b) Financial account credentials or similar information;

c) An individual’s precise geolocation;

d) Racial or ethnic origin, citizen or immigration status, religious or philosophical beliefs, or union membership;

e) Contents of messages between individuals (e.g., emails, texts, chats);

f) Genetic data;

g) Biometrics, such as facial recognition and fingerprints; and

h) Information concerning an individual’s health, sexual orientation or preference.

When using Outputs, you agree to inform viewers of the Outputs that the content is AI-generated. You understand that all Outputs are generated by artificial intelligence and that it is your responsibility to verify the accuracy of all Content to ensure its compliance with all applicable laws, regulations, and terms, including any intellectual property or privacy rights of third parties.

License of Input. You hereby grant InVita and its affiliates a royalty-free, worldwide, irrevocable, transferable, sublicenseable and perpetual license to use, disclose, reproduce, license and distribute the Inputs, including without limitation incorporating any Inputs into the ChatBot Services and Products and to provide, maintain, develop, and improve the ChatBot Services and Products, comply with applicable law, enforce these Terms and EULA, and keep our ChatBot Services and Products safe.

4. Prohibited Uses.

You may not use our ChatBot Services for any illegal, harmful, or abusive activity, including, without limitation: (a) to modify, create derivative works, copy, lease, sell, re-sell or distribute the ChatBot Services to third parties; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the ChatBot Services; (c) extract Content or otherwise represent that Content was generated by a human; (d) remove proprietary notices; (e) in a way that infringes misappropriates or otherwise violates an individual’s or entity’s intellectual property rights; or (f) use Content to compete with InVita.

5. Third Party Services.

Our ChatBot Services may incorporate or include certain third-party components, technology, software, or services, (“Third Party Services”). InVita expressly disclaims any and all responsibility for the operation and availability of such Third Party Services and any Outputs generated in whole or in part by such Third Party Services. InVita may use Third Party Services to provide some functionality for the ChatBot Services. You acknowledge that any Input you provide may be shared with such third parties to enable functionality within the ChatBot Services. By using the ChatBot Services, you consent to any Input being transferred to these third parties, including, but not limited to, OpenAI, LLC, and you agree that your use is subject to the terms of use of such third parties.

6. DISCLAIMER.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER AGREEMENT, THE CHATBOT SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS WITHOUT ANY WARRANTY WHATSOEVER INCLUDING BUT NOT LIMITED TO THAT THE CHATBOT SERVICES ARE BUG OR ERROR FREE. INVITA, ON BEHALF OF ITSELF, ITS AFFILIATES, AND ITS LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE CHATBOT SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, UPTIME AND AVAILABILITY, THAT ANY CONTENT WILL BE SECURE, NOT LOST OR ALTERED, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INVITA OR ANY OF ITS REPRESENTATIVES CREATES ANY WARRANTY OF ANY KIND. INVITA DOES NOT WARRANT: (A) THAT THE FEATURES AND FUNCTIONALITIES CONTAINED IN OR PERFORMED BY THE CHATBOT SERVICES WILL MEET YOUR REQUIREMENTS OR PERFORMANCE AND RELIABILITY STANDARDS, OR WILL ACHIEVE ANY INTENDED RESULTS; (B) THAT THE OPERATION OF THE CHATBOT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS IN THE CHATBOT SERVICES WILL BE CORRECTED; (C) THAT ANY UPDATE WILL CONTINUE TO BE MADE AVAILABLE; (D) THE ACCURACY, COMPLETENESS, QUALITY, PERFORMANCE OR USEFULNESS OF ANY INFORMATION OR CONTENT PRESENTED ON OR THROUGH THE CHATBOT SERVICES AND ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN SOLE RISK; OR (E) THAT THE CHATBOT SERVICES WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY USE OF CONTENT IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON CONTENT AS FACTUAL GUIDANCE, INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR REVIEW AND ANALYSIS BY A HUMAN.

You further acknowledge that generative artificial intelligence and machine learning is imperfect and rapidly evolving. While InVita is constantly improving the ChatBot Services, InVita cannot guarantee that the ChatBot Services will provide accurate, up-to-date and/or current information. You acknowledge that utilizing generative artificial intelligence and machine learning has inherent risks, such as confabulations and hallucinations, dangerous or violent Outputs, bias or homogenization, the possibility of infringing third party intellectual property, the possibility of leakage and unauthorized disclosure or de-anonymization of biometric information, protected health information, precise location information, personally identifiable information, or other sensitive data, or generating obscene or abusive Content. As a result, you must evaluate Content for accuracy and appropriateness, and you must not utilize Content for educational, legal, medical or other important decision-making.

7. Opt-out.

We use Content to continuously improve the ChatBot Services. If you do not want us to use your Content to improve the ChatBot Services, you should not use the ChatBot Services.

8. Termination.

InVita reserves the right to suspend or terminate your access to the ChatBot Services, in our sole and absolute discretion, at any time, without notice, and for any reason, including without limitation in the event InVita determines that you breached these Terms or the EULA or to comply with applicable law. InVita also reserves the right to discontinue availability of all or any portion of the ChatBot Services, in our sole and absolute discretion, at any time, without notice, and for any reason.

9. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL INVITA OR ANY OF ITS OFFICERS, SHAREHOLDERS, PREDECESSORS, SUCCESSORS IN INTEREST, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS HAVE ANY LIABILITY WHATSOEVER FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, ARISING FROM YOUR ACCESS TO, USE OF, INABILITY TO USE THE CHATBOT SERVICES, UNAVAILABILITY OF THE CHATBOT SERVICES (IN WHOLE OR IN PART) FOR ANY REASON AND FOR ANY PERIOD OF TIME, FAILURE, DELAY, OR POOR PERFORMANCE OF THE CHATBOT SERVICES, OR ANY EVENT OUTLINED IN OR SIMILAR TO THOSE EVENTS SET FORTH IN SECTION 6 OF THESE TERMS. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER INVITA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST INVITA FOR ANY DISSATISFACTION WITH THE CHATBOT SERVICES IS TO STOP USING THE CHATBOT SERVICES. NOTWITHSTANDING THESE PROVISIONS, IF INVITA IS FOUND LIABLE TO YOU FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE CHATBOT SERVICES, INVITA’S LIABILITY SHALL BE LIMITED TO AND SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). IN ADDITION TO THE FOREGOING LIMITATIONS, YOU AGREE: (A) TO NOT JOIN ANY CLAIM AGAINST INVITA WITH ANY CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION, OR OTHER PROCEEDING; AND (B) THAT YOU WILL NOT ASSERT A CLAIM AGAINST INVITA TO BE RESOLVED ON A CLASS-WIDE BASIS OR ASSERT A CLAIM IN ANY REPRESENTATIVE CAPACITY AGAINST INVITA ON BEHALF OF ANY INDIVIDUAL OR ENTITY. INVITA’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

10. Indemnification.

You agree to indemnify, hold harmless, and defend InVita and its affiliates and its and their officers, directors, shareholders, predecessors, successors in interest and assigns, employees, contractors, agents, representatives, licensors and suppliers (each, an “InVita Indemnified Party” and collectively, the “InVita Indemnified Parties”) from and against any and all claims, charges, actions, complaints, damages, losses, deficiencies, liabilities, judgments, settlements, interest, awards, penalties, fines, costs and expenses of any kind whatsoever (including attorneys’ fees and experts’ fees) due to, arising out of, or relating in any way to any breach of your representations, warranties and/or obligations under these Terms, any violation of any applicable laws or legal requirements by you, any Content whatsoever generated based on your Input, your use of or access to the ChatBot Services, including, without limitation, use and reliance on Content, implementation or inclusion of Content into patient care, treatment or coordination, failure to verify or otherwise obtain human analysis of Content, or any other act or omission by you. Furthermore, you agree that InVita assumes no responsibility and shall not be liable whatsoever for any of the Content you submit, transmit, distribute or make available through the ChatBot Services. InVita may participate in the defense and settlement of any claim for which any of the Indemnified Parties are entitled to indemnification with its own legal counsel. Notwithstanding the foregoing, you shall not settle any such claim, suit or proceeding without the written consent of the applicable InVita Indemnified Parties. As used in these Terms, “affiliate” means any person or entity directly or indirectly controlling or having the power to control, or controlled by or being under common control with another person or entity. For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of such party, whether through ownership or stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists.

11. Trade and Export Laws.

You covenant and agree to comply with all applicable trade and export laws, including sanctions and export control laws. Our ChatBot Services may not be used in or for the benefit of any U.S. embargoed country or territory or any restricted or debarred individual or entity.

12. Change to Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the ChatBot Services following the posting of revised Terms means that you accept and agree to the changes.