End User License Agreement (“EULA”)

Viz.ai App End User License Agreement (“EULA”)

Rev. 2.1 2020 05

Please read this EULA carefully before downloading or using the Viz.ai, Inc. (“Viz”) mobile application (“App”). This EULA governs your use of the App, which will allow you to access the Viz.ai services (“Services”) made available to you as an authorized user through a hospital or health care system’s existing agreement governing such Services (“Subscription Agreement”). To the extent that this EULA conflicts with the Subscription Agreement, the terms of this EULA will apply to you. Your use of the App indicates your consent to the EULA.

  1. License.  Subject to this EULA, we grant you a non-exclusive, non-transferrable license to use the App to access and use the Services. You represent and warrant that you will only use the App and Services if you are a medical specialist with the requisite clinical expertise to use the App and Services.
  2. Indications for Use. Indications for use can be found here: https://www.viz.ai/indications-for-use/
  3. Usage Restrictions.  You agree you will not, nor will you encourage others or assist others to, harm the Services or use the Services to harm others.  For example, you must not use the Services to harm, threaten, or harass another person, organization or Viz.ai and/or to build a similar service.  You must not:  (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Viz) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal. As part of our efforts to protect the Service, protect our customers, or to stop you from breaching this EULA, we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services. We also reserve the right to deactivate, change and/or require you to change your Viz user ID. You are responsible for ensuring that your use of the Services complies with all applicable laws, statutes, regulations or rules. You will not, and will not permit any person to (i) copy or duplicate the App; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which the App is compiled or interpreted, and you acknowledge that nothing in this EULA will be construed to grant you any right to obtain or use such source code; (iii) modify the App or create any derivative product from the App; or (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, your rights under the EULA. You will not use the App except in compliance with this EULA. You agree that you will not use or encourage others to use the App in a way that could harm or impair others’ use of the App.
  4. Investigational Use. If an App is labelled as “Investigational Use Only” or similar on the user interface of the App or associated documentation, you acknowledge that the App is for investigational use only and should not be used in clinical diagnosis, patient management, or an investigation that is not exempt from 21 CFR part 812.
  5. Retained Rights. As between Viz and you, Viz retains all right, title and interest in the App, including all copies thereof in any form or medium, whether now known or existing or hereafter developed, and further including all pricing methodologies, models, programs, analytical tools, algorithms, software tools and related methodologies, its copyrights, patents, trade secrets, trademarks or trade names therein. Except to the extent granted herein, you acquire no rights in any of the foregoing.
  6. Content. The information you enter into the Services, including files you upload and messages you enter, are referred to as your “Content”.  We don't control, verify, or endorse the Content that you or others put on the Services.  You are responsible for: (a) all Content you place in your Services and share through the Services and (b) making sure that you have all the rights you need to the Content.  In addition, by storing, using or transmitting Content you cannot and will not violate any law or this EULA.  You agree to provide Viz (as well as agents or service providers acting on Viz’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by this EULA, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency. The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States.  However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.
  7. Copyright. Viz respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or this EULA and reserve the right to terminate the account(s) of violators. If you believe there has been a violation of your copyright, please contact legal@viz.ai or contact us by mail at 1819 Polk Street 293, San Francisco, CA 94109 Attention: Copyright Violation.
  8. Third-Party Services. The App and Services may be integrated with third-party applications and services (“Third Party Services”). Your access to and use of any Third Party Services, if any, including any goods, software, services or information made available from those Third Party Services, is governed by the terms and conditions applicable to those Third Party Services. Third Party Services are not owned or operated by Viz. YOUR USE OF THIRD PARTY SERVICES IS AT YOUR OWN RISK. VIZ MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, EQUITY, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SERVICES.
  9. Data. You acknowledge that Viz is continually improving, adjusting, and testing the App. You grant Viz a non-exclusive, perpetual, irrevocable license to use, reproduce, distribute, display and modify any data you enter into the App or the Services (“Data”) in order to (i) deliver the App and the Services to you and (ii) modify, adjust, test or improve the App and the Services and any algorithms or methods used to offer, operate, test, or design the App or the Services. Viz may aggregate Data with the data of other users where the identification of any particular user cannot be ascertained ("De-Identified Data") and may use such De-Identified Data for benchmarking, product improvement, development of new products, or for any other lawful purpose.
  10. Privacy. In order to operate and provide the Service and the App, Viz may collect certain information about you. Viz uses and protects that information in accordance with the Viz Privacy Policy (a current version of which can be found at https://www.viz.ai/privacy/). If you use any Third Party Services, Viz may pass information about you to the Third Party Services.
  11. Confidentiality. You acknowledge that in connection with the EULA, App, and Services, you have access to Viz’s proprietary and confidential information including the App itself and any documentation (“Confidential Information”). You agree that (i) all items of Confidential Information are proprietary to Viz and will remain its sole property; (ii) you will only use Confidential Information for the purposes described herein; (iii) you will not reproduce Confidential Information; (iv) you will hold in confidence and protect Confidential Information from dissemination as if it were your own confidential information; and (v) you will return or destroy all Confidential Information that is in your possession upon termination or expiration (as the case may be) of this EULA. Notwithstanding the foregoing, the provisions of this Section 5 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of you; (b) is rightfully communicated to you by persons not bound by confidentiality obligations with respect thereto; (c) is already in your possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (d) is independently developed by you.
  12. NO WARRANTY. THE APP, SERVICES, AND DOCUMENTATION ARE MADE AVAILABLE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND. VIZ SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VIZ DOES NOT WARRANT THAT THE APP, SERVICES, DOCUMENTATION, OR ANY OTHER INFORMATION, MATERIALS AND/OR DATA PROVIDED UNDER THE EULA WILL MEET YOUR REQUIREMENTS OR IS COMPLETE, ACCURATE OR ERROR-FREE. YOU SHALL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF VIZ. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP ANY OF YOUR DATA.
  13. iOS Application. In the event of Viz’s failure to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT  TO (A) THE APP AND (B) ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COST, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY.
  14. Android Application. GOOGLE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  15. Assumption of Risk; Professional Judgment. THE APP AND THE SERVICES DO NOT DIAGNOSE CONDITIONS AND ARE INTENDED ONLY AS A SUPPLEMENT TO YOUR KNOWLEDGE AND PROFESSIONAL JUDGMENT, FOR EXAMPLE BY IDENTIFYING FINDINGS SUGGESTIVE OF A LARGE VESSEL OCCLUSION. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY PROFESSIONAL DECISIONS YOU MAKE BASED UPON USE OF THE APP OR SERVICES. THE APP AND SERVICE ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGEMENT IN PATIENT DIAGNOSIS OR TREATMENT. YOU AGREE THAT YOU SHALL USE THE HIGHEST DEGREE OF CARE WHEN USING THE APP AND SERVICE, AND SHALL ANALYZE INFORMATION PROVIDED BY THE APP AND SERVICE IN LIGHT OF ALL OF THE OTHER AVAILABLE INFORMATION BEFORE RELYING ON SUCH INFORMATION OR MAKING DECISIONS REGARDING PATIENT CARE.  YOU ASSUME ALL RISK FOR THE CARE OF YOUR PATIENTS WHEN USING THE APP AND SERVICE AND VIZ SHALL NOT BE RESPONSIBLE FOR ANY LOSSES, INJURIES, DAMAGES OR OTHER CONSEQUENCES TO YOU OR YOUR PATIENTS RESULTING FROM SUCH USE. VIZ DOES NOT, NOR DOES IT INTEND TO, ENGAGE IN THE PERFORMANCE OR DELIVERY OF MEDICAL OR HEALTH CARE SERVICES.
  16. Indemnification. You agree to hold, harmless, indemnify, and, at Viz's option, defend Viz from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from your (i) use of the App or Services, and (ii) negligence or willful misconduct. You shall not settle any third-party claim against Viz unless such settlement completely releases Viz from all liability with respect to such claim or unless Viz consents to such settlement, and further provided that Viz will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
  17. Feedback.  You are under no obligation to provide any feedback to Viz regarding the App, the Services, or any other Viz products and services, and to the extent that you do provide such feedback you do so entirely voluntarily. You agree that any feedback or ideas you provide to us regarding the App, Services, or any of our other products or services or any suggested improvements thereto (together, “Feedback”) will be the exclusive property of Viz. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to us all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by us to perfect and enforce such rights. We will reimburse you for direct out of pocket costs incurred in complying with our requests.
  18. Limitation of Liability.  To the maximum extent permitted by applicable law, in no event shall viz be liable TO YOU for any indirect, consequential, special, or incidental damages, or other pecuniary loss, in any way arising out of or related to the APP, Services, or this Agreement, even if viz has been advised of the possibility of such damages.  The cumulative liability of viz to YOU for all claims arising from or relating to this Agreement shall not exceed one thousand dollars ($1,000.00).
  19. Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
  20. Consent to Electronic Communications and Solicitation. By downloading the App, and/or opting-in through notification settings, you authorize Viz to send you (including via email and push notifications) information regarding the Service and the App, such as: (a) notices about your use of the Service and the App, including notices of violations of use; (b) updates to the Service and App and new features or products; and (c) promotional information and materials regarding Viz’s products and services. You can review your account settings to adjust your messaging preferences or unsubscribe to some messaging by following instructions provided by Viz.
  21. Changes to this EULA. Viz reserves the right to modify this EULA. If Viz makes material changes to this EULA, we will notify you via the App. Your continued use of the App after Viz publishes notice of changes to this EULA indicates your consent to the updated terms.
  22. Suspension and Termination of the App. Viz reserves the right to suspend or terminate your access to the App at any time based on the status of your account under the Subscription Agreement. You understand that if your account is suspended or terminated, you will no longer have access to the content that is stored within the Service through the App.
  23. Contact Information. If you have any questions regarding this EULA, please contact Viz at legal@viz.ai.
  24. General. This Agreement will be governed by the laws of the State of California, without regard to, or application of, rules or principles regarding conflicts of law or the United Nations Convention on the International Sale of Goods.  For purposes of all claims brought under this Agreement, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the San Francisco, California. You acknowledge that Viz will have the right to seek an injunction if necessary to stop or prevent a breach of your obligations hereunder. In the event that Viz prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, Viz will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal.  Waiver of a breach of or right hereunder must be in writing and will not constitute a waiver of any other or subsequent breach or right. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. You may not assign this EULA without obtaining Viz's prior written consent and any attempted or purported assignment by you shall be null and void. This EULA together with the Subscription Agreement constitutes the entire agreement, understanding and representations, expressed or implied, of the parties with respect to the subject matters described herein, and supersedes all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters.

Viz.ai Training End User License Agreement (“EULA”)

Rev. 1.2 2020 05

Please read this EULA carefully before using the Viz.ai, Inc. (“Viz”) mobile application (“App”). This EULA governs your use of the App, which will allow you to access the Viz.ai services (“Services”). You agree that the App and Services are provided to you for evaluation only. Your use of the App indicates your consent to the EULA.

  1. Subject to this EULA, we grant you a non-exclusive, non-transferrable license to use the App to access and use the Services. You represent and warrant that you will only use the App and Services for evaluation purposes.
  2. Usage Restrictions. You agree you will not, nor will you encourage others or assist others to, harm the Services or use the Services to harm others.  For example, you must not use the Services to harm, threaten, or harass another person, organization or Viz.ai and/or to build a similar service.  You must not:  (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Viz) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal. As part of our efforts to protect the Service, protect our customers, or to stop you from breaching this EULA, we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services. We also reserve the right to deactivate, change and/or require you to change your Viz user ID. You are responsible for ensuring that your use of the Services complies with all applicable laws, statutes, regulations or rules. You will not, and will not permit any person to (i) copy or duplicate the App; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which the App is compiled or interpreted, and you acknowledge that nothing in this EULA will be construed to grant you any right to obtain or use such source code; (iii) modify the App or create any derivative product from the App; or (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, your rights under the EULA. You will not use the App except in compliance with this EULA. You agree that you will not use or encourage others to use the App in a way that could harm or impair others’ use of the App.
  3. Investigational Use. If an App is labelled as “Investigational Use Only” or similar on the user interface of the App or associated documentation, you acknowledge that the App is for investigational use only and should not be used in clinical diagnosis, patient management, or an investigation that is not exempt from 21 CFR part 812.
  4. Retained Rights. As between Viz and you, Viz retains all right, title and interest in the App, including all copies thereof in any form or medium, whether now known or existing or hereafter developed, and further including all pricing methodologies, models, programs, analytical tools, algorithms, software tools and related methodologies, its copyrights, patents, trade secrets, trademarks or trade names therein. Except to the extent granted herein, you acquire no rights in any of the foregoing.
  5. The information you enter into the Services, including files you upload and messages you enter, are referred to as your “Content”. We don't control, verify, or endorse the Content that you or others put on the Services.  You are responsible for: (a) all Content you place in your Services and share through the Services and (b) making sure that you have all the rights you need to the Content.  In addition, by storing, using or transmitting Content you cannot and will not violate any law or this EULA.  You agree to provide Viz (as well as agents or service providers acting on Viz’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by this EULA, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency. The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States.  However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.
  6. Viz respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or this EULA and reserve the right to terminate the account(s) of violators. If you believe there has been a violation of your copyright, please contact legal@viz.ai or contact us by mail at 1819 Polk Street 293, San Francisco, CA 94109 Attention: Copyright Violation.
  7. Third-Party Services. The App and Services may be integrated with third-party applications and services (“Third Party Services”). Your access to and use of any Third Party Services, if any, including any goods, software, services or information made available from those Third Party Services, is governed by the terms and conditions applicable to those Third Party Services. Third Party Services are not owned or operated by Viz. YOUR USE OF THIRD PARTY SERVICES IS AT YOUR OWN RISK. VIZ MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, EQUITY, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SERVICES.
  8. You acknowledge that Viz is continually improving, adjusting, and testing the App. You grant Viz a non-exclusive, perpetual, irrevocable license to use, reproduce, distribute, display and modify any data you enter into the App or the Services or analytics about your use of the App or the Services (“Data”) in order to (i) deliver the App and the Services to you, (ii) modify, adjust, test or improve the App and the Services and any algorithms or methods used to offer, operate, test, or design the App or the Services, (iii) to market products and services to you, including via the App, Services, and electronic mail, and (iv) as otherwise permitted pursuant to the Viz Privacy Policy (see link in Section 9 below). Viz may aggregate Data with the data of other users where the identification of any particular user cannot be ascertained ("De-Identified Data") and may use such De-Identified Data for benchmarking, product improvement, development of new products, or for any other lawful purpose.
  9. In order to operate and provide the Service and the App, Viz may collect certain information about you. Viz uses and protects that information in accordance with the Viz Privacy Policy (a current version of which can be found at https://www.viz.ai/privacy/). If you use any Third Party Services, Viz may pass information about you to the Third Party Services.
  10. You acknowledge that in connection with the EULA, App, and Services, you have access to Viz’s proprietary and confidential information including the App itself and any documentation (“Confidential Information”). You agree that (i) all items of Confidential Information are proprietary to Viz and will remain its sole property; (ii) you will only use Confidential Information for the purposes described herein; (iii) you will not reproduce Confidential Information; (iv) you will hold in confidence and protect Confidential Information from dissemination as if it were your own confidential information; and (v) you will return or destroy all Confidential Information that is in your possession upon termination or expiration (as the case may be) of this EULA. Notwithstanding the foregoing, the provisions of this Section 5 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of you; (b) is rightfully communicated to you by persons not bound by confidentiality obligations with respect thereto; (c) is already in your possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (d) is independently developed by you.
  11. NO WARRANTY. THE APP, SERVICES, AND DOCUMENTATION ARE MADE AVAILABLE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND. VIZ SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VIZ DOES NOT WARRANT THAT THE APP, SERVICES, DOCUMENTATION, OR ANY OTHER INFORMATION, MATERIALS AND/OR DATA PROVIDED UNDER THE EULA WILL MEET YOUR REQUIREMENTS OR IS COMPLETE, ACCURATE OR ERROR-FREE. YOU SHALL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF VIZ. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP ANY OF YOUR DATA.
  12. iOS Application. In the event of Viz’s failure to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT  TO (A) THE APP AND (B) ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COST, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY.
  13. Android Application. GOOGLE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  14. Assumption of Risk; Professional Judgment. THE APP AND THE SERVICES DO NOT DIAGNOSE CONDITIONS AND ARE INTENDED ONLY AS A SUPPLEMENT TO YOUR KNOWLEDGE AND PROFESSIONAL JUDGMENT, FOR EXAMPLE BY IDENTIFYING FINDINGS SUGGESTIVE OF A LARGE VESSEL OCCLUSION. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY PROFESSIONAL DECISIONS YOU MAKE BASED UPON USE OF THE APP OR SERVICES. THE APP AND SERVICE ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGEMENT IN PATIENT DIAGNOSIS OR TREATMENT. YOU AGREE THAT YOU SHALL USE THE HIGHEST DEGREE OF CARE WHEN USING THE APP AND SERVICE, AND SHALL ANALYZE INFORMATION PROVIDED BY THE APP AND SERVICE IN LIGHT OF ALL OF THE OTHER AVAILABLE INFORMATION BEFORE RELYING ON SUCH INFORMATION OR MAKING DECISIONS REGARDING PATIENT CARE. YOU ASSUME ALL RISK FOR THE CARE OF YOUR PATIENTS WHEN USING THE APP AND SERVICE AND VIZ SHALL NOT BE RESPONSIBLE FOR ANY LOSSES, INJURIES, DAMAGES OR OTHER CONSEQUENCES TO YOU OR YOUR PATIENTS RESULTING FROM SUCH USE. VIZ DOES NOT, NOR DOES IT INTEND TO, ENGAGE IN THE PERFORMANCE OR DELIVERY OF MEDICAL OR HEALTH CARE SERVICES.
  15. You agree to hold, harmless, indemnify, and, at Viz's option, defend Viz from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from your (i) use of the App or Services, and (ii) negligence or willful misconduct. You shall not settle any third-party claim against Viz unless such settlement completely releases Viz from all liability with respect to such claim or unless Viz consents to such settlement, and further provided that Viz will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
  16. You are under no obligation to provide any feedback to Viz regarding the App, the Services, or any other Viz products and services, and to the extent that you do provide such feedback you do so entirely voluntarily. You agree that any feedback or ideas you provide to us regarding the App, Services, or any of our other products or services or any suggested improvements thereto (together, “Feedback”) will be the exclusive property of Viz. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to us all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by us to perfect and enforce such rights. We will reimburse you for direct out of pocket costs incurred in complying with our requests.
  17. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall viz be liable TO YOU for any indirect, consequential, special, or incidental damages, or other pecuniary loss, in any way arising out of or related to the APP, Services, or this Agreement, even if viz has been advised of the possibility of such damages.  The cumulative liability of viz to YOU for all claims arising from or relating to this Agreement shall not exceed one thousand dollars ($1,000.00).
  18. Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
  19. Consent to Electronic Communications and Solicitation. By downloading the App, and/or opting-in through notification settings, you authorize Viz to send you (including via email and push notifications) information regarding the Service and the App, such as: (a) notices about your use of the Service and the App, including notices of violations of use; (b) updates to the Service and App and new features or products; and (c) promotional information and materials regarding Viz’s products and services. You can review your account settings to adjust your messaging preferences or unsubscribe to some messaging by following instructions provided by Viz.
  20. Changes to this EULA. Viz reserves the right to modify this EULA. If Viz makes material changes to this EULA, we will notify you via the App. Your continued use of the App after Viz publishes notice of changes to this EULA indicates your consent to the updated terms.
  21. Suspension and Termination of the App. Viz reserves the right to suspend or terminate your access to the App at any time based on the status of your account under the Subscription Agreement. You understand that if your account is suspended or terminated, you will no longer have access to the content that is stored within the Service through the App.
  22. Contact Information. If you have any questions regarding this EULA, please contact Viz at legal@viz.ai.
  23. This Agreement will be governed by the laws of the State of California, without regard to, or application of, rules or principles regarding conflicts of law or the United Nations Convention on the International Sale of Goods. For purposes of all claims brought under this Agreement, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the San Francisco, California. You acknowledge that Viz will have the right to seek an injunction if necessary to stop or prevent a breach of your obligations hereunder. In the event that Viz prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, Viz will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal.  Waiver of a breach of or right hereunder must be in writing and will not constitute a waiver of any other or subsequent breach or right. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. You may not assign this EULA without obtaining Viz's prior written consent and any attempted or purported assignment by you shall be null and void. This EULA together with the Subscription Agreement constitutes the entire agreement, understanding and representations, expressed or implied, of the parties with respect to the subject matters described herein, and supersedes all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters.

Viz.ai RECRUIT End User License Agreement (“EULA”)

Rev. 1.1 2020 05

Please read this EULA carefully before using the Viz.ai, Inc. (“Viz”) mobile application (“App”). This EULA governs your use of the App, which will allow you to access the Viz.ai services (“Services”). You agree that the App and Services are provided to you for research purposes only. Your use of the App indicates your consent to the EULA.

  1. License.  Subject to this EULA, we grant you a non-exclusive, non-transferrable license to use the App to access and use the Services for research purposes only. You represent and warrant that you will only use the App and Services for evaluation purposes.
  2. Usage Restrictions.  You agree you will not, nor will you encourage others or assist others to, harm the Services or use the Services to harm others.  For example, you must not use the Services to harm, threaten, or harass another person, organization or Viz.ai and/or to build a similar service.  You must not:  (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Viz) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal. As part of our efforts to protect the Service, protect our customers, or to stop you from breaching this EULA, we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services. We also reserve the right to deactivate, change and/or require you to change your Viz user ID. You are responsible for ensuring that your use of the Services complies with all applicable laws, statutes, regulations or rules. You will not, and will not permit any person to (i) copy or duplicate the App; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which the App is compiled or interpreted, and you acknowledge that nothing in this EULA will be construed to grant you any right to obtain or use such source code; (iii) modify the App or create any derivative product from the App; or (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, your rights under the EULA. You will not use the App except in compliance with this EULA. You agree that you will not use or encourage others to use the App in a way that could harm or impair others’ use of the App.
  3. Investigational Use. You acknowledge that the App is for investigational use only and should not be used in clinical diagnosis, patient management, or an investigation that is not exempt from 21 CFR part 812.
  4. Retained Rights. As between Viz and you, Viz retains all right, title and interest in the App, including all copies thereof in any form or medium, whether now known or existing or hereafter developed, and further including all pricing methodologies, models, programs, analytical tools, algorithms, software tools and related methodologies, its copyrights, patents, trade secrets, trademarks or trade names therein. Except to the extent granted herein, you acquire no rights in any of the foregoing.
  5. Content. The information you enter into the Services, including files you upload and messages you enter, are referred to as your “Content”.  We don't control, verify, or endorse the Content that you or others put on the Services.  You are responsible for: (a) all Content you place in your Services and share through the Services and (b) making sure that you have all the rights you need to the Content.  In addition, by storing, using or transmitting Content you cannot and will not violate any law or this EULA.  You agree to provide Viz (as well as agents or service providers acting on Viz’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by this EULA, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency. The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States.  However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.
  6. Copyright. Viz respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or this EULA and reserve the right to terminate the account(s) of violators. If you believe there has been a violation of your copyright, please contact legal@viz.ai or contact us by mail at 1819 Polk Street 293, San Francisco, CA 94109 Attention: Copyright Violation.
  7. Third-Party Services. The App and Services may be integrated with third-party applications and services (“Third Party Services”). Your access to and use of any Third Party Services, if any, including any goods, software, services or information made available from those Third Party Services, is governed by the terms and conditions applicable to those Third Party Services. Third Party Services are not owned or operated by Viz. YOUR USE OF THIRD PARTY SERVICES IS AT YOUR OWN RISK. VIZ MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, EQUITY, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SERVICES.
  8. Data. You acknowledge that Viz is continually improving, adjusting, and testing the App. You grant Viz a non-exclusive, perpetual, irrevocable license to use, reproduce, distribute, display and modify any data you enter into the App or the Services (“Data”) in order to (i) deliver the App and the Services to you and (ii) modify, adjust, test or improve the App and the Services and any algorithms or methods used to offer, operate, test, or design the App or the Services. Viz may aggregate Data with the data of other users where the identification of any particular user cannot be ascertained ("De-Identified Data") and may use such De-Identified Data for benchmarking, product improvement, development of new products, or for any other lawful purpose.
  9. Privacy. In order to operate and provide the Service and the App, Viz may collect certain information about you. Viz uses and protects that information in accordance with the Viz Privacy Policy (a current version of which can be found at https://www.viz.ai/privacy/). If you use any Third Party Services, Viz may pass information about you to the Third Party Services.
  10. Confidentiality. You acknowledge that in connection with the EULA, App, and Services, you have access to Viz’s proprietary and confidential information including the App itself and any documentation (“Confidential Information”). You agree that (i) all items of Confidential Information are proprietary to Viz and will remain its sole property; (ii) you will only use Confidential Information for the purposes described herein; (iii) you will not reproduce Confidential Information; (iv) you will hold in confidence and protect Confidential Information from dissemination as if it were your own confidential information; and (v) you will return or destroy all Confidential Information that is in your possession upon termination or expiration (as the case may be) of this EULA. Notwithstanding the foregoing, the provisions of this Section 5 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of you; (b) is rightfully communicated to you by persons not bound by confidentiality obligations with respect thereto; (c) is already in your possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (d) is independently developed by you.
  11. NO WARRANTY. THE APP, SERVICES, AND DOCUMENTATION ARE MADE AVAILABLE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND. VIZ SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VIZ DOES NOT WARRANT THAT THE APP, SERVICES, DOCUMENTATION, OR ANY OTHER INFORMATION, MATERIALS AND/OR DATA PROVIDED UNDER THE EULA WILL MEET YOUR REQUIREMENTS OR IS COMPLETE, ACCURATE OR ERROR-FREE. YOU SHALL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF VIZ. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP ANY OF YOUR DATA.
  12. iOS Application. In the event of Viz’s failure to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT  TO (A) THE APP AND (B) ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COST, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY.
  13. Android Application. GOOGLE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  14. Assumption of Risk; Professional Judgment. THE APP AND SERVICES ARE FOR RESEARCH PURPOSES ONLY. THE APP AND THE SERVICES DO NOT DIAGNOSE CONDITIONS. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY PROFESSIONAL DECISIONS YOU MAKE BASED UPON USE OF THE APP OR SERVICES. YOU ASSUME ALL RISK WHEN USING THE APP AND SERVICE AND VIZ SHALL NOT BE RESPONSIBLE FOR ANY LOSSES, INJURIES, DAMAGES OR OTHER CONSEQUENCES RESULTING FROM SUCH USE. VIZ DOES NOT, NOR DOES IT INTEND TO, ENGAGE IN THE PERFORMANCE OR DELIVERY OF MEDICAL OR HEALTH CARE SERVICES.
  15. Indemnification. You agree to hold, harmless, indemnify, and, at Viz's option, defend Viz from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from your (i) use of the App or Services, and (ii) negligence or willful misconduct. You shall not settle any third-party claim against Viz unless such settlement completely releases Viz from all liability with respect to such claim or unless Viz consents to such settlement, and further provided that Viz will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
  16. Feedback.  You are under no obligation to provide any feedback to Viz regarding the App, the Services, or any other Viz products and services, and to the extent that you do provide such feedback you do so entirely voluntarily. You agree that any feedback or ideas you provide to us regarding the App, Services, or any of our other products or services or any suggested improvements thereto (together, “Feedback”) will be the exclusive property of Viz. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to us all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by us to perfect and enforce such rights. We will reimburse you for direct out of pocket costs incurred in complying with our requests.
  17. Limitation of Liability.  To the maximum extent permitted by applicable law, in no event shall viz be liable TO YOU for any indirect, consequential, special, or incidental damages, or other pecuniary loss, in any way arising out of or related to the APP, Services, or this Agreement, even if viz has been advised of the possibility of such damages.  The cumulative liability of viz to YOU for all claims arising from or relating to this Agreement shall not exceed one thousand dollars ($1,000.00).
  18. Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
  19. Consent to Electronic Communications and Solicitation. By downloading the App, and/or opting-in through notification settings, you authorize Viz to send you (including via email and push notifications) information regarding the Service and the App, such as: (a) notices about your use of the Service and the App, including notices of violations of use; (b) updates to the Service and App and new features or products; and (c) promotional information and materials regarding Viz’s products and services. You can review your account settings to adjust your messaging preferences or unsubscribe to some messaging by following instructions provided by Viz.
  20. Changes to this EULA. Viz reserves the right to modify this EULA. If Viz makes material changes to this EULA, we will notify you via the App. Your continued use of the App after Viz publishes notice of changes to this EULA indicates your consent to the updated terms.
  21. Suspension and Termination of the App. Viz reserves the right to suspend or terminate your access to the App at any time based on the status of your account under the Subscription Agreement. You understand that if your account is suspended or terminated, you will no longer have access to the content that is stored within the Service through the App.
  22. Contact Information. If you have any questions regarding this EULA, please contact Viz at legal@viz.ai.
  23. General. This Agreement will be governed by the laws of the State of California, without regard to, or application of, rules or principles regarding conflicts of law or the United Nations Convention on the International Sale of Goods.  For purposes of all claims brought under this Agreement, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the San Francisco, California. You acknowledge that Viz will have the right to seek an injunction if necessary to stop or prevent a breach of your obligations hereunder. In the event that Viz prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, Viz will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal.  Waiver of a breach of or right hereunder must be in writing and will not constitute a waiver of any other or subsequent breach or right. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. You may not assign this EULA without obtaining Viz's prior written consent and any attempted or purported assignment by you shall be null and void. This EULA together with the Subscription Agreement constitutes the entire agreement, understanding and representations, expressed or implied, of the parties with respect to the subject matters described herein, and supersedes all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters.