Terms of Service

Effective Date: April 28, 2025

Welcome to SemantIQ Health, Inc. ("SemantIQ", "we", "our", or "us"). Please read these Terms of Service ("Terms") carefully before using our website, products, and services (collectively, the "Services").

By accessing or using SemantIQ's Services, you agree to be bound by these Terms. If you do not agree, please do not use our Services.

1. Services Provided

SemantIQ provides AI-powered analytics tools and related services designed to simplify the use of healthcare claims and related datasets through a conversational interface and backend data infrastructure.

Our Services are intended for business and professional use only and are not intended for individual consumer or patient use.

2. Eligibility

You must be at least 18 years old and have the authority to enter into these Terms on behalf of yourself or your organization.

3. Account Registration and Access

Some parts of our Services may require you to create an account. You agree to:

• Provide accurate, complete information.
• Keep your login credentials confidential.
• Notify us immediately of any unauthorized use of your account.

You are responsible for all activities that occur under your account.

4. Customer Data and Privacy

When you use our Services, you may upload or provide access to datasets, including but not limited to de-identified healthcare claims data ("Customer Data").

• You retain all rights to your Customer Data.
• SemantIQ processes Customer Data only as necessary to provide the Services and in accordance with our Privacy Policy and applicable agreements.
• You represent that you have all necessary rights, consents, and authority to upload or provide Customer Data to SemantIQ.

For more information, please review our Privacy Policy.

5. Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms.

You agree not to:

• Reverse engineer, decompile, or disassemble any part of the Services.
• Access or use the Services to build a competing product or service.
• Use the Services to violate any law or third-party rights, including intellectual property rights or data privacy regulations.

6. Intellectual Property

SemantIQ owns all rights, title, and interest in and to:

• The Services
• Any enhancements, improvements, or derivatives
• All trademarks, logos, and content associated with SemantIQ

Except for your Customer Data, you are granted only a limited, revocable, non-transferable license to access and use the Services under these Terms.

7. Fees and Payment

If you purchase a paid subscription or service, you agree to pay all fees specified in the applicable agreement or order form.

• All fees are non-refundable unless otherwise stated.
• Fees are exclusive of applicable taxes.
• Late payments may incur interest charges or service suspension.

Additional terms for subscriptions and renewals will be outlined in your service agreement.

8. Third-Party Services

Our Services may integrate with or link to third-party services. SemantIQ is not responsible for third-party services, and your use of them is subject to their separate terms.

9. Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

SemantIQ does not guarantee that the Services will be error-free, uninterrupted, or meet your specific requirements.

10. Limitation of Liability

To the maximum extent permitted by law:

• SemantIQ's liability for any claim related to these Terms or the Services is limited to the amount paid by you to SemantIQ for the Services during the twelve (12) months preceding the event giving rise to the claim.
• SemantIQ shall not be liable for indirect, incidental, special, consequential, or punitive damages.

11. Indemnification

You agree to defend, indemnify, and hold harmless SemantIQ and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms
• Your use of the Services
• Your Customer Data

12. Termination

SemantIQ may suspend or terminate your access to the Services:

• If you violate these Terms
• If required by law

Upon termination, your right to use the Services will immediately cease.

Any provisions that by their nature should survive termination will survive (e.g., ownership rights, disclaimers, limitations of liability, and indemnification).

13. Changes to the Terms

We may update these Terms from time to time. If we make material changes, we will notify you by posting the updated Terms and revising the "Effective Date."

Your continued use of the Services after such changes constitutes acceptance of the updated Terms.

14. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles.

Any disputes shall be resolved exclusively in the courts located in the State of Delaware.

15. Contact Us

For any questions about these Terms, please contact:

SemantIQ Health, Inc.
Email: contact@semantiqhealth.com