Terms of Use

1. Introduction

Welcome to the Terms of Use ("Terms") for Asclep Inc.'s Transparent and Insightful Clinical Diagnostic Assistant (TICDA). TICDA is a multi‑modal diagnostic assistant that leverages patient clinical information—including medical notes, diagnostic images, and audio recordings—to generate diagnostic suggestions and patient reports to assist clinicians in making informed decisions. These Terms govern your access to and use of TICDA and any related services (collectively, the "Services"). By using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

TICDA is provided for informational and research purposes only. It does not replace professional medical advice, diagnosis, or treatment, and no doctor‑patient relationship is created by your use of TICDA.

2. Eligibility and User Account

You must be at least 18 years of age and legally capable of entering into a binding contract to use TICDA. If you use TICDA on behalf of an organization or another individual, you represent that you have the authority to bind that entity or person to these Terms.

To access certain features of TICDA, you may be required to register for a user account ("User Account"). You agree to provide accurate and complete information during registration and to update such information as necessary. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Unauthorized use of your User Account is strictly prohibited.

3. Definitions

"Content" refers to all text, data, information, graphics, images, audio, video, reports, and other materials available on or generated by the Services.

"User Content" means any content that you upload, post, submit, or otherwise provide through the Services.

"TICDA Content" means any content generated by or provided through TICDA, including diagnostic suggestions and patient reports, subject to the limitations described herein.

4. Use of the Services

TICDA is provided solely for informational and research purposes and is not a substitute for professional medical advice. You acknowledge that:

• TICDA does not constitute medical advice, diagnosis, or treatment, and no doctor‑patient relationship is formed.
• You are solely responsible for any decisions or actions taken based on information provided by TICDA.
• If you have any medical concerns or questions, you must consult a qualified healthcare provider.

You agree to use TICDA only for lawful purposes and in compliance with these Terms and all applicable laws and regulations.

5. User Responsibilities and Prohibited Conduct

You agree that you will not, and will not permit others to:

• Upload or transmit any content containing personally identifiable information or Protected Health Information (PHI) unless it has been appropriately de‑identified in accordance with applicable laws.
• Use the Services in any manner that is fraudulent, harmful, or in violation of any applicable law.
• Interfere with or disrupt the operation of TICDA or the networks or systems used to provide the Services.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of TICDA.
• Share your User Account credentials with any third party or allow unauthorized access to your account.

6. Content Ownership and License Grants

6.1 Ownership

All TICDA Content and other materials provided through the Services are the exclusive property of Asclep Inc. or its licensors. Nothing in these Terms grants you any rights in or to such intellectual property except for the limited licenses expressly granted below.

6.2 License to Use TICDA

Subject to your compliance with these Terms, Asclep Inc. grants you a limited, non‑exclusive, non‑transferable license to access and use TICDA solely for your internal, non‑commercial purposes. You may not modify, reproduce, distribute, or create derivative works based on TICDA Content without our prior written consent.

6.3 User Content License

By providing User Content through TICDA, you grant Asclep Inc. a worldwide, irrevocable, royalty‑free license to use, reproduce, modify, distribute, and display such content solely for the purpose of operating, maintaining, and improving the Services.

7. Disclaimers and Limitation of Liability

7.1 No Medical Advice

TICDA is offered on an "as is" basis and is provided for informational purposes only. It is not intended to provide medical advice, diagnosis, or treatment. Under no circumstances shall TICDA be relied upon as a substitute for professional medical advice.

7.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASCLEP INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ACCURACY. ASCLEP INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR‑FREE.

7.3 Limitation of Liability

IN NO EVENT SHALL ASCLEP INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS, OR USE) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF TICDA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO CEASE USING THEM.

8. Indemnification

You agree to indemnify, defend, and hold harmless Asclep Inc., its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (i) your breach of these Terms, (ii) your use of the Services, or (iii) your violation of any rights of a third party.

9. Termination

You may terminate your User Account at any time by following the procedures provided within the Services. Asclep Inc. may suspend or terminate your access to TICDA immediately and without notice if you breach any of these Terms. Upon termination, all licenses granted to you under these Terms will immediately cease, and you must promptly discontinue all use of the Services.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Any disputes arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered in accordance with the applicable rules in Delaware. Both parties waive any right to a trial by jury or to participate in a class action.

11. Third-Party Content and Links

The Services may contain links to or display content from third-party websites, applications, or services ("Third-Party Materials"). These Terms do not apply to such Third-Party Materials. Asclep Inc. is not responsible for the content or practices of any third party, and your use of such materials is at your own risk. Please review the terms and privacy policies of any third-party sites you visit.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms caused by events beyond their reasonable control, including but not limited to natural disasters, acts of war, terrorism, strikes, or governmental actions. In such event, the affected party's performance shall be suspended for the duration of the force majeure event.

13. Modifications to These Terms

Asclep Inc. reserves the right to modify these Terms at any time. Any modifications will be effective immediately upon posting on the Services. Your continued use of TICDA following the posting of any changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

14. General Provisions

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Asclep Inc. regarding your use of TICDA and supersede all prior agreements or understandings, whether written or oral.

Assignment: Asclep Inc. may assign or transfer these Terms or any rights or obligations hereunder without your consent. You may not assign these Terms without our prior written consent.

Notices: All notices under these Terms shall be in writing and sent to the contact information provided in Section 15 below, or via email as specified by Asclep Inc.

15. Contact Information

If you have any questions, concerns, or feedback regarding these Terms or the Services, please contact us at:

• Email: baeksw98@asclep.org
• Postal Address: 16192 Coastal Highway, Lewes, DE 19958
• Phone: (+1) 302-645-9999