Terms of Use

1) How We Work & Onboarding

We operate as a consulting firm. We handle business development, enter into client agreements, and deliver consulting engagements. For each mandate, you will receive Engagement Onboarding Instructions (also called an Onboarding Brief) that set out what you need for the mandate: description, activities, evaluation frameworks, timelines, acceptable data types, tools/systems, permitted regions, quality bar, reporting/timekeeping, rate/fee structure, and any Client-Specific Agreements to sign.

These Terms govern: (i) your use of the Vetted Medical Systems; (ii) your consulting work together with your ICA and your Onboarding Instructions; and (iii) for client users, access and conduct on the Systems.

2) Accounts & Access

You may need an account (your "Account") to use certain features. Keep your information accurate and your credentials secure. We may refuse, suspend, or terminate Accounts to protect security or for violations of the Policies.

If you consult with us, complete any verification we request (e.g., identity, licensure, credential, sanctions/adverse-media checks where lawful).

3) Independent-Contractor Consulting (Physicians)

a. Status; non-exclusivity; no authority; no benefits.

You are engaged as an independent contractor. These Terms, your ICA, and your Onboarding Instructions do not create an employment, partnership, joint venture, or agency relationship with us or any client. You may accept or decline mandates and may work with others, subject to confidentiality, conflict, and non-circumvention obligations. You have no authority to bind us or our clients.

b. What you may do.

Typical work includes:

• Validation & audit of medical-AI models/products (clinical plausibility; safety & bias; red-teaming; test-case design; labeling/annotation using de-identified/synthetic datasets; documentation/usability review; UAT)
• Training & improvement (prompting/guardrails; error analysis; performance monitoring; workflow design)
• Advisory (focus groups, interviews, panels) which may be recorded
• Publication (abstracts, white papers, co-authorship per project terms)

This work does not involve diagnosing or treating identifiable patients and does not create a physician-patient relationship.

4) Access Rights; Vetted Materials; Third-Party Services

You have a limited, non-exclusive, non-transferable right to use the Vetted Medical Systems for permitted purposes. Materials we, our licensors, or our clients supply (e.g., datasets, protocols, tools, analyses) are for the mandate only and remain their owners property. Linked or integrated third-party services have their own terms/policies—we are not responsible for them.

5) Work Product & Intellectual Property

Definitions. "Work Product" means all deliverables created for or in connection with a mandate, including annotations, evaluations, reports, protocols, code, analyses, models, figures, recordings, transcripts, documentation, and improvements. "Intellectual Property Rights" include copyrights (including moral rights), trademarks, trade secrets, patents, industrial designs, and related applications/registrations worldwide.

Ownership & assignment. In return for compensation, you assign to Vetted Medical (or, if specified in your Onboarding Instructions, to the client) all right, title, and interest in the Work Product, worldwide, including Intellectual Property Rights.

6) Confidentiality, Client-Specific Agreements & Regional Data Access

a. What "Confidential Information" means.

Non-public information we or a client disclose or make available in connection with a mandate—oral, visual, written, electronic, or otherwise—whether or not marked confidential. This includes: Onboarding Instructions, pricing, business plans, datasets (including de-identified/synthetic), prompts/outputs, models, code, algorithms, evaluation frameworks, safety/quality findings, clinical/regulatory strategies, publication drafts, user-testing artifacts, participant identities, access credentials, security controls, and any notes, summaries, analyses, screenshots, recordings, or derivatives. It also includes trade secrets and third-party confidential information. It does not include information you can prove is public through no fault of yours, was known to you without restriction, was independently developed without using Confidential Information, or was rightfully received from another source without a duty of confidentiality.

7) Compliance & Prohibited Conduct

Comply with all applicable laws and regulations (including PIPEDA, Québecs Law 25, anti-spam, export controls/sanctions, anti-bribery/anti-corruption, competition/antitrust, and professional codes). Prohibited conduct includes: credential sharing, account leasing, unauthorized scraping or data extraction, attempts to bypass security, re-identification of de-identified data, harassment/discrimination (see Community Guidelines), and misuse of the Systems or Confidential Information.

8) Warranties & Disclaimers

Your warranties. You warrant that you own/have rights to what you submit; your submissions and performance do not infringe, violate privacy, or break the law; your credentials are valid/current; and you will meet professional standards.

Our disclaimer. THE VETTED MEDICAL SYSTEMS AND ANY VETTED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR RELIABILITY. THE SYSTEMS ARE NOT A MEDICAL DEVICE AND ARE NOT A SUBSTITUTE FOR CLINICAL JUDGMENT.

9) Indemnification

You will indemnify, defend, and hold harmless Vetted Medical, our affiliates, clients, and their officers, directors, employees, and agents from claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (i) your breach of these Terms or the Policies; (ii) your unlawful or negligent use of the Systems or Confidential Information; (iii) your infringement or misappropriation of third-party rights; or (iv) disputes between you and another user.

10) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SYSTEMS, MATERIALS, OR ANY MANDATE WILL NOT EXCEED THE TOTAL FEES WE PAID YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR CAD $1,500 IF NO SUCH PAYMENTS HAVE BEEN MADE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITS; WHERE THEY DO NOT, WE LIMIT LIABILITY TO THE MAXIMUM EXTENT PERMITTED.

11) Dispute Resolution; Governing Law (Canada/Québec)

These Terms are governed by the laws of Québec and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Subject to any Arbitration & Dispute Resolution Addendum, the courts in Montréal, Québec have exclusive jurisdiction, and you and we submit to that jurisdiction.

If both sides agree in writing to arbitrate, disputes will be resolved by confidential, binding arbitration administered by a recognized Canadian arbitration body (e.g., ICDR Canada or Canadian Arbitration Association) in Montréal, Québec, in English or French, on an individual basis. Either party may seek court injunctions to protect Confidential Information or IP.

12) Communications; Texts

We may contact you by email, phone, or text for operational and (where permitted) marketing purposes. Opt out of marketing texts at any time by replying STOP or emailing privacy@vettedmedical.ai. Message/data rates may apply.

13) Termination; Suspension

You may deactivate your Account at any time. We may suspend or terminate Accounts or access to the Systems at any time, with or without notice, for any reason (including suspected violations of these Terms/Policies). When access ends, your right to use the Systems stops. Payment for accepted, verified deliverables remains subject to your ICA and Onboarding Instructions. Sections intended to survive (including Sections 3, 4–11, 13–15) survive termination.

14) Changes to These Terms

We may update these Terms. We will post the current version on the Vetted Medical Systems and, if changes are material, provide additional notice as required by law. If you disagree, stop using the Systems and deactivate your Account. Using the Systems after the effective date means you accept the updated Terms.

15) General

Entire agreement. These Terms and the Policies are the entire agreement on their subject and supersede prior or contemporaneous understandings.

Assignment. You cannot assign these Terms without our written consent; we can assign them (e.g., in a corporate transaction).

Severability & interpretation. If a provision is invalid or unenforceable, enforce it to the maximum lawful extent and the rest remains effective. "Including" means "including without limitation."

No waiver. Not enforcing a provision now is not a waiver of the right to enforce it later.

No third-party beneficiaries. Except where expressly stated (e.g., certain client confidentiality/security obligations in Section 6), these Terms do not create third-party rights.

Notices. We may send notices by email or post them on the Vetted Medical Systems. Send legal notices to privacy@vettedmedical.ai (subject: "Legal Notice—Terms of Use") or by mail to the address below.

16) Contact

Vetted Medical Inc.

Attn: Legal / Privacy

3 Pl. Ville-Marie, Suite 400

Montréal, Québec H3B 2E3, Canada

privacy@vettedmedical.ai • physicians@vettedmedical.ai