Terms and Conditions

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Last Updated: 14 September 2015

These Terms and Conditions (“Terms”) constitute a binding legal agreement between you (whether an individual or an entity) (“you,” “your,” or “User”) and Serenica AI. By accessing, registering for, subscribing to, using, or otherwise interacting with any portion of the Serenica AI telemedicine platform, software-as-a-service, websites, applications, APIs, plug-ins, documentation, and related services (collectively, the “Services” or the “Platform”), you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not access or use the Services.

1  — Definitions and Interpretation

In these Terms, unless the context requires otherwise, capitalised terms have the meanings set out herein. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. The words “including” and “includes” shall be deemed followed by “without limitation.”

2 — Scope of Services

Serenica AI provides access to large-language-model-driven telemedicine software, clinical decision support tools, administrative and communications tools, and related AI-driven functionality as described on the Platform. The Services permit authorised Users to exchange health-related information with licensed clinicians, to receive automated outputs, and to access analytics, scheduling, record-keeping, and other features. Serenica AI does not guarantee any particular clinical outcome or result.

3 — Acceptance and Eligibility

You represent, warrant, and covenant that you are legally capable of entering into a binding contract under English law. Users must be at least eighteen (18) years old (or such greater age as required in applicable jurisdictions) and able to lawfully receive the Services. Organisations accessing Services on behalf of individuals warrant that they have all necessary consents and legal authority. We may refuse, suspend, or terminate access at our sole discretion.

4 — Registration / Accounts / Credentials

You shall provide accurate, current and complete information when registering and shall promptly update such information. You are responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account. We shall have no liability for losses arising from unauthorised account use where you have failed to comply with these obligations.

5 — Permitted an Prohibited Use

You shall use the Services only for lawful, authorised purposes in accordance with these Terms and any documentation provided by Serenica AI. You shall not: (a) reverse engineer, decompile, disassemble, or attempt to derive source code or model weights; (b) use the Services to develop competing products or to enable third-party model training; (c) upload, transmit or store material that is unlawful, harmful, defamatory, or that violates third-party rights; (d) interfere with or disrupt the integrity or performance of the Services; or (e) circumvent usage limits, security features, or billing controls. Any prohibited or abusive use may result in immediate suspension and forfeiture of fees.

6 — Medical Disclaimer / No Practice of Medicine by Serenica AI

The services are provided as technology, informational support, and administrative tools only. Notwithstanding any representation on the platform, Serenica AI does not provide medical advice, diagnoses, treatment, or professional healthcare services. Clinical advice or care provided through the platform is provided by licensed healthcare professionals (where applicable) or third-party clinical partners, and Serenica AI IS merely the technical platform facilitating such interactions. You should not rely on any AI-generated content or automated output; always seek qualified medical advice from a licensed healthcare professional. If you are experiencing a medical emergency, do not use the platform — call emergency services immediately.

7 — Limitations of AI Outputs

AI-generated outputs, predictions, recommendations, or summaries produced by the Services are inherently probabilistic and may be incorrect, incomplete, or biased. You assume all risk arising from reliance on such outputs. We do not warrant the accuracy, completeness, timeliness, reliability, or suitability of any AI output. We expressly disclaim responsibility for any clinical decision, action, or omission taken by you or any clinician based on content from the Services.

8 — Fees and Payment

Usage of certain Services requires payment of fees as set forth on the Site or in a separate ordering document. All fees are non-refundable except as expressly provided. You are responsible for all applicable taxes (other than taxes payable by Serenica AI in respect of its income). We may change fees upon reasonable notice; continued use following fee changes constitutes acceptance. Failure to pay may result in suspension or termination without liability to Serenica AI.

9 — Intellectual Property

Serenica AI and its licensors retain all right, title and interest in and to the Services, software, models, algorithms, documentation, interfaces, and all intellectual property (collectively, “Serenica IP”). No rights are granted other than the limited, non-exclusive, non-transferable licence to use the Services as expressly provided. You shall not remove or obscure any proprietary notices. You warrant that any User Content you provide does not infringe third-party rights and that you have all necessary consents.

10 — User Content / License to Use

You retain ownership of content you submit to the Platform (“User Content”), but you grant Serenica AI a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to host, copy, analyse, transform, display, transmit and otherwise use User Content to provide, improve and develop the Services, to create aggregated and anonymised data, and for research and commercial purposes consistent with our Privacy Policy. You shall not upload or submit identifying records without lawful basis and necessary consents.

11 — Data Protection / Privacy

Processing of personal data is governed by our Privacy Policy. You acknowledge that Serenica AI may process personal data (including health data) as a controller or processor as described in the Privacy Policy and any Data Processing Agreements. You shall comply with applicable data protection laws and with any obligations to obtain consents and provide notices to data subjects. To the extent you instruct Serenica AI to process personal data on your behalf, you represent and warrant that you are authorised to provide such instructions.

12 — Confidentiality

Each party shall keep confidential any Confidential Information of the other and shall not disclose it except to affiliates, contractors and professional advisers who have a need to know and are bound to confidentiality. Confidential Information includes trade secrets, non-public pricing, product roadmaps, security controls, and non-public technical data. Confidentiality obligations do not apply to information that is (a) publicly available other than by breach, (b) known to the recipient prior to disclosure, (c) independently developed without use of the other party’s Confidential Information, or (d) required to be disclosed by law or court order (where permitted, notice to the disclosing party must be provided).

13 — Warranties and Disclaimers

Serenica AI expressly disclaims all other warranties, express or implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and quiet enjoyment. We do not warrant that the Services will be uninterrupted, error-free, or secure, nor that defects will be corrected. The Services are provided “as is” and “as available.” Nothing in these Terms affects any statutory rights you cannot exclude under applicable law.

14 — Limitation of Liability

To the maximum extent permitted by applicable law, subject to the exceptions set out below, Serenica AI’s aggregate liability arising out of or related to the terms, the services, or any transaction under these terms shall not exceed the total amount of fees paid by you to Serenica AI for the services giving rise to the claim in the past twelve (12) months preceding the claim or ten thousand pounds sterling (£10,000), whichever is greater. In no event shall Serenica AI be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including loss of profits, loss of business, loss of goodwill, loss of data, or interruption of business, even if Serenica AI has been advised on the possibility of such damages. Nothing in these terms shall limit or exclude liability for (A) death or personal injury resulting from the negligence of Serenica AI, or (B) liability arising from fraudulent misrepresentation, or (C) any other liability that cannot lawfully be limited or excluded under the laws of England and Wales.

15 — Indemnity

You shall indemnify, defend and hold harmless Serenica AI, its affiliates, officers, directors, employees and agents from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable legal costs) arising out of or in connection with: (a) your breach of these Terms; (b) your violation of applicable law; (c) your negligence, wilful misconduct or misuse of the Services; or (d) User Content you upload or transmit that causes third-party claims.

16 — Suspension and Termination

We may suspend or terminate access to the Services, without liability and at any time, for breach of these Terms, unlawful conduct, non-payment, or any conduct that we reasonably believe poses risk to the Platform, its reputation, or other Users. On termination, all licences granted to you shall immediately cease and you shall immediately cease all use of the Services. Provisions that by their nature are intended to survive termination shall survive, including but not limited to Sections: Intellectual Property, Fees and Payment (as applicable), Warranties and Disclaimers, Limitation of Liability, Indemnity, Confidentiality, and Governing Law.

17 — Third-Party Services and Links

The Platform may contain links to third-party websites or services and may integrate with third-party software or clinical services. We do not control such third parties and shall have no liability for their actions, omissions, or content. Your use of third-party services will be governed by the third party’s terms.

18 — Compliance with Laws / Export Controls

You shall comply with all applicable laws and regulations in connection with your use of the Services, including but not limited to healthcare, privacy, data protection, export control, and anti-bribery laws. You shall not export or re-export any technology or data except in compliance with applicable export control laws.

19 — Changes to These Terms and the Services

Serenica AI reserves the right to modify, update, suspend, or discontinue the Services (in whole or part) and to change these Terms at any time by posting revised Terms on the Site or otherwise providing notice. Your continued use of the Services after the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.

20 — Notices

All legal notices must be in writing. Notices to you may be provided via email, by posting on the Platform, or via other means reasonably calculated to provide notice. Notices to Serenica AI shall be sent to the address specified on the Site.

21 — Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. Subject to the next sentence, the parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these Terms. Notwithstanding the foregoing, Serenica AI may apply to any court of competent jurisdiction for the purposes of obtaining injunctive or other equitable relief.

22 — Force Majeure

Serenica AI shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, governmental actions, internet or telecommunications failures, or failures of third-party providers. Performance times shall be extended by a period equal to the duration of the event of force majeure.

23 — Assignment

You may not assign or transfer your rights or obligations under these Terms without Serenica AI’s prior written consent. Serenica AI may assign, novate, or transfer these Terms or any rights hereunder without consent, including in connection with a merger, reorganisation, sale of assets, or change of control.

24 — Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, that provision shall be severed and the remaining provisions shall remain in full force and effect.

25 — Entire Agreement / No Reliance

These Terms, together with any other documents expressly incorporated by reference (including the Privacy Policy and any Master Subscription or Data Processing Agreement executed by the parties), constitute the entire agreement between you and Serenica AI concerning the Services and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral. You acknowledge that you have not relied upon any representation, warranty, or statement not expressly set out in these Terms.

26 — Waiver

No failure or delay by Serenica AI in exercising any right or remedy shall operate as a waiver. Any waiver must be in writing and signed by an authorised representative of Serenica AI.

27 — Contact Information

For questions, notices, or issues relating to these Terms, the Services, or to report misuse or security incidents, contact us via the contact information provided on the Site.