Terms of Service

We are Semantic Health Inc. ("Company," "we," "us," "our").

We operate the website https://www.semantichealth.ai (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at contact@semantichealth.ai or by mail to 2400-333 Bay St., Toronto, ON M5H 2T6, Canada, Toronto M5H 2T6, Canada.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Semantic Health Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

1. INTELLECTUAL PROPERTY RIGHTS
‍
‍Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
■   access the Services; and
■   download or print a copy of any portion of the Content to which you have properly gained access solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: contact@semantichealth.ai. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:
■   confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
■   to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
■   warrant and represent that your Submissions do not constitute confidential information.You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

2. USER REPRESENTATIONS

‍By using the Services, you represent and warrant that:
(1) you have the legal capacity and you agree to comply with these Legal Terms;
(2) you are not a minor in the jurisdiction in which you reside;
(3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise;
(4) you will not use the Services for any illegal or unauthorized purpose; and
(5) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

3. PURCHASES AND PAYMENT

‍We accept the following forms of payment: Wire payments

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in CAD/USD.

You agree to pay all charges at the prices then in effect for your purchases. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

4. CANCELLATION

‍Your cancellation will take effect at the end of the current paid term.

If you are unsatisfied with our Services, please email us at contact@semantichealth.ai.

5. PROHIBITED ACTIVITIES

‍You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:
■   Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
■   Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
■   Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
■   Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
■   Use any information obtained from the Services in order to harass, abuse, or harm another person.
■   Make improper use of our support services or submit false reports of abuse or misconduct.
■   Use the Services in a manner inconsistent with any applicable laws or regulations.
■   Engage in unauthorized framing of or linking to the Services.
■   Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
■   Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
■   Delete the copyright or other proprietary rights notice from any Content.
■   Attempt to impersonate another user or person or use the username of another user.
■   Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
■   Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
■   Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
■   Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
■   Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
■   Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
■   Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
■   Use a buying agent or purchasing agent to make purchases on the Services.
■   Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
■   Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
■   Use the Services to advertise or offer to sell goods and services.

6. THIRD-PARTY WEBSITES AND CONTENT

‍The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. 

7. PRIVACY POLICY

‍We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Legal Terms. Please be advised the Services are hosted in Canada. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, then through your continued use of the Services, you are transferring your data to Canada, and you expressly consent to have your data transferred to and processed in Canada.

8. TERM AND TERMINATION

‍These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

9. GOVERNING LAW

‍These Legal Terms shall be governed by and defined following the laws of Canada. Semantic Health Inc. and yourself irrevocably consent that the courts of Canada shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms.

10. DISPUTE RESOLUTION

Informal Negotiations

‍To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

‍Any dispute arising out of or in connection with these Legal Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. 

11. DISCLAIMER

‍THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

12. LIMITATIONS OF LIABILITY

‍IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. INDEMNIFICATION

‍You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) use of the Services;
(2) breach of these Legal Terms;
(3) any breach of your representations and warranties set forth in these Legal Terms;
(4) your violation of the rights of a third party, including but not limited to intellectual property rights; or
(5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

14. USER DATA

‍We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

15. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

‍Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

16. MISCELLANEOUS

‍These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms

17. SEVERABILITY

‍If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

18. CONFIDENTIALITY

‍Definition. Each party (referred to as the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may divulge business, technical, or financial information related to the Disclosing Party's operations, which, considering the nature of the information and the circumstances of disclosure, is reasonably understood to be confidential (hereinafter termed the "Confidential Information" of the Disclosing Party). Semantic Health's Confidential Information encompasses non-public data regarding the features, functionality, and performance of its services. The Customer's Confidential Information includes User Information and User Submissions. Both parties consider this Agreement and the information contained in all Orders as Confidential Information. However, Confidential Information does not encompass information that
(a) becomes generally available to the public without violating any obligations to the Disclosing Party;
(b) was already known to the Receiving Party before the Disclosing Party disclosed it without breaching any obligations to the Disclosing Party;
(c) is obtained from a third party without breaching any obligations to the Disclosing Party; or
(d) was independently developed by the Receiving Party without utilizing or referencing the Disclosing Party's Confidential Information.

Safeguarding and Use of Confidential Information.

The Receiving Party will
(a) safeguard the Disclosing Party's Confidential Information with the same level of care it employs to protect its own confidential or proprietary information of equivalent importance, but in any case, no less than a reasonable degree of care;
(b) restrict access to the Confidential Information to employees, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors ("Representatives") who require such information in connection with this Agreement and who are bound by confidentiality and non-use obligations equal in protection to the terms of this Agreement;
(c) unless expressly stated herein, exert commercially reasonable efforts to avoid disclosing any of the Disclosing Party's Confidential Information to third parties without the Disclosing Party's prior written consent; and
(d) refrain from using the Disclosing Party's Confidential Information for any purpose other than fulfilling its obligations under this Agreement. Notwithstanding the above, neither party is prohibited from sharing the terms of this Agreement or the other party's name with potential investors or acquirers, provided that these individuals or entities are subject to standard confidentiality obligations.

Required Access or Disclosure.

The Receiving Party may access or disclose the Disclosing Party's Confidential Information if required by law. However, the Receiving Party must notify the Disclosing Party in advance of compelled access or disclosure (to the extent legally permissible) and offer reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to challenge such access or disclosure.

19. API ACCESS RESTRICTIONS

‍In the course of delivering its Service, Semantic Health may grant the Customer access to one or more application program interfaces ("APIs"). Semantic Health reserves the right to establish and enforce usage restrictions on the Customer's utilization of these APIs at its own discretion. The Customer commits to complying with these limitations. Additionally, Semantic Health retains the authority to suspend the Customer's API access or discontinue offering the API at any given moment.

20. WARRANTY DISCLAIMER

‍Semantic Health does not provide any warranties concerning the results attainable from the use of Semantic Health AI or the accuracy of any other information obtained via Semantic Health AI.

You acknowledge and agree that any material and/or data obtained through the utilization of Semantic Health AI features is acquired solely at your own risk. It is crucial not to place reliance on factual assertions in the output without independently verifying their accuracy. Even outputs that appear precise due to their detailed specificity may still contain inaccuracies. Semantic Health AI does not have the capacity to dynamically retrieve information, and the output may not account for events or changes in underlying facts occurring after the AI model was trained. No information or advice, whether communicated orally or in writing, obtained by you from Semantic Health or through Semantic Health AI, will establish any warranty not explicitly stated herein.

21. SEMANTIC HEALTH AI FEATURE USE RESTRICTIONS

‍You may not use Semantic Health AI
(i) to develop foundation models or other large scale models that compete with Semantic Health
(ii) to enable third-party vendors to use Semantic Health AI as a tool
(iii) to enable platform access for multiple users from the same account. 

22. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: contact@semantichealth.ai