Acceptable Use Policy

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Introduction

This Acceptable Use Policy (as Updated from time to time) is incorporated into our Agreement pursuant to the Master SaaS Terms. It governs how the Customer, Authorised Affiliates and Authorised Users may access and use the Services. By accessing or using the Services (including by ticking an acceptance box, creating an account, or otherwise completing an online sign-up or checkout flow), the Customer confirms acceptance of this Acceptable Use Policy as part of our Agreement (as defined within the Master SaaS Terms).
Defined terms in this Acceptable Use Policy shall have the meaning given in the Master SaaS Terms as applied by our Agreement and the same rules of interpretation apply. In addition, in this Acceptable Use Policy the following definitions have the meanings given below:

AI Services	has the meaning given to it within the Master SaaS Terms;
Master SaaS Terms	means the latest version of the Master Software as a Solution (SaaS) terms and conditions available at https://upvio.com/terms-and-conditions (as updated from time to time); and
Virus	means any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware).

The Customer, Authorised Affiliates and Authorised Users are only permitted to use and access the Services for the Permitted Purpose as defined in our Agreement and in accordance with its terms. Use of the Services (or any part) in any other way, including in contravention of any restriction on use set out in this Acceptable Use Policy, is not permitted. If any person does not agree with the terms of this Acceptable Use Policy, they may not use the Services.

Restrictions on use

As a condition of use of the Services, the Customer (on its own behalf and on behalf of all Authorised Affiliates and Authorised Users) and each Authorised User agrees not to use the Services nor permit them to be used:

for any purpose that is unlawful under any applicable law or prohibited by this Acceptable Use Policy or our Agreement;
to commit any act of fraud;
to distribute any Virus;
for purposes of promoting unsolicited advertising or sending spam;
to simulate communications from the Supplier or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
in any manner that disrupts the operations, business, equipment, websites or systems of the Supplier or any other person or entity (including any denial of service and similar attacks);
in any manner that harms or may endanger minors or any other person;
in connection with any service, use or purpose where the failure of the Services (or any part) may endanger the health or life of any person or cause damage or loss to any tangible property or the environment;
to promote any unlawful activity;
to represent or suggest that the Supplier endorses any other business, product or service unless the Supplier has separately agreed to do so in writing;
to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;
in any manner which may impair any other person’s use of the Services or use of any other services provided by the Supplier to any other person;
to attempt to circumvent any security controls or mechanisms;
to attempt to circumvent any password or user authentication methods of any person;
in any manner inconsistent with our Agreement, the relevant User Manual or any instructions provided by the Supplier from time to time; or
in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in our Agreement.

As a condition of use of the AI Services, the Customer (on its own behalf and on behalf of all Authorised Affiliates and Authorised Users) and each Authorised User agrees not to use the AI Services nor permit them to be used:

to provide (or purport to provide) medical, clinical or other professional advice, diagnosis, triage, treatment selection, treatment recommendations, emergency guidance, or other safety-critical output, or otherwise in any manner that is inconsistent with the intended purpose and limitations of the AI Services as set out in the Agreement, Documentation and any on-screen instructions or disclosures;
in any emergency situation, or in connection with any use case where delay, error or inaccuracy could reasonably be expected to result in death, personal injury, serious harm, or significant property or environmental damage (including for “continuous monitoring”, alarm/alerting, acute deterioration detection, or similar high-risk uses);
to use any camera-based or sensor-based AI Services (including Vitals AI and any rPPG/rBCG-enabled functionality) to analyse, infer, estimate or derive physiological or wellness markers about any individual unless the Customer has obtained that individual’s freely given, specific, informed and unambiguous consent (or otherwise has a valid lawful basis under applicable law) and has provided all required notices; and, in all cases, the Customer must not use such AI Services in any covert, deceptive or non-transparent manner;
to use Vitals AI (including any rPPG and/or rBCG functionality) for: (a) surveillance or monitoring of individuals in public spaces or workplaces; (b) authentication, identity verification, “lie detection”, or the creation or use of biometric identifiers/templates for the purpose of uniquely identifying an individual; (c) law enforcement, immigration/border control, criminal investigations, or similar enforcement activities; or (d) any other purpose that would reasonably be regarded as intrusive, discriminatory, or high-risk for individuals’ rights and freedoms;
to use Empathic AI (or any emotional/behavioural inference functionality) to: (a) diagnose or treat any mental health condition; (b) conduct psychological profiling; (c) infer protected characteristics; or (d) make or materially influence decisions that produce legal or similarly significant effects on an individual (including decisions relating to employment, worker performance/discipline, education, insurance, credit, housing, access to essential services, or eligibility determinations), except to the extent expressly permitted by applicable law and expressly authorised in writing by the Supplier for the relevant jurisdiction and use case;
to use any AI Services to generate, share or facilitate: (a) unlawful content; (b) instructions for wrongdoing; (c) content that is deceptive, fraudulent, impersonation, or misleading (including “deepfakes” or synthetic content presented as real without clear disclosure); or (d) content that is harassing, discriminatory, hateful, defamatory, or invasive of privacy;
to attempt to bypass, disable, defeat, probe, scan or test any safety, usage, security, rate-limiting, access control, monitoring or guardrail mechanisms relating to the AI Services (including prompts or workflows designed to prevent prohibited or unsafe uses);
to (a) reverse engineer, decompile or otherwise attempt to discover underlying components, models, weights, prompts, system prompts, or algorithms of the AI Services; (b) use the AI Services for model extraction, training-data extraction, or to build a competing model or service; or (c) use automated tools to scrape, harvest, systematically query, or benchmark the AI Services except as expressly permitted by the Agreement;
to use any AI Services (including Vitals AI and Empathic AI) in relation to minors or other vulnerable individuals, or to process their data, except where the Customer has ensured that all legally required consents/authorisations are obtained and that such use is permitted by applicable law and the Agreement.

Customer Data and communication standards

Any Customer Data or communication made on or using the Services by any person must conform to appropriate and lawful standards of accuracy, decency and lawfulness, which shall be applied in the Supplier’s discretion, acting reasonably. In particular, the Customer warrants and undertakes that any Customer Data and each such communication shall at all times be:

submitted lawfully and without infringement of any Intellectual Property Rights of any person;
free of any Virus (at the point of entering any of the Subscribed Service or Supplier’s systems);
factually accurate;
provided with all necessary consents of all relevant third parties;
not defamatory or likely to give rise to an allegation of defamation;
not obscene, seditious, vulgar, pornographic, sexually explicit, discriminatory or deceptive;
not abusive, threatening, offensive, harassing or invasive of privacy;
free of any content or activity that is, or may reasonably be suspected to be, terrorist in nature;
not racist, sexist or xenophobic;
not of a nature that any courts, regulators, law enforcement authorities or other governmental authorities may order be blocked, deleted, suspended or removed;
not liable to offend religious sentiments or deeply held beliefs; and
unlikely to cause offence, embarrassment or annoyance to any person.

Where any Customer Data constitutes, contains, or is used as AI Input (including any images, video, audio, biometric data, or health-related data), the Customer warrants and undertakes that it has all necessary rights, permissions, notices, consents and lawful bases required to provide that Customer Data/AI Input to the Supplier and to permit processing by the Services (including the AI Services) for the purposes contemplated by the Agreement.

The Customer must not:

upload or otherwise provide Customer Data/AI Input for the purpose of inferring protected characteristics (such as race, ethnicity, religion, sexual orientation) or for any unlawful discriminatory purpose; and
present any AI Output (including Vitals AI or Empathic AI outputs) to any individual in a manner that is false or misleading, including by representing such outputs as clinical advice, diagnosis, or as determinative/guaranteed.

Linking and other intellectual property matters

As a condition of use of the Services and the AI Services, the Customer (on its own behalf and on behalf of all Customer Affiliates and Authorised Users) and each Authorised User agrees not to:

create a frame or any other browser or border environment around the content of the Services (or any part);
display any of the trademarks or logos used on the Services without the Supplier’s permission together with that of the owner of such trademarks or logos; or
use any of the Supplier’s trademarks, logos or trade names in any manner.

The Customer (on its own behalf and on behalf of all Customer Affiliates and Authorised User) shall not assert or assume or otherwise pass-off that any of the Intellectual Property rights in any of the Services or AI Services belong to the Customer and shall not acquire any right or title to any Intellectual Property rights in the Services or AI Services.

Foer the avoidance of doubt, any Intellectual Property rights created by any AI Output shall belong to the Supplier to the extent that such does not constitute any pre-existing Customer Intellectual Property rights which shall remain the property of the Customer.

Suspension for misuse

Without limiting any other rights or remedies, if the Supplier reasonably suspects any breach of this Acceptable Use Policy (including misuse of any AI Services), the Supplier may suspend or restrict access to the Services (or any part) until the suspected breach is resolved to the Supplier’s reasonable satisfaction.