolit Software; (iv) decompile, decrypt, disassemble, or reverse engineer the Aibolit Platform or the Aibolit Software or otherwise attempt to discover the source code or structure, sequence and organization of the Aibolit Platform or Aibolit Software; (v) make copies of the Aibolit Software other than a single copy for archival, testing, or backup purposes, (vi) develop, produce, make, market, offer for sale, sell, import or distribute any applications, products, systems or services that assists or provides medical professionals with improved workflows, and preoperative, intraoperative, and postoperative decision tools; (vii) license to any third parties any (A) patents, (B) software, including without limitation, any source code, executable code, or object code, (C) technology or (D) any other intellectual property, for use in any applications, products, systems or services identified in subsection (vi); (viii) use any information obtained from the Services, the Aibolit Platform or the Aibolit Software in furtherance of the activities described in subsection (vi), either on its own account or for any other person, firm, company, government or entity, directly or indirectly (whether as a stockholder, partner, lender, consultant, agent, supplier, distributor or in any other relationship or capacity), or disclose any of that information to any third party; or (ix) export, re-export, transfer, or otherwise make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S.