These Terms of Service are a binding agreement between you and SemantIQ, Inc., a Delaware corporation, its subsidiaries and affiliated companies (collectively, "SemantIQ") that governs your use of:

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1. The SemantIQ website located at https://www.semantiqhealth.com ("Site"),
2. The SemantIQ platform, semantic layer, agentic AI workflows, audience-builder tools, insights engines, dashboards, and related services ("Platform Services"),
3. Any applications, APIs, integrations, or data products provided by SemantIQ ("Additional Services").

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Collectively, these are referred to as the "Services."

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These Terms of Service include and hereby incorporate SemantIQ's Privacy Policy (Users of Platform Services), located at https://www.semantiqhealth.com/privacy-policy (the "Privacy Policy"), as applicable. These Terms of Service and the Privacy Policy are referred to collectively as the "Agreement".

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BY USING OR OTHERWISE ACCESSING THE SERVICES, YOU AGREE TO THE AGREEMENT. IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT USE OR OTHERWISE ACCESS THE SERVICES. USE OF THE SERVICES IS VOID WHERE PROHIBITED.

1. Authority; eligibility

1.1 If you use the Services on behalf of a company, organization, or other entity, then (a) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and that you agree to the Agreement on the entity's behalf, and (b) the word "you" includes you and that entity.

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1.2 The Services are not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Services in connection with any minors. Any use of or access to the Services by anyone under 18 is only permitted with the express written permission of such individual's legal guardian, and, if necessary, you represent and warrant that you have received such permission. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of this Agreement.

2. Services

Subject to the terms of the Agreement, SemantIQ hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use Agentic AI features for internal business purposes including:

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• access and use the Services,
• upload NPI target lists and related inputs,
• generate audience briefs, insights, and segmentation outputs,
• build activation-ready audiences for use in DSPs, DMPs, and publisher platforms.

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This license may be revoked by SemantIQ at any time for any reason, with or without notice, without any liability.

3. Restrictions and responsibilities

3.1 You will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (b) re-identify any anonymized or statistical data provided by SemantIQ, (c) modify, translate, or create derivative works based on the Services, (d) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, (e) remove any proprietary notices or labels, (f) circumvent any security control or access mechanism of the Services, (g) use the Services in connection with any products, services, or activities that compete with SemantIQ; (h) circumvent access controls; (i) distribute SemantIQ Data to third parties except as allowed in order forms; (j) use the Services for any unlawful purpose; (k) upload PHI unless you have a signed Business Associate Agreement (BAA) with SemantIQ; (l) use the Services to determine eligibility for employment, credit, healthcare, or insurance, or in any way regulated by HIPAA, FCRA, GLBA, or similar laws; (m) use the Services for law enforcement, surveillance, or adverse actions.

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SemantIQ may monitor compliance.

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You shall not distribute, sublicense, display, or otherwise provide to third parties any data provided by SemantIQ; any data provided by SemantIQ may be used solely for your internal business purposes. Notwithstanding the preceding sentence, SemantIQ may consent to your display to third parties of a minimal amount of data provided by SemantIQ (e.g., including a screenshot in a presentation); provided, however, that you must include an attribution to SemantIQ and comply with other terms and conditions, if any, that SemantIQ may specify when providing its consent.

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3.2 You represent, covenant, and warrant that you will use the Services only in compliance with applicable laws and regulations. Although SemantIQ has no obligation to monitor your use of the Services, SemantIQ may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

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3.3 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). To use some of the Services, you may be required to create an account with SemantIQ (an "Account"). Any information submitted as part of the Account creation process must be accurate and complete. You shall be responsible for maintaining the security of the Equipment, Account (including but not limited to administrative and user passwords), passwords and files, and for all uses of your Equipment or Account with or without your knowledge or consent.

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3.4 You may access and use SemantIQ Data, subject to the following provisions of this paragraph only:

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A. You shall not attempt to re-identify any SemantIQ Data that has been deidentified or obfuscated by SemantIQ. Customers shall not attempt to determine or re-identify the identity of any individual, patient, underlying data source, or proprietary data contributor using SemantIQ Data or Customer Data processed through the Services. Customers shall not use any external datasets or tools for re-identification attempts.

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B. You shall not attempt to build a user profile for a given individual or device based on the SemantIQ Data and may not attempt, facilitate, or encourage others to identify a given individual or user or reconstruct user profiles based on the SemantIQ Data.

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C. For the avoidance of doubt, and without limiting any other obligations set forth in this Agreement, you shall not use, license, sub-license or distribute the SemantIQ Data or any data derived from SemantIQ Data, for any of the following purposes: (a) in connection with establishing eligibility for employment, health care, credit or insurance; (b) for making decisions solely by automatic means where the decision has a significant effect on the individual to whom the data relates; (c) for any unlawful tracking or unlawful surveillance purposes; or (d) to market or sell to law enforcement agencies or to any governmental agency to be used for a law enforcement purpose.

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3.5 Sensitive Condition Targeting Prohibition

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Customers must not use SemantIQ Data or Agentic Outputs to target, activate, or build audiences based on Sensitive Health Conditions (e.g., cancer, HIV/AIDS, mental health, sexual health, fertility, pregnancy termination, substance use disorders), unless pre-approved in writing by SemantIQ and compliant with all applicable privacy laws.

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3.6 Prohibition on Combining with PII

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Customers may not combine SemantIQ Data with personally identifiable information (PII) in violation of applicable laws or in a manner that increases the risk of re-identification.

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3.7 Security

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Customers must maintain physical, electronic, and procedural safeguards to protect SemantIQ Data from unauthorized access, use, disclosure, or modification, and must notify SemantIQ promptly upon detecting any security incident.

4. Customer data & NPI lists

4.1 Definition

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"Customer Data" means any data, instructions, files, lists, or materials you upload or provide to the Services, including:

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• NPI target lists
• provider specialties or taxonomies
• targeting parameters
• audience definitions
• insights prompts
• sales-planning inputs
• any content you transmit to SemantIQ's agents

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Customer Data does not include SemantIQ Data or Anonymized Customer Data.

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4.2 Ownership

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You retain all ownership rights in your Customer Data, including all NPI lists.

SemantIQ does not claim ownership of Customer Data.

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4.3 License to SemantIQ

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You hereby grant SemantIQ a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to:

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• receive, process, store, analyze, and model Customer Data;
• generate insights, briefs, audience segments, and other outputs;
• match Customer Data against SemantIQ datasets;
• enable activation into DSPs, DMPs, publishers, and onboarding partners;
• improve the Services, including training and refining models in a de-identified and aggregated manner.

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This license is required for SemantIQ to operate the Services.

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4.4 SemantIQ's Use of Customer Data for Model Improvement

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SemantIQ may use Customer Data only in aggregated, de-identified, and non-attributable form to:

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• enhance AI models, semantic understanding, and classification algorithms
• improve provider taxonomy mapping
• improve audience generation fidelity
• improve NLQ/NLP capabilities

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SemantIQ will never:

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• disclose identifiable Customer Data to other customers;
• resell Customer Data;
• use NPI lists for other customers' benefit.

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4.5 Your Obligations

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You represent and warrant:

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• you have legal rights to provide Customer Data;
• Customer Data does not violate any third-party rights;
• No PHI will be provided to SemantIQ or will be uploaded;
• you understand SemantIQ does not validate or guarantee accuracy of Customer Data;
• you will review and validate all outputs before using them in business workflows.

5. SemantIQ data & agentic outputs

5.1 SemantIQ Data

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"SemantIQ Data" means any data, models, insights, counts, computations, metadata, or outputs generated or provided by SemantIQ independent of Customer Data.

SemantIQ retains all rights in SemantIQ Data.

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5.2 Agentic Outputs

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The Services may generate:

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• audience counts
• inferred specialties
• descriptive statistics
• market analyses
• sales-planning briefs
• targeting recommendations
• agent-generated text or summaries
• activation-ready segments

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These are collectively referred to as "Agentic Outputs."

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5.3 Agentic Output Accuracy Disclaimer

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YOU ACKNOWLEDGE AND AGREE:

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• Agentic Outputs may be incomplete or inaccurate;
• All outputs require your review and validation before use;
• Outputs are not clinical, legal, or financial advice;
• SemantIQ is not liable for errors, omissions, or actions you take based on outputs.
• SemantIQ Data and Agentic Outputs are not intended for clinical decision-making, medical underwriting, claim denial, or any diagnosis, treatment, or payment decision. Customers must not represent to any party that outputs are intended for clinical use.

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SemantIQ does not guarantee accuracy, completeness, or compliance suitability of any Agentic Output.

6. HIPAA, PHI, and regulatory compliance

SemantIQ Products may contain de-identified health information created in accordance with 45 C.F.R. §164.514. Customers shall not attempt to re-identify (or use other tools to re-identify) any individual within SemantIQ Data.

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Customers must implement appropriate administrative, technical, and physical safeguards consistent with industry standards and the intent of HIPAA, even when data is not considered PHI.

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6.1 PHI Restrictions

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You agree not to upload PHI.

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6.2 NPI Lists

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NPI numbers are not PHI.

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SemantIQ processes NPI lists solely:

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• to generate insights and audience segments
• to support activation workflows
• to improve AI capabilities in a de-identified manner

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NPI lists will never be shared with other customers.

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6.3 Prohibited Uses

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You shall not use the Services:

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• for medical underwriting
• for eligibility determinations
• to identify individual patients
• to make decisions with significant legal or medical consequences

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Customers may not share, distribute, sublicense, or disclose SemantIQ Data or Agentic Outputs to third parties except within approved activation platforms (DSPs/DMPs) or for internal planning use. Customers may share activation segments but not raw SemantIQ Data.

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6.4 NAI Compliance

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Customers agree to comply with applicable industry standards and self-regulatory guidelines, including the NAI Health Audience Framework, when using SemantIQ Data for audience targeting or analytics.

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6.5 Partner Certification – Expert Determination Requirement

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If a Customer intends to combine SemantIQ Data with other datasets in a manner that increases re-identification risk, Customer must first obtain an independent "Expert Determination" under HIPAA verifying the resulting dataset remains de-identified and provide a copy to SemantIQ upon request.

7. Confidentiality

7.1 Non-Disclosure

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Each party may need to share Confidential Information with the other. The receiving party may only use this Confidential Information for the purpose for which it was provided and may only share this Confidential Information with its employees, agents, and representatives who need to know it, provided they are subject to similar confidentiality obligations. The receiving party will use a reasonable degree of care (in a similar way it protects its own confidential information) to protect this Confidential Information and to prevent any unauthorized use or disclosure of this Confidential Information.

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7.2 Exceptions

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Confidential Information does not include information that (1) was known (without any confidentiality obligations) prior to disclosure by the disclosing party, (2) is publicly available (through no fault of the receiving party), (3) is rightfully received from a third party (without a duty of confidentiality), or (4) is independently developed (without access or use of Confidential Information). The receiving party may disclose Confidential Information when compelled to do so by law, so long as the receiving party provides prior written notice of the disclosure (if legally permitted) to allow the disclosing party the opportunity to seek protection or confidential treatment or to limit or prevent such disclosure. The receiving party also agrees to cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed.

8. Proprietary rights

8.1 SemantIQ shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, including, without limitation, support for the Services, and (c) all intellectual property rights related to any of the foregoing. No licenses are granted by estoppel or by implication.

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8.2 You may provide feedback to SemantIQ in respect of the Services. Feedback may include, without limitation, updates to or corrections of SemantIQ's data (e.g., a provider has recently retired or moved to a new health system). SemantIQ may use any such feedback to improve the Services or for other purposes, without any obligation to you.

9. Term and termination

9.1 The Agreement will remain effective until terminated.

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9.2 You may terminate your use of the Services at any time for any reason. SemantIQ may terminate the Agreement and your access to the Services (or, at SemantIQ's discretion, applicable portions of the Services) at any time for any reason.

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9.3 In addition, SemantIQ may take any actions it deems appropriate (including without limitation suspending or terminating your Account and your access to the Services), without notice to you, if SemantIQ suspects or determines that you may have (i) failed to comply with any provision of the Agreement, or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, abuse or disruption for you, SemantIQ, the Services, or any third parties. You may, as a result of termination, lose your Account and all information and data associated therewith.

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9.4 The following will survive any termination of the Agreement and any order forms related to the Agreement: Sections 3, 4, 5.4, and 6 through 12 of these Terms of Service, and the Privacy Policy in its entirety.

10. Warranty disclaimer

10.1 YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SEMANTIQ MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE. FURTHER, SEMANTIQ MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

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10.2 SemantIQ is not a backup service, and you are solely responsible for creating any backups of data. SemantIQ is not responsible for decisions made based on the Services. SemantIQ Data represents aggregated and compiled healthcare trends for informational purposes only and may not be entirely accurate, reliable, timely, or complete.

11. Indemnity

You agree to indemnify, defend and hold SemantIQ and its affiliates or subsidiaries, or any of their directors, employees, agents, licensees or licensors (collectively, the "SemantIQ Parties") harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising out of or relating in any way to (1) your (or anyone accessing the Services using your Account) use or misuse of the Services, (2) information in your Account and any information you (or anyone accessing the Services using your Account) submit, post or transmit through the Services, (3) your (or anyone accessing the Services using your Account) violation of the Agreement, (4) your Customer Data, (5) your use of outputs in downstream workflows, (6) your violation of industry standards or applicable laws, and (7) your (or anyone accessing the Services using your Account) violation of any rights of any other person or entity. SemantIQ reserves the right, at your expense, to assume the exclusive defense and control of any indemnifiable matter and you agree to cooperate with SemantIQ to defend these claims.

12. Limitation of liability

12.1 UNDER THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SEMANTIQ PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SEMANTIQ PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL THE SEMANTIQ PARTIES IN THE AGGREGATE BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO SEMANTIQ FOR THE SERVICES IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY APPLICABLE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID SEMANTIQ DURING SUCH NINETY (90) DAY PERIOD, THEN YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SEMANTIQ IS TO STOP USING THE SERVICES AND TO CANCEL YOUR ACCOUNT.

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12.2 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that SemantIQ or any other SemantIQ Party may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth herein, the scope and duration of such warranty and the extent of SemantIQ's and such SemantIQ Party's liability shall be the minimum permitted under such applicable law.

13. Export control

You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

14. U.S. government contracts

As defined in FAR section 2.101, any software related to the Services, and any associated documentation are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement and will be prohibited except to the extent expressly permitted by the terms of the Agreement.

15. Miscellaneous

15.1 SemantIQ reserves the right, at its discretion, to change, modify, add or remove portions of the Agreement at any time by posting the amended terms on the Site (the "SemantIQ Amendment Process"). Except as otherwise expressly stated, all amended terms shall automatically be effective immediately when posted, and you will be deemed to have accepted such changes by continuing to use the Services. If at any point you do not agree to any portion of the then-current version of the Agreement, or any other policy or rules relating to your use of the Services, you must immediately stop using the Services, and your license to use the Services shall immediately terminate. Besides the SemantIQ Amendment Process, the only other process by which the Agreement between you and SemantIQ may be modified would be by way of an order form for paid Services signed by both you and SemantIQ.

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15.2 Except as may be expressly specified in an order form for paid Services signed by both you and SemantIQ, SemantIQ reserves the right to add, change, suspend or discontinue the Services, or any aspect or feature of the Services, without notice or liability.

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15.3 The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement.

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15.4 The failure of either party to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision, and no waiver by either party of any breach or default by the other party shall be deemed to be a waiver of any preceding or subsequent breach or default.

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15.5 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.

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15.6 The Agreement is not assignable, transferable or sublicensable by you except with SemantIQ's prior written consent. SemantIQ may transfer and assign any of its rights and obligations under the Agreement without consent.

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15.7 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind SemantIQ in any respect whatsoever.

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15.8 You hereby grant SemantIQ a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your user name, company name, company logo, and any comments you make publicly or privately for SemantIQ's promotional purposes (such as on our Site, on third-party websites, and in marketing presentations, etc.).

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15.9 The Agreement shall be governed by the laws of the State of Delaware without regard to conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation or validity thereof shall be determined by arbitration in California before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, unless otherwise required by law or judicial decision. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.