Terms of Use

EFFECTIVE DATE: JULY, 2023

Welcome to Carpl.AI! These Carpl.AI Terms of Use (“Terms”) are a binding contract between you and Carpl.AI, Inc. (“Carpl.AI,” “we” and “us”) that sets forth your rights and responsibilities for accessing the information available on our website. “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are agreeing to these terms on behalf of a party that you represent (e.g., your employer, your business or another entity), you represent and warrant that: (i) you have full legal authority to bind such other party to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at: dhruv.sahai@carpl.AI Carpl.AI is an end-to-end discovery, exploration, validation and deployment platform for medical imaging AI, and provides single window access to all the tools needed to CREATE, TEST, and DEPLOY world-class medical imaging AI solutions that create TRUE CLINICAL IMPACT on Medical Imaging.

While we may provide information, tools or third-party links for your convenience (“Content”), you are ultimately responsible for independently determining whether any content is appropriate for your use. By using Carpl.AI, you are agreeing to be bound by these Terms. If you do not agree to these Terms, do not use or access Carpl.AI. PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 14. IT AFFECTS HOW DISPUTES ARE RESOLVED. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE CARPL.AI’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 14.

These Terms are effective as of the date you first click “I agree”/ “accept” (or similar button or checkbox) or use or access our Services, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these terms by clicking “I agree”/ “accept” (or similar button or checkbox). By accessing, you are also agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

1. Applicability of these Terms.

• Services.

These Terms govern your access to and use of our Services. Your access to and use of our Services is also subject to Our Policies, such as our Privacy Policy.

• Additional Terms.

Some Services may be subject to additional terms set forth in a Master Services Agreement, Order Form or other negotiated terms between you and us (the “Additional Terms”), which Additional Terms are incorporated as if set forth herein. In the event of a conflict between these Terms and the Additional Terms, the Additional Terms will govern unless otherwise specified therein.

2. Eligibility and Registration.

• Eligibility Requirements.

Before you access or use our Services, you must ensure that such access/ use is in compliance with all Laws applicable to you. Your right to access the Services is revoked to the extent your use thereof is prohibited or to the extent our provision thereof conflicts with any applicable Law, rule or regulation.

• Age Requirement.

The Services are not targeted towards, nor intended for use by, anyone under the age of majority in any jurisdiction. By accessing/ using the Services, you represent and warrant to us that you are 18 years of age or older, or at least the age of majority in the jurisdiction where you are located.

• Your Responsibilities.

You are solely responsible for the activity undertaken by you, regardless of whether the activities are undertaken by you, your employees, any third party (including your contractors or agents), your licensees, or your customers. You are responsible for notifying your employees, agents, and others related to your access/ use of the Services of the provisions of these Terms, including where these Terms are binding on them.

3. Services Subscription.

You may access and use the Services, as applicable, only in accordance with these Terms, Our Policies, any applicable documentation, any agreed Additional Terms and applicable Laws. You will:

• be solely responsible for all access/ use of the Services and documentation and any other information made available to us by or for you through the access/ use of the Services under these Terms and each software application or service you make available to your end users that interfaces with the Services (each, a “Customer Application”);
• not rent, lease, distribute, sell, sublicense, transfer or provide access to the Services to any third party (except to make the Services available to your end users in connection a Customer Application as permitted under these Terms) or offer them on a standalone basis
• be solely responsible for all acts, omissions and activities of anyone who accesses or otherwise uses any Customer Application (“End User”), including End Users’ compliance with these Terms, the applicable documentation, Our Policies and any agreed Additional Terms;
• not interfere with or otherwise circumvent mechanisms in the Services intended to limit your use;
• not reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable Law (and then only upon advance notice to us);
• not remove or obscure any proprietary or other notices in any Service;
• not use the Services for competitive analysis or to develop or build similar or competitive products or services, whether directly or indirectly through a third party;
• use the Services to develop foundation models or other large scale models that compete with Carpl.AI
• use any method to extract data from these services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API;
• not publicly disseminate information regarding the performance of the Services; (i) not introduce into Our Technology any Malicious Code or content that is illegal under any applicable law; or
• not encourage or assist any third party to do any of the foregoing. Our Services are not intended for us in, or association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage, and you are solely responsible for liability that may arise in connection with such use.

4. Proprietary Rights.

• Carpl.AI’s Technology.

We or our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology (including the Services) and all other Carpl.AI Materials provided by us to you. Except for the licenses expressly set forth herein, you obtain no rights under these Terms from us, our affiliates or our licensors to the Services or any related intellectual property rights owned or licensed by us

• Your Data Compliance Obligations.
• You represent and warrant to us that:
• you have provided any legally required privacy notices to end users of your products or services that use our Services, including ensuring such notices include accurate and complete disclosures concerning the processing activities contemplated by these Terms that comply with applicable Laws;
• you have obtained any required verifiable parental consent under the Children’s Online Privacy Protection Act (COPPA) or similar Laws; and
• Your use as you authorize in these Terms does not contain any Malicious Code and will not violate
• (i) any Laws,
• (ii) any third-party intellectual property, privacy, publicity or other rights.
• We assume no responsibility or liability for and you are solely responsible for the consequences of using the Services.
• Trademarks

You grant us permission to include your name, logos, and trademarks in our promotional and marketing materials and communications.

• Third Party Software Products.

Third-party software products are licensed to you by Carpl.AI subject to the terms and conditions of any third-party software manufacturer or developer license agreement applicable to the particular third-party software product. As the third-party software products are created, developed, and provided by a third-party, Carpl.AI can only provide such license rights as permitted by the third party.

• Open Source Materials.

The Services may contain open source materials. You acknowledge that specific terms required by those open source materials may apply to their use. Carpl.AI shall make reasonable efforts to include these terms in applicable documentation; however, these terms will not: (a) impose any additional restrictions on your use of the Services, or (b) negate or amend Carpl.AI’s responsibilities with respect to the Services.

5. Third-Party Products and Services.

The Services may include links to third-party websites, services or other resources on the Internet, and third-party websites, services or other resources may include links to our Services as well. When you access third-party resources on the Internet, you do so at your own risk. These third-party resources are not under our control, and we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. You may also choose to use or procure third-party products or services in connection with our Services. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider. We disclaim all liability and responsibility for any third-party products or services (whether support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors, and we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party resource.

6. Confidentiality

• Definition

To the extent you receive or possess any non-public information from us that is designated confidential or, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, such information is our “Confidential Information” and must be handled according to these Terms. Confidential Information includes but is not limited to: (a) non-public, confidential, proprietary or competitively sensitive information, including information about our technology, customers, business plans, marketing and sales activities, finances, operations and other business information; and (b) the existence and content of our discussions or negotiations with you. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt of such information from us; (iii) is received from a third party who did not acquire or disclose the information by a wrongful or tortious act or by violating the rights of us or third parties; or (iv) can be shown by documentation to have been independently developed by you without reference to our Confidential Information.

• Confidentiality Obligations.

You may not use Confidential Information except in connection with your use of the Service as permitted under these Terms or as separately authorized in a signed writing by us. You agree to not disclose Confidential Information (i) during the Subscription Term; or (ii) after you cease using the Services and these Terms otherwise no longer apply. You will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, including at least the measures you take to protect your own confidential information of a similar nature.

7. Security and Data Privacy.

• Security and Certifications

We implement and maintain physical, technical and administrative security measures designed to protect your data from unauthorized access, destruction, use, modification or disclosure. We also maintain a compliance program that includes independent third-party audits and certifications.

• Privacy

We collect certain data and information about you in connection with your use of the Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with to our Privacy Policy (https://carpl.ai/privacy-policy), which you acknowledge. We are always striving to improve the Services and, in order to do so, we use analytics techniques to better understand how our Services are being used. These techniques and the type of data collected is also detailed in our Privacy Policy.

• Feedback

If you provide any feedback to us concerning the functionality or performance of the services offered by Carpl.AI (including identifying potential errors and improvements) (collectively, “Feedback”), you hereby assign to Carpl.AI all right, title and interest in and to the Feedback, and Carpl.AI is free to use such Feedback without payment or restriction.

8. Temporary Suspension

• Suspension

We may suspend your right to access or use any portion of the Services immediately upon notice to you if we determine: (a) you or your End User’s use of the Services (i) poses a security risk to the Services or any third party; (ii) could adversely impact our systems, the Services or the systems or content of any other Carpl.AI customer; (iii) could subject us, our affiliates or any third party to liability; or (iv) could be fraudulent; (b) you are, or any End User is, in breach of these Terms; (c) you are in breach of your payment obligations under Section 5; or (d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

9. Termination

Carpl.AI reserves the right, in our sole discretion, to change, suspend, discontinue or terminate access to any or all of the Services provided to you or these Terms at any time, for any reason, with or without notice. We will not be liable to you for the effect that any changes to the Services or these Terms may have on you.

10. Warranty Disclaimer.

THE SERVICES, INCLUDING WITHOUT LIMITATION ANY CONTENT DELIVERED AS A PART THEREOF, ARE PROVIDED ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS. CARPL.AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND SERVICES AND ALL CONTENT DELIVERED IN CONNECTION THERETO, INCLUDING BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE; OR (C) ANY WARRANTY OR GUARANTY RELATING TO AVAILABILITY, ACCURACY, ERROR RATE, SYSTEM INTEGRITY OR UNINTERRUPTED ACCESS. WE DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

11. Indemnification

You are responsible for your use of the Services, and you will defend, indemnify and hold harmless us and our employees, officers, directors, agents, contractors, and representatives from all Losses (including reasonable attorneys' fees and costs) that arise from or relate to: (i) your or any End Users’ breach of Section 3 (Your Services Subscription); (ii) a Customer Application, including, without limitation, any claims that a Customer Application, or your or any End User’s use of a Customer Application, infringes or misappropriation of a third party’s intellectual property rights (including personality, publicity or privacy rights); (iii) breach of these Terms or violation of applicable Law by you; (iv) your gross negligence or willful misconduct; (v) Your Content (including your making Your Content available to others through the Services); or (vi) any claim that your access to or use of the Services infringes any third party’s rights, including any Excluded Claim but not including any claims for which we indemnify you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without limiting your indemnification obligations with respect to that matter, in which event you will make best efforts to assist and cooperate with us in defending the matter at your expense.

12. Limitation of Liability

• Consequential Damages Waiver.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL, LOST OPPORTUNITY COSTS, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE AND SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

• Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR TO THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM.

• Risk Allocation

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties or exclusion of damages is intended to and does allocate the risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between you and us. Each of these provisions is severable and independent of all other provisions of these Terms. The limitation in this section will apply even if any limited remedy fails for its essential purpose.

13. Dispute Resolution and Arbitration.

• Arbitration

In the interest of resolving disputes between you and Carpl.AI in the most expedient and cost-effective manner, and except as described in Section 14.7, you and Carpl.AI agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms, if applicable. You understand and agree that, by entering into these Terms, you and Carpl.AI are each waiving the right to a trial by jury or to participate in a class action or class arbitration.

• Arbitration Rules.

Any arbitration between you and Carpl.AI will be administered by a sole arbitrator in accordance with the Federal Arbitration Act (“FAA”). Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted.

• Arbitration Requirements

Any arbitration hearing will take place at a location to be agreed upon in Delaware U.S.A. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

• Enforceability

If any portion of this Section 13 is found to be unenforceable, then that portion will be null and void and the remainder of this Section 13 will reasonably remain in effect. In such an event, if Section 13 cannot reasonably remain in effect as a whole, you and Carpl.AI agree that the exclusive jurisdiction and venue described in Section 14.4 will govern any action arising out of or related to these Terms.

14. Miscellaneous Provisions.

• Updates and Modifications

Carpl.AI reserves the right to update, change or otherwise modify these Terms at any time and in Carpl.AI’s sole discretion. If Carpl.AI updates these Terms, Carpl.AI may provide notice of such updates, such as by sending an email notification to the email address listed in your Account and/or updating the “Last Updated” date at the beginning of these Terms. Updates will be effective on the date specified in the notice. By continuing to use or access the Services after the date specified in the notice or updated Terms, you are agreeing to accept and be bound by the updated Terms and all of the terms incorporated therein. If you do not agree to the updated Terms, then you may not continue to use the Services and your sole and exclusive remedy is to deactivate your Account and otherwise discontinue use of the Website and/or Services.

• General

These Terms, including all documents expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof. Any use of the singular will be reasonably construed as if it also includes the plural, and vice versa. If not already specified, any use of “including” or “such as” will be construed to mean “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.

• Assignment

You may not assign, transfer or delegate these Terms or any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms except as expressly provided above will be null and void. We may assign, transfer or delegate these Terms or our rights or obligations under these Terms without notice or consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for compliance with these Terms. Subject to the above, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

• Governing Law

These Terms and any dispute related thereto are governed by the Laws of the State of Delaware without regard to conflict of laws provisions thereof. You and Carpl.AI submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Delaware for resolution of any lawsuit or court proceeding permitted under these Terms.

• Injunctive Relief; Enforcement

Notwithstanding the provisions of Section 13 (Dispute Resolution and Arbitration) and 14.4 (Governing Law), nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

• Notice

You must send notices by certified U.S. Mail or by Federal Express (signature required and return receipt requested) to: Carpl.AI, Inc., 10642 N Portal Avenue, Cupertino, CA 95014, USA. You agree to receive electronic notices from us, which will be sent by email to the primary email address then associated with your Account. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address associated with your Account is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.

• Consent to Electronic Communications.

By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

• Relationship of the Parties.

The parties are independent contractors with respect to one another, and nothing in these Terms will create any association, partnership, joint venture or agency relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

• Force Majeure.

Carpl.AI will not be liable for any delay or non-performance under these Terms due to events which are beyond Carpl.AI’s reasonable control such as a strike, blockade, war, act of terrorism, natural disaster, quarantine, epidemic, pandemic, failure or diminishment of power or telecommunications or data networks or services or other unforeseen change in circumstances.

• No Third-Party Beneficiaries.

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

15. Definitions

• “Affiliates” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting interests of the entity.
• “Carpl.AI Materials” means the names, logos, trademarks, trade dress, arrangements, visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services and all other proprietary materials owned or licensed by Carpl.AI.
• “Feedback” means comments, questions, ideas, suggestions, data or other feedback relating to the Services or Beta Releases
• “Laws” means all applicable state, local, federal and international laws, rules, regulations and conventions, including those related to data privacy and data security.
• “Losses” means any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees).
• “Malicious Code” means any computer virus, Trojan horse, worm, time bomb, or other similar code or hardware component designed to disable, damage, or disrupt the operation of, permit unauthorized access to, erase, destroy, or modify any software, hardware, network, or other technology.
• “Offerings” means our products, services (including online and/or mobile services), applications, software, SDKs, APIs, account portal, documentation, models and anything else we make available for use.
• “Order Form” means any applicable ordering document between the parties that specifies mutually agreed upon rates for Services and other commercial terms.
• “Our Policies” means our Privacy Policy and any such terms that may be updated from time to time on our website, and (unless otherwise specified) any other policies or terms referenced in these Terms or described within the Services.
• “Our Technology” means the Services and any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate any Feedback
• “Services” means our Websites and Offerings.
• “Websites” means our Carpl.AI owned or operated websites such as Carpl.AI