End User License Agreement

This End User License Agreement (this “Agreement”) is a binding agreement between Atlas Meditech, Inc., a Delaware corporation (“Licensor”), and you, as the end user of the content (“Licensee” or “you”).

For purposes of this Agreement, the following terms have the following meanings:

“Agreement”

has the meaning set forth in the preamble.

“Content”

means information, communications, software, photos, video, graphics, music, sounds, and other material and services accessible on Licensor’s Site, including the use of, and any material or information generated through, the use of Licensor’s Technology.

“Indemnified Party”

has the meaning set forth at Section 18 of this Agreement.

“Intellectual Property Rights”

means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensee”

has the meaning set forth in the preamble.

“Licensor”

has the meaning set forth in the preamble.

“Person”

means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Registration”

has the meaning set forth in Section 3.

“Site”

means the websites and mobile platforms for accessing Licensor’s Technology and Content, including www.atlasmeditech.com and www.atlas-gpt.com.

“Technology”

means any software, application, algorithm, or other process exclusively owned and operated by the Licensor made accessible on the Site to generate Content, including but, not limited to, Atlas Intelligence, an artificial intelligence (AI) algorithm that provides knowledge and operative guidance of human anatomy, and Atlas GPT, a generative artificial intelligence (AI) algorithm using large language model (LLM) platform.

“Term”

has the meaning set forth in Section 13.

“Terms”

has the meaning set forth in the preamble.

“Third Party”

means any Person other than Licensee or Licensor.

“Third Party Materials”

has the meaning set forth in Section 4.

“Updates”

has the meaning set forth in Section 7.

“User”

means a Licensee with a completed Registration.

“User Fees”

has the meaning set forth in Section 12.

Subject to and conditioned upon Licensee’s payment of the User Fees and Licensee’s strict compliance with all Terms, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to the Content, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Sections 3 and 4 or elsewhere in the Terms.

1. This license grants Licensee the right to access, stream, download, and use the Content made available on the Site strictly in accordance with this Agreement. The Licensee use right is limited to use by a single named individual, for that individual’s own professional practice. It does not permit sharing, resale, sublicensing, or institutional or enterprise deployment, each of which requires a separate written agreement with Licensor. Any preservation of any Content made by Licensee:
   1. will be the exclusive property of the Licensor;
   2. will be subject to the Terms; and
   3. must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
2. The use of automated systems or software to extract data from the Site for commercial purposes (e.g., data scraping, web scraping, page scraping, or HTML scraping) is expressly prohibited unless the third party has directly concluded a written license agreement with Licensor in which permits it access to the Content for such purpose.

Licensee must register on the Site in order to become a User and gain use of the license and access to the Content (“Registration”).

1. Licensee is responsible for providing accurate information and for updating any information provided in the Registration.
2. Licensee may access Registration and Content on the Site only through the use of a password selected by User. User is solely responsible for maintaining the confidentiality of the password, and for all activities that occur under the password.
3. Licensee agrees to prohibit anyone else from using the password and to immediately notify Licensor of any unauthorized use of the password or other security concerns of which User become aware.

The Content may include software, content, links, data, or other materials, including related documentation, which are owned and/or copyrighted by Persons other than Licensor and that are provided to Licensee on separate license terms (“Third Party Materials”). Licensee agrees that Licensor is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Licensor does not assume and will not have any liability or responsibility to you or any other Person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. Any unauthorized use of the Third Party Materials may violate copyrights for which Licensee may be liable. Licensee agrees to indemnify and hold Licensor harmless from any claims arising from any unauthorized use of the Third Party Materials, including any alleged copyright violations.

Licensee shall not directly or indirectly:

1. use the Content in a manner contrary to strict compliance with the medical disclaimer set forth in Section 16 of this Agreement.
2. use (including any preservation of) the Content beyond the scope of the license granted under Section 2 of this Agreement;
3. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Content;
4. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content or any part thereof;
5. combine the Content or any part thereof with, or incorporate the Content or any part thereof in, any other programs;
6. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any of the Content or any part thereof;
7. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Content, including any copy thereof;
8. except as expressly set forth in Section 2(a) of this Agreement, preserve the Content, in whole or in part;
9. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content, or any features or functionality of the Content, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
10. use the Content in violation of any law, regulation, or rule; or
11. use the Content for purposes of competitive analysis of the Content, the development of a competing product or service, or any other purpose that is to the Licensor’s commercial disadvantage.

Licensee is responsible and liable for all uses of the Content through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Content by you or by any other Person to whom you may provide access to or use of the Content, whether such access or use is permitted by or in violation of this Agreement.

Licensor may from time to time in its sole discretion develop and provide Content updates which may include upgrades, bug fixes, patches, other error correction, and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality. Licensee agrees that Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Licensee further agrees that all Updates will be deemed Content, all subject to the terms and conditions of this Agreement.

You acknowledge that when you download, install, or use the Content, Licensor may use automatic means (including, for example, cookies and web beacons) to collect information about your device accessing the Content and about your use of the Content. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Content or certain of its features or functionality. All information we collect through or in connection with this Content is subject to our Privacy Policy located on our website. By downloading, installing, using, and providing information in connection with the Content, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Subject to our Privacy Policy, any communication or material that you transmit to this Site or to Licensor, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant Licensor and Licensor’s designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

This Section 9 does not apply to information you submit to the Technology in the course of using the Licensed services, which is confidential and is governed by our Privacy Policy and by Section 21 of this Agreement.

This Section 10 applies to those portions of the Site that accept user-submitted content.

If you or any user of this Site believes its copyright, trademark, or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed;
3. information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
4. identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
5. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:
Dr. Aaron Cohen-Gadol
Email: cohen@nsatlas.com
Phone: 317-362-8760

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

Licensee acknowledges and agrees that access to the Content is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Content under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Content and all Intellectual Property Rights arising out of or relating to the Content, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Content and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.

Licensee agrees to the following in order to gain access and use the Content pursuant to the terms of this Agreement:

1. The pricing and any payment terms for gaining use of the license and access to Content shall appear on the Site, as amended from time to time, including all taxes thereon (“User Fee”).
2. Licensee shall select the User Fee and agree to the payment terms indicated during Registration.
3. Licensor agrees to accept various forms of electronic payment of the User Fee, including, but not limited to credit or debit card, pre-paid credit cards or such other forms in accordance with Licensor’s then current policies, which are available to Licensee upon request.
4. Licensee authorizes Licensor to charge and collect the User Fee from the payment source provided by the Licensee until this Agreement is terminated as provided in Section 13.

1. This Agreement and the license granted hereunder shall continue in effect for the subscription period selected by Licensee at Registration, whether monthly or annual (the “Term”), commencing on the date of this Agreement.
2. This Agreement shall automatically renew at the end of each Term for a successive Term of the same length, at Licensor’s then-current standard rate, unless either party terminates this Agreement in accordance with its provisions. Where an introductory or promotional rate applied to the initial Term, renewal is at the standard rate.
3. Licensee may terminate this Agreement by following the procedures outlined in the Cancellation Policy located on the Site. If Licensee does not agree to an amendment Licensor makes to the Agreement, Licensee may terminate the Agreement by following the procedures outlined in the Cancellation Policy.
4. Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee breaches this Agreement (including by failing to pay the User Fee) and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured sixty (60) days after Licensor provides written notice thereof.
5. Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
6. Licensor may suspend use of the Site and/or access to the Content and/or terminate this Agreement at any time, if Licensor determines the access or use of the Content may not be in compliance with the laws in any jurisdiction where the Licensee is located.
7. Licensor may suspend use of the Site and/or access to the Content at any time, if: (i) Licensee fails to pay the User Fee when due, (ii) Licensee is suspected of misuse of the Content, or (iii) Licensor is making updates or other changes to the Technology.
8. Upon termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy any copies or other preservation of the Content. No termination shall affect Licensee’s obligation to pay all User Fees that may have become due before such termination, or entitle Licensee to any refund, in each case except as provided in the Refund Policy located on the Site. In the event of termination under Section 13(f), Licensor shall refund Licensee the pro-rata balance of the User Fee for the remainder of the Term.

The provisions of this Section 14 governing communications services, chat rooms, message boards, newsgroups, software libraries and other interactive services apply only to those portions of the Site that make such services available. AtlasGPT does not provide them. The general obligations to comply with applicable law and not to compromise the security of the Site or any account apply to all users.

Your use of the Site is subject to all applicable laws and regulations, including proper, respectful online behavior commonly known as netiquette, and you are solely responsible for the contents of your communications through the Site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this Site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content— including text, communications, software, images, sounds, data, or other information—that:

1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including, but not limited to, sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
3. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
4. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
6. impersonates any person or entity, including any of our employees or representatives.

Licensor neither endorses nor assumes any liability for the contents of any material uploaded or submitted by third party users of the Site. Licensor generally does not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this Site. However, Licensor has the right at its sole discretion to remove any content that, in its judgment, does not comply with this Section 14 and any other rules of user conduct for this Site, or is otherwise harmful, objectionable, or inaccurate. Licensor is not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of this Site may be available to you. You shall not interfere with anyone else’s use and enjoyment of this Site or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that Licensor may at any time, and at its sole discretion, terminate your use of portions of this Site or services without prior notice to you for violating any of the above provisions. In addition, you acknowledge that Licensor will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

1. Licensee acknowledges and agrees that the Content and any services derived therefrom are for general purpose use only and are not designed, intended, offered, or provided to create or deliver any products or services that constitute medical devices or the provision of healthcare services under the legal authority of any jurisdiction. The information available in the Content and provided via the Technology do not replace comprehensive assessment of patients or the important discussion of the benefits and risks of intervention among the patients, their families, and caretakers. The Technology is not intended as a substitute for the advice provided by a physician or health care provider and may not take an individual’s health situation into account. You may not use the Technology or any of the Content to diagnose a health problem or disease, or as a means of determining treatment. THE TECHNOLOGY PROVIDED BY LICENSOR IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. THE TECHNOLOGY CANNOT DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. LICENSEE SHOULD NEVER DISREGARD MEDICAL ANALYSIS OR ADVICE BECAUSE OF SOMETHING CONTAINED IN OR DERIVED FROM THE TECHNOLOGY. Licensor, its authors, and partners are not responsible in any way should you decide to follow any of the information or plans. Licensor does not warrant and hereby disclaims all representations and warranties, express or implied, that the Content, Technology, or any services derived therefrom are designed, intended, offered, or provided for any specific purpose or use.
2. The Content is intended to support, and never to replace, the independent professional judgement of a licensed clinician. Licensee remains solely responsible for all diagnostic and treatment decisions and for verifying any information relied upon before acting on it. Nothing in the Content constitutes medical advice, diagnosis, or treatment, and the Technology is not cleared or approved as a medical device by any regulatory authority.
3. The information provided in the Content is intended to help to educate patients, providers and related personnel. Licensee retains the sole responsibility for the diagnosis, care and treatment of patients under the care of Licensee and must use his or her own judgement and expertise for such purpose. Licensor and its affiliates are not responsible in any way should you decide to follow any information in the Content. Licensor does not provide medical advice, diagnosis, or treatment.
4. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Reliance on any information provided in the Content is solely at your own risk.

You agree to indemnify, defend, and hold harmless Licensor, its affiliates, officers, agents, employees, and permitted successors and assigns (collectively, “Indemnified Party”) from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney fees and costs, arising out of or in any way connected with your (a) use or misuse of the Technology; (b) violation of this Agreement; (c) violation of any rights of a third party, including, but not limited to, intellectual property rights; or (d) negligent or wrongful conduct. You shall not settle any claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed.

This indemnification clause will survive the termination or expiration of this Agreement and will continue to be effective until all claims under this indemnification clause are fully, finally, and conclusively resolved.

The Content may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Content to, or make the Content accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Content available outside the U.S.

From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation, or responsibility for any part of any such correspondence or promotion.

Licensor does not warrant the integrity of the internet service or computing systems used to access the Licensor data by You, Your provider or any third party. You are responsible for implementing appropriate safeguards to protect the confidentiality, integrity, and availability of Your information.

(a) HIPAA status.Except where Licensor has entered into a written business associate agreement with an institutional customer, in which case that agreement governs to the extent of any conflict, Licensor is not a “covered entity” or “business associate” as those terms are defined in the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and the implementing Omnibus regulations promulgated thereto.

(b) Licensee’s responsibility for de-identification. Licensee shall describe clinical cases in de-identified terms and shall not submit protected health information to or through the Technology, except under and in accordance with a written business associate agreement with Licensor. Licensee is solely responsible for removing identifying information before submission.

(c) Licensor’s practice.Information submitted to or through the Technology is processed using infrastructure configured for zero data retention. It is processed solely to generate a response and is not retained by Licensor or by Licensor’s model provider. Licensor will not retain any identifiable health data transmitted to or through the Technology. Submissions are never used to train artificial intelligence models. Licensor does not sell Licensee’s submissions, publish them, or otherwise make them available to the public or to other users.

1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware, in each case located in Wilmington, Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
2. Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor’s reasonable control.
3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given on the date sent via email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to Licensee at the email address you provided at registration and to Licensor at [cohen@nsatlas.com] (or to such other email address as may be designated by a party from time to time in accordance with this Section 22(c)).
4. This Agreement, together with the Site and any exhibits attached hereto, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, provided that where Licensee has entered into a separate written enterprise or institutional agreement with Licensor, that agreement governs and controls over this Agreement to the extent of any conflict.
5. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 22(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
7. Licensor may amend the terms of this Agreement from time to time and will provide you with notice of any such amendments. If you do not agree to be bound by any such amendment, you may terminate the Agreement pursuant to Section 13(c) of the Agreement. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
8. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
9. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
10. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.