AIDA TERMS OF USE

PLEASE READ THESE TERMS OF USE (THIS “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY AIDA AI, INC. (“AIDA”). BY USING ANY PRODUCTS, SERVICES, EVALUATION MATERIALS, BETA RELEASES OR OTHER OFFERINGS BY AIDA, YOU (“USER”) AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. AIDA RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT FROM TIME TO TIME. IF YOU USE THE SERVICES AFTER A CHANGE TO THIS AGREEMENT, YOU AGREE TO SUCH UPDATED TERMS.

1.User Data.

1.1 User may provide AIDA with certain data, images, content, reports, assessments and other information (the “User Data”). User represents and warrants that User has all necessary rights, authorizations and consents necessary to provide the User Data to AIDA, and that AIDA’s use thereof in accordance with this Agreement will not infringe, misappropriate or otherwise violate the rights of any third party. User agrees to indemnify AIDA for its breach of the foregoing.

1.2 User hereby grants to AIDA a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers) right and license to use, reproduce, modify, create derivate works of, display and distribute the User Data, including but not limited to the purpose of training, testing, operating and improving AIDA’s products and services, including any artificial intelligence and/or machine learning models.

1.3 User agrees that all use of the Services is governed by the AIDA privacy policy, available at https://www.myaida.ai/privacy-policy, which is hereby incorporated by reference.

2. Services.

User agrees and acknowledges that AIDA may evaluate, analyze, or otherwise process User Data in connection with the AIDA services (the “Services”), and may use certain software, applications, methods, technology, including artificial intelligence based tools and related intellectual property (together “Materials”).

3. Results.

3.1 To the extent AIDA provides to User any analysis, results and other information specifically pertaining to the User Data and resulting from the Services (the “Results”), AIDA hereby grants to User a non-exclusive, royalty-free license to use such Results solely for User’s internal business purposes.

3.2 User agrees and acknowledges that (i) certain Results may be generated by the Services through the use of artificial intelligence, (ii) artificial intelligence and machine learning are rapidly evolving fields of study, and use of the Service may in some situations result in incorrect or inaccurate Results; (iii) User should not rely on Results from the Services as a sole source of truth or factual information, or as a substitute for professional advice, (iv) User must verify the accuracy and appropriateness of any Results before relying on any such Results; (v) relying upon any Results without first verifying accuracy with a qualified human could cause harm, including but not limited to legal, financial, and physical harm; and (vi) due to the nature of the Services and artificial intelligence generally, the Results may not be unique and User has no rights to materials that are generated from the Service for other users, regardless of any level of similarity. AIDA cannot control and has no duty to take any action regarding how User may interpret, rely on or use any Results or what actions User may take as a result of having been exposed to Results, and User hereby releases AIDA from all liability for User having acquired or not acquired Results through the Service.

3.3 User agrees and acknowledges that: (i) AIDA does not offer medical advice or diagnoses, or engage in the practice of medicine, (ii) the Services and Results are not intended to be a substitute for professional medical advice, diagnosis, or treatment and are offered for informal evaluation purposes only, (iii) the Services and Results are not intended to be, and must not be taken to be, the practice of medicine, nursing, pharmacy or other healthcare advice by AIDA, (iv) reliance on any information provided by AIDA or in connection with the Services is solely at User’s own risk, (v) User is solely responsible for any decisions or actions you take based on the information and materials available through the Services (vi) nothing herein will be interpreted as an opinion regarding medical advice, or diagnosis or treatment.

4. Restrictions/Ownership.

4.1 Without limiting the effect of any non-disclosure agreement entered into by the parties, the Materials, together with all Feedback (as defined below), and other know-how, data and information related to AIDA’s technologies or business shall be deemed AIDA’s confidential information (“Confidential Information”), other than information that is or becomes generally known to the public without any act or omission by User. Except for the specific rights granted by this Agreement, during the term of this Agreement and thereafter, User shall not use, possess, publish, copy, distribute or otherwise disclose any Confidential Information to any third party without the prior written consent of AIDA. User shall receive the Confidential Information in strict confidence, and use all commercially reasonable efforts to safeguard such Confidential Information (including ensuring that its employees and contractors who access the Confidential Information (a) have a need to know for the purposes permitted hereunder and (b) are bound by written obligations that are at least as protective of the Confidential Information as this Agreement).

4.2 AIDA owns and retains all right, title, and interest in and to all Confidential Information, Materials, including all intellectual property rights contained therein, and all intellectual property owned and controlled by AIDA prior to this Agreement or created or provided by AIDA during the term this Agreement. In the event that User provides AIDA with any feedback with respect to the Materials, including suggested improvements thereto (“Feedback”), User hereby assigns and agrees to assign to AIDA all rights, title and interests (including all intellectual property rights) in and to all such Feedback.

4.3 User agrees that any breach or threatened breach of this Section 4 may cause AIDA irreparable damage for which it will have no adequate remedy at law. Accordingly, AIDA shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach without posting any bond. This Section 4 shall survive termination or expiration of this Agreement.

5. Disclaimers/Liability Limitations.

5.1 USER ACKNOWLEDGES THAT THE SERVICES, MATERIALS, AND RESULTS ARE PROVIDED BY AIDA “AS IS.” AIDA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

5.2 AIDA SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO USER OR ANY THIRD PARTIES, OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF $1,000.00, EVEN IF AIDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AIDA SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

6. Miscellaneous.

Except for any general non-disclosure agreement entered by the parties, which is hereby incorporated herein, this Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. In the event of any conflict, this Agreement will control. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflicts of law provisions. The sole jurisdiction and venue for actions related to this Agreement will be the state and federal courts in Delaware, and both parties consent to the jurisdiction of such courts with respect to any such action. This Agreement and the rights and obligations hereunder are personal to User and may not be assigned or otherwise transferred, in whole or in part, without AIDA’s prior written consent. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.