Legal Disclaimer & Terms

Your Relationship with Aikenist

Your use of Aikenist's products, software (including but not limited to any and all versions, forms or renditions of QuickScan, QuickRad, QuickFlow), applications such as the AikenistApp and its website equivalent i.e. https://app.aikenist.com/, services, Devices and Website (referred to collectively as the "Services") excluding any services provided to You by AIKENIST under a separate written agreement, is subject to the terms of a legal agreement between You and Aikenist.

"Aikenist" or "Us" or "We" or "Our" means Aikenist.com Technologies Private Limited, company registration CIN U72900KA2019PTC128949 having its registered office at 007, Pushpanjali Apartments, 1st Cross, 1st Main, Chamarajpet, Bangalore KA 560018 IN and any of its subsidiaries and affiliates.

The Terms here explain the legal agreement between You and AIKENIST and set out the Universal Terms. Unless otherwise agreed in writing with Aikenist, Your legal agreement with AIKENIST will always include, at a minimum, the terms and conditions as set out hereinbelow and under the Acceptable Use Policy ("Universal Terms"). We reserve the right to modify and amend these Universal Terms from time to time at Our sole discretion, in which case the new Universal Terms will supersede prior versions. We shall post the modified version of these Universal Terms in this section of the Website. By using Our Services after changes have been posted, You agree to automatically accept those changes.

Your agreement with AIKENIST will also include the terms of any Additional Terms applicable to the Services. The Universal Terms together with the Additional Terms form a legally binding agreement between You and AIKENIST. Where Additional Terms apply to a Service, they shall take precedence over the Universal Terms in relation to that Service.

In order to use the Services, You must first agree to the Terms. You shall not use the Services if You do not accept the Terms. You can accept the Terms by:

• Clicking accept or agree to the Terms, where this option is made available to You by AIKENIST in the user interface for any Service; or
• By actually using the Services — AIKENIST will treat Your use of the Services in any manner whatsoever as acceptance of the Terms from that point onwards; or
• By accepting the Terms in writing under a written agreement between You and Aikenist.

You shall not use the Services if (a) You are not of legal age to form a legally binding contract with Aikenist; (b) You do not possess the requisite authority to bind any entity on whose behalf You are entering these Terms; or (c) You are a person barred from receiving the Services under applicable law. Before You continue, You should print or save a local copy of the Universal Terms for Your records.

"Data" means any and all information and materials, including Data of Users and End Users, submitted to the Services by You through Your Account or provided by You to AIKENIST in connection with Your use of the Services. Aggregated de-identified Data may be used for testing, improvement and development of the Services, and outputs may be used for publications and academic/research purposes.

"Devices" means laptops, desktops, mobile phones, any electronic device capable of using Aikenist's proprietary software, or any other device which contains Aikenist's proprietary software provided by Aikenist to the Customer. AIKENIST shall have a right to access the Devices periodically for scan count checks and routine maintenance. The Customer shall be obligated to return the Devices to Us within 30 days from date of demand.

Eligible Data — X-Ray Specifications

#	Criterion	Inclusion Requirement
1	Patient Age	6 years and above
2	Modality	CR / DR / DX
3	Study Description	Chest X-ray
4	Body Part Examined	Chest
5	Image View	AP / PA
6	Image Format	DICOM (.dcm)
7	Image Resolution	Minimum 1440×1440

Exclusions: Lateral X-rays · Incomplete lung field images · Non-chest X-rays · Patients below 6 years of age

Eligible Data — CT Scan Specifications

#	Criterion	Requirement
1	Series type	Non-contrast axial CT with consistently spaced axial slices
2	Reconstruction	Soft kernel covering complete brain
3	Slice thickness	Maximum 6mm
4	Patient age	More than 18 years

Exclusions: Post-operative defects · Burr holes/shunts/clips · Metal artifacts · Excessive motion artifacts · Improperly ordered or missing slices

"End User" means any person or entity other than You or Your Users with whom You interact using the Services.

"Personal Data" means information relating to an identified or identifiable natural person submitted by You to the Services as part of Data.

"Process" means any operation or set of operations performed on Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation, retrieval, disclosure, or destruction.

"User" means a designated user within the Services, including account administrators, employees, shareholders, auditors, lawyers, founders, and other designated users. "Website" means www.aikenist.com.

You shall be solely responsible for receiving all explicit or implicit consents, as required under applicable laws, from patients, Users, or similar Data owners. The responsibility of de-identification and anonymization of the Data shall solely vest with You before being processed on Our Services. Any Data processed by You on Our Services shall be presumed to be de-identified or anonymized by You as required under applicable laws.

You undertake and represent that You are well aware that: (i) Aikenist's Services are supportive medical image analysis tools which support radiologists in the diagnostic process by identifying some abnormalities which may be present in the medical image; (ii) Aikenist's Services are intended solely for investigational purposes and not for primary diagnosis; (iii) Aikenist's Services are intended for use only by appropriately qualified and trained medical personnel — board certified radiologists with a valid license to practice; and (iv) Aikenist's Services are intended for use only as a supplement to standard methods of interpreting radiological images.

AIKENIST specifically disclaims all responsibility for any liability, loss, or risk, personal or otherwise, which is incurred as a consequence, directly or indirectly, of the use of the Services or the application of any content contained or referenced therein.

i. You Represent and Warrant That You Shall Not:

• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third-party;
• Modify, adapt, re-engineer, replicate, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks;
• Use the Services to Process any Personal Data;
• Violate any law or regulation, including any applicable export control laws or privacy laws;
• Use the Services to store or process any content that infringes upon any person's intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; or
• "Crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services.

ii. Device Security

You represent and warrant that the electronic Devices, systems, and any other hardware or cloud computing provided or used by You for the Services are free from all known viruses, electronic repossessions and logic bombs, and all forms of disabling codes or applications that may affect the proper operation of the Services. You further warrant that You shall take all necessary steps to ensure Your Devices are up-to-date at all times.

iii. Anti-Corruption

You represent and warrant that You, Your affiliates, owners, directors, officers, employees, and agents will not at any time offer, promise, pay, or arrange for payment of a bribe or any benefit to any public official or third party in exchange for an improper advantage. You will act in full compliance with applicable anti-corruption laws and regulations including the Prevention of Corruption Act, 1988, FCPA, UK Bribery Act, and any other applicable legislation.

You acknowledge that the use of Aikenist's products, software, applications including the AikenistApp and Devices will at all times be pursuant to and only as detailed in the User manual provided along with the products, software, applications, and Devices, and as per the terms and conditions contained therein. We may update the User manual and terms and conditions periodically and undertake to provide all necessary support at Our sole discretion.

We may update Aikenist's products, software, applications, and Devices ("Update") at any time. However, in case the Update is not accepted, We shall not be responsible for any malfunction that could have been reasonably rectified through such Update. You shall, within five (5) business days from the Update, report any issues to Us. Upgrades which include new features or new findings shall be provided at an additional cost. Providing Updates and upgrades for any offline or on-premise deployment shall be at the sole discretion of Aikenist.

AIKENIST does not promise it will always update the Services so that it remains relevant to You or works with the Android and iOS versions You have installed. However, You promise to always accept Updates when offered. We may stop providing the Services and may terminate use of it at any time without notice. Upon any termination, (a) the rights and licenses granted to You in these terms will end; (b) You must stop using the Services, and (if needed) delete it from Your Device.

Each payment or deposit to be made by You to AIKENIST for use of Services shall be made by way of direct transfer into the current account of AIKENIST as per details provided by AIKENIST in writing. Customer shall forthwith provide AIKENIST proof of payment by way of direct transfer.

Each payment and deposit shall be made without set-off or counterclaim and free and clear of any deduction or withholding of any kind whatsoever. If You deduct income tax at source or withholding tax from payments to Aikenist, You shall do so at rates applicable to AIKENIST and shall issue TDS certificates forthwith.

In the event of any failure or delay in payment, You shall pay AIKENIST interest at the rate of 1.5% (one point five per cent) per month on the amount delayed for the period of such delay.

You shall submit a payment advice detailing the invoice(s) against which each payment is made, along with TDS details (if any), to contact@aikenist.com. Format: Invoice Date | Invoice No. | Gross Amount | TDS | Net Amount | Payment Date | UTR No. / NEFT No. / Bank Instrument No.

We shall not accept any protected health information or Personal Data as defined under applicable laws, except as set out under these Universal Terms. All Data shall be de-identified by You before being provided to Us or uploaded on Our Services. No Personal Data will be disclosed by You to Us. In the event We come into contact with any Personal Data, We shall not use such information for any purpose or disclose it to any third parties, except as required by applicable law.

You, including Your authorized personnel, shall view and Process the Data only on a need-to-know basis and only to the extent necessary to perform Your obligations under the Universal Terms or as expressly instructed by AIKENIST in writing. You agree to not disclose Data to third parties without having first received express written approval from Aikenist.

The Data Processing Agreement ("DPA") forms part of and is subject to these Universal Terms. You acknowledge and confirm Your acceptance to the terms and conditions as set forth in the DPA and agree to abide by the Customer obligations under the DPA.

You shall at all times maintain the secrecy of and shall keep confidential any and all information and documents which You may acquire in connection with use of Services ("Confidential Information") and shall not use or disclose such information except as required by law or for discharge of Your obligations under any agreement with AIKENIST. Confidential Information shall not include information which is presently in the public domain.

You shall not disclose any Confidential Information to any third party except to Your counsel, advisers, and government officials to the extent necessary for the purpose of performing transactions contemplated with AIKENIST, and only with prior written approval from Aikenist.

You shall return and/or destroy all Confidential Information received in Your possession or control as soon as You permanently stop using Services, but not later than seven (7) days from date of last such use, and shall cease to use any such Confidential Information. Proof in writing of such return, destruction, and cessation shall be provided by You.

You acknowledge that any breach of Confidential Information will cause irreparable injury to Aikenist, which cannot be compensated by monetary damages, and as such AIKENIST shall be entitled to seek injunctive relief against You for any threatened or actual breach of confidentiality.

Under a written agreement, AIKENIST may grant You certain rights/license to use Aikenist's products, software, or Devices solely for a purpose mentioned in the agreement. You shall not directly or indirectly transfer, assign, sub-license to any third party, or in any manner permit Aikenist's products, software, or Devices to be used outside the designated territory, beyond the designated use, or beyond designated Users.

You or Your representatives shall not, directly or indirectly, reverse engineer or aid or assist in the reverse engineering of all or any part of Aikenist's products, software, or Devices. Reverse engineering includes, without limitation, decompiling, disassembly, sniffing, peeling semiconductor components, or otherwise deriving source code.

You hereby acknowledge and confirm that all intellectual property rights relating to trademarks, service-marks, copyrights (including in Services), patents, and trade-names including Our corporate name, are owned by, licensed to, or belong to AIKENIST, and nothing herein shall be deemed to authorize You to use any of Aikenist's Intellectual Property.

(i) You hereby agree to indemnify, defend and hold harmless Us, Our employees, members, directors, managers, and officers from and against any loss, liability, damage, penalty, or expense including attorneys' fees and costs of defense which We may suffer or incur as a result of: any gross negligence or willful misconduct or fraud by You, Your employees, or agents; breach of the representations, warranties, and undertakings made under these Universal Terms or any agreement with AIKENIST; breach of confidentiality; or by the use of the Data in the Services.

(ii) In no event shall AIKENIST have any liability to You or any Users for any damages whatsoever, including direct, indirect, special, incidental, punitive, exemplary, or consequential damages, or damages based on lost profits, however caused and, whether in contract, tort, or under any other theory of liability, regardless of whether such damages were foreseeable or whether You were advised of the possibility of such damages.

(iii) The Services may include programs or code licensed under an Open-Source Software ("OSS") license model. OSS programs and code are subject to the terms, conditions, and obligations of the applicable OSS license, and are specifically excluded from all warranty and support obligations described elsewhere in these Universal Terms.

(iv) The Services may contain independent third-party products (software or hardware) which are not manufactured or developed by AIKENIST. AIKENIST makes no warranties either expressed or implied as to the accuracy of any such third-party products.

(v) The AIKENIST App may contain links to other websites or content belonging to or originating from third parties. Such external links are not investigated, monitored, or checked for accuracy, adequacy, validity, reliability, availability, or completeness by Us.

To the maximum extent permitted by applicable law, in no event shall AIKENIST be liable to You for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, wrong medical image tag detection, missed image tag detection (both omission and commission), confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty including of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Services, including but not limited to any clinical diagnosis, misdiagnosis, or consequences to patient well-being.

None of the individual authors, contributors, developers of these Terms, nor anyone else connected to AIKENIST, take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented by these Terms.

All information on the Services is provided in good faith, however AIKENIST does not warrant that the medical information in these Universal Terms is complete, true, accurate, up-to-date, or non-misleading. Neither does Aikenist assume legal liability or responsibility for the same. Any misuse or abuse of Aikenist's Services, Website, and mobile application is strictly prohibited.

The Services and documentation are made available to You "as is" and without warranty of any kind. AIKENIST specifically disclaims all warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Site may contain testimonials by Users of Our Services. These testimonials reflect the real-life experiences and opinions of such Users. However, the experiences are personal to those particular Users and may not necessarily be representative of all Users of Our Services. We do not claim, and You should not assume, that all Users will have the same experiences. YOUR INDIVIDUAL RESULTS MAY VARY.

The testimonials on the Site are submitted in various forms such as text, audio, and/or video, and are reviewed by Us before being posted. They appear on the Site verbatim as given by the Users, except for the correction of grammar or typing errors.

The views and opinions contained in the testimonials belong solely to the individual User and do not reflect Our views and opinions. We are not affiliated with Users who provide testimonials, and Users are not paid or otherwise compensated for their testimonials.

Any personal information provided to AIKENIST will be dealt with in accordance with Aikenist's privacy policy. Any information provided may be accessed by any employee of AIKENIST and its related companies in accordance with the requirements of Aikenist's privacy policy.

Assignment

Any rights or obligations hereunder may be assigned by AIKENIST without Your prior written consent. However, You shall not assign any rights or obligations hereunder without the prior written consent of Aikenist.

Entire Agreement

The Terms together constitute the entire agreement and supersede any and all prior agreements between You and AIKENIST with regard to the subject matter hereof.

Amendment

We may amend these Universal Terms from time to time. We will notify You of any material revisions not less than ten (10) days prior to the effective date of any amendments.

Severability; No Waiver

If any provision in these Universal Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions shall remain in effect.

Relationship of the Parties

The Parties are independent contractors. These Universal Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.

Survival

All clauses which, by their nature, are intended to survive, including without limitation clauses 1, 3, 7, 8, 9, 10, 11, 12, and 15, shall survive any termination of Aikenist's agreement with respect to use of the Services by You.

Governing Law & Jurisdiction

These Universal Terms shall be governed by and in accordance with the laws of India. Subject to the Dispute Resolution clause below, Parties submit to the exclusive jurisdiction of the courts at Mumbai.

Dispute Resolution

Any dispute arising under, relating to, or in connection with these Universal Terms shall be resolved by mediation first, failing which by arbitration in accordance with the arbitration rules of the Mumbai Centre for International Arbitration ("MCIA Rules"). The seat and venue shall be Mumbai. The language shall be English.

Class Action Waiver

Any Claim brought by You or Your Users against AIKENIST shall be in individual capacity only, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding.

Notices and Consent to Electronic Communications

All notices to be provided by AIKENIST to You may be delivered in writing by nationally recognized overnight delivery service or by electronic mail. Aikenist's address for a notice by courier is 7th Floor, Oberoi Commerz-II, International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon East, Mumbai, Maharashtra, 400063, India, with a CC to contact@aikenist.com.

Publicity Rights

You hereby grant AIKENIST the right to identify You as Aikenist's Customer on Aikenist's websites and/or marketing collateral and to include Your use of the Services in case studies and research.

Change in Law

AIKENIST shall not be liable for any increase in costs or reduction in net after Tax return or other financial burden arising as a result of Change in Law.

Aikenist does not warrant the information on this Website, which is provided "as is" without warranty of any kind, including without limitation, any warranty of design, merchantability or fitness for a particular purpose, and without warranty as to non-infringement or the performance or results You may obtain by using the information.

Aikenist Makes No Warranty That:

1. This Website will meet Your requirements;
2. The content/material on this Website will be uninterrupted, timely, secure, or error-free;
3. The results that may be obtained from use of this Website will be accurate or reliable;
4. The quality of any content/material or other information obtained by You through this Website will meet Your expectations; and
5. Any errors in the Website will be corrected.

Any material downloaded or otherwise obtained through the use of this Website is done at Your own discretion and risk, and You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.

In no event shall Aikenist be liable to You or any third party for any direct, indirect, incidental, consequential, special, or exemplary damages arising out of, in connection with, or relating to any use of this Website.

Pursuant to Our Universal Terms, this Acceptable Use Policy ("Policy") establishes the acceptable use requirements for Aikenist's Services, primarily the technology infrastructure used to provide such Services. Aikenist may revise this Policy from time to time in its sole discretion.

Users are permitted to use the Services and technology infrastructure of Aikenist solely for the purposes authorized in the applicable agreement under which Aikenist provides each User with such Services.

Prohibited Uses

You may not use, or facilitate or allow others to use, the Services:

• (a) for any illegal or fraudulent activity;
• (b) to violate the rights of others;
• (c) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
• (d) for any content or activity that promotes child sexual exploitation or abuse;
• (e) to violate the security, integrity, or availability of any User, network, computer or communications system, software application, or network or computing device;
• (f) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or "spam").

Reporting & Enforcement

Users and Customers must report all breaches of this Policy to Aikenist's DPO at contact@aikenist.ai. We may investigate any suspected violation of this Policy and Universal Terms and remove or disable access to any content or resource that violates this Policy or Universal Terms.

Please contact contact@aikenist.com for information on Aikenist's information security measures.