Terms of Service

• "Agreement" means these Terms of Service together with any Order Form, Data Processing Agreement, and applicable pricing schedule.
• "Verityn", "we", "us", or "our" means Verityn Ltd, a company registered in England and Wales, with its registered office at Third Floor, 24 Wharfdale Road, King's Cross, London, N1 9RY.
• "Customer", "you", or "your" means the individual or institution that has accepted this Agreement.
• "Platform" means the Verityn software-as-a-service application, including the second-reader model, confidence heatmaps, API endpoints, and associated documentation.
• "Study" means a medical imaging dataset (typically in DICOM format) submitted to the Platform for processing.
• "Flag" means an output of the Platform indicating a region of interest, a stated confidence value, and an explanatory note. A Flag is clinical decision support and is not a diagnosis.
• "Authorised User" means an individual granted access to the Platform by the Customer.

Subject to your compliance with this Agreement and timely payment of all fees, Verityn Ltd grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the subscription term, solely for your internal clinical operations and in accordance with the intended purpose described in the Instructions for Use.

You may not: copy, modify, or create derivative works of the Platform; reverse-engineer, decompile, or disassemble any part of the Platform; resell, sublicence, or otherwise make the Platform available to third parties other than your Authorised Users; use the Platform to train a competing AI model; or remove or obscure any proprietary notice.

You agree that you will not:

• Upload Studies that contain patient-identifying metadata where the applicable data processing basis has not been established.
• Attempt to circumvent access controls or probe the Platform for security vulnerabilities without prior written consent.
• Use the Platform in a manner that violates any applicable law, regulation, or professional obligation.
• Misrepresent the output of the Platform to a patient, a payer, a regulator, or any other party.
• Use the Platform outside the modalities and clinical contexts described in the Instructions for Use.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at security@verityn.ai if you suspect unauthorised access to your account. We may suspend access to accounts where we have reasonable grounds to believe that credentials have been compromised.

Fees are set out in the applicable Order Form or Pricing Schedule. Unless otherwise stated, fees are billed in advance on a monthly or annual cycle and are non-refundable except where required by law.

If payment is not received within fourteen days of the due date, we may suspend access to the Platform until payment is received. We will not suspend access without first providing written notice.

We may increase fees with not less than sixty days' written notice. If you do not accept the increase, you may terminate the Agreement before the new fees take effect by providing written notice. Continued use after the notice period constitutes acceptance.

Your use of the Platform is also governed by our Privacy Policy and, for institutional customers, by a signed Data Processing Agreement. Where you submit Studies to the Platform on behalf of patients, you are the data controller and Verityn Ltd acts as a data processor. You are responsible for establishing the lawful basis for processing and for ensuring that appropriate patient consent or another lawful basis exists.

Verityn Ltd retains all intellectual property rights in the Platform, including the underlying models, software, documentation, and branding. Nothing in this Agreement transfers any intellectual property rights to you.

You retain ownership of the Studies you submit and all clinical reports you produce. You grant us a limited licence to process Studies for the purpose of providing the Platform service to you.

Each party agrees to keep the other's confidential information in confidence and not to disclose it to any third party without prior written consent, except as required by law or regulation. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, or that was independently developed by the receiving party.

Verityn Ltd warrants that the Platform will perform materially in accordance with its documentation and that it will apply reasonable security measures. This warranty does not apply to failures caused by your misuse of the Platform, third-party systems, or events outside our reasonable control.

To the maximum extent permitted by applicable law, the Platform is provided on an "as is" basis. We disclaim all implied warranties, including any implied warranty of fitness for a particular clinical purpose. We do not warrant that the Platform will achieve any specific clinical outcome, that any Flag will be clinically significant, or that the Platform will identify all findings present in any Study.

To the maximum extent permitted by applicable law, Verityn Ltd's total aggregate liability to you under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the greater of: (a) the fees paid by you in the twelve months preceding the claim; or (b) one thousand pounds sterling (£1,000).

Neither party will be liable to the other for any indirect, incidental, special, or consequential loss, including loss of profits, loss of revenue, loss of data, loss of anticipated savings, or loss of clinical opportunity, even if advised of the possibility of such loss.

Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

You agree to indemnify and hold harmless Verityn Ltd, its directors, employees, and sub-contractors from any claim, loss, liability, cost, or expense (including reasonable legal fees) arising from: your breach of this Agreement; your misuse of the Platform; your violation of any applicable law or regulation; or any clinical decision made by an Authorised User in connection with the Platform.

This Agreement commences on the date you first accept it (by creating an account or signing an Order Form) and continues until terminated.

Either party may terminate the Agreement on thirty days' written notice. Either party may terminate immediately if the other party commits a material breach that is incapable of remedy, or if the other party enters insolvency proceedings.

On termination, your licence to use the Platform ends immediately. Sections 2, 7, 8, 9, 10, 11, 12, and 15 survive termination.

We may update these Terms of Service from time to time. When we make material changes, we will notify you by email at least thirty days before the new terms take effect. Continued use of the Platform after the effective date constitutes acceptance of the revised terms. If you do not accept the revised terms, you may terminate the Agreement before the effective date.

This Agreement is governed by the laws of England and Wales. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation will be submitted to the exclusive jurisdiction of the courts of England and Wales.

If you are a consumer in a jurisdiction that affords you mandatory consumer protections under local law, nothing in this Agreement affects those rights.

• Entire agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and representations.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force.
• Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of that provision.
• Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of our assets.
• Notices: Notices under this Agreement must be in writing. Notices to us should be sent to Verityn Ltd, Third Floor, 24 Wharfdale Road, King's Cross, London, N1 9RY, or by email to hello@verityn.ai.