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AI  Pioneer  Program Terms  &  Conditions

Last Updated: February 21, 2025

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These Terms and Conditions (“Terms”) govern your participation in the Nanonets AI Pioneer Program. By signing the AI Pioneer Program Agreement, you agree to be bound by these Terms.

1. Definitions
   
   1. “AI Agent” means any artificial intelligence-powered software agent created by Pioneer using Nanonets’ platform.
   2. “Marketplace” means Nanonets’ online platform where AI Agents are listed and made available to customers.
   3. “Base Rate” means the standard customer rate established by Nanonets for AI Agents in the Marketplace.
   4. “Confidential Information” means any non-public information disclosed by either party, including but not limited to technical processes, customer data, and business strategies.
2. AI Agent Development
   
   1. The Pioneer shall have the right to develop multiple AI Agents using the Nanonets platform. 
   2. The Pioneer shall be responsible for ensuring that each AI Agent successfully completes Nanonets’ certification process, which includes automated evaluations, simulated-call testing by the clinical network, and safety assessments.
   3. The Pioneer shall maintain responsibility for ensuring that all AI Agents achieve and maintain the minimum required quality score as specified by Nanonets. 
   4. Nanonets reserves the right to modify quality standards with reasonable notice to the Pioneer.
3. Intellectual Property
   
   1. The Pioneer shall retain all intellectual property rights to their professional expertise and input provided in connection with the development of AI Agents. Nanonets shall retain all rights to the AI platform, technology, and infrastructure used to create and deploy AI Agents.
   2. Any AI Agents created through the platform shall be jointly owned by the Pioneer and Nanonets, with Nanonets maintaining platform rights and the Pioneer maintaining content rights related to the AI agents created under these Terms.
4. Exclusivity
   
   1. The Pioneer agrees that any AI Agent developed for and deployed on Nanonets' platform shall be exclusive to Nanonets. The Pioneer shall not build same or substantially similar agents for any competitor of Nanonets during the term of the Agreement and for specified periods thereafter.
   2. The exclusivity obligations shall remain in effect throughout the term of the Agreement and shall continue thereafter for a period of one (1) year following termination for any AI Agents that were actively deployed in the Marketplace at the time of termination, or for a period of six (6) months following termination for any AI Agents that were in development but not yet deployed at the time of termination.
   3. The following circumstances shall be exempt from exclusivity provisions:
      
      1. The implementation of standard medical protocols mandated by applicable healthcare regulations and governing bodies.
      2. Pioneer's use of clinical guidelines or pathways that are publicly available and generally accepted in the medical community.
      3. AI agents developed by Pioneer solely within the scope of academic research at accredited institutions, provided such development is documented and reported to Nanonets.
      4. AI solutions that Pioneer's employer requires specifically for internal operations, and which are not commercially available or marketed to third parties.
      5. The implementation of emergency response protocols or participation in public health initiatives, as required by Pioneer's medical duties or public health authorities.
   4. The exclusivity provisions shall apply to all geographic markets where Nanonets currently operates its platform or where Nanonets has publicly announced plans to commence operations. 
      
      1. Nanonets shall maintain and provide to Pioneer upon request an updated list of all current and planned operational markets. 
      2. Nanonets shall provide Pioneer with written notice no less than sixty (60) days prior to including any new geographic market within the scope of these exclusivity provisions.
5. Substantially Similar Agents
   
   1. An AI Agent shall be considered substantially similar if it meets any two or more of the following criteria:
      
      1. The AI Agent uses the same clinical decision pathways or protocols as a Nanonets Agent.
      2. The AI Agent serves the same specific medical purpose or condition as a Nanonets Agent.
      3. The AI Agent targets the same patient population as a Nanonets Agent.
      4. The AI Agent implements identical or substantially similar conversation flows to a Nanonets Agent.
      5. The AI Agent uses the same set of assessment criteria or evaluation metrics as a Nanonets Agent.
      6. The AI Agent produces the same type of medical recommendations or interventions as a Nanonets Agent.
   2. During the term of the Agreement and continuing thereafter for the specified periods, Pioneer is strictly prohibited from creating, developing, deploying, supporting, or assisting in the development of any substantially similar AI Agents on any platform other than Nanonets. The Pioneer shall not assist, advise, consult with, or provide any form of support to any third party seeking to create such substantially similar AI Agents.
6. Confidentiality
   
   1. The Pioneer acknowledges that through their participation in the AI Pioneer Program, they will have access to Nanonets' valuable proprietary and confidential information. This includes, but is not limited to, the AI platform architecture, algorithms, machine learning models, training methodologies, technical processes, user interfaces, business strategies, customer lists, pricing models, development tools, and training data.
   2. All training data, whether provided by Nanonets or generated through AI Agent interactions, shall remain the exclusive property of Nanonets. Any improvements, refinements, or optimizations to the AI models resulting from the Pioneer's input shall become part of Nanonets' proprietary technology.
   3. The Pioneer shall not, directly or indirectly, approach Nanonets' customers, partners, or other pioneers for competing purposes. For a period of three (3) years following the termination of the Agreement, the Pioneer shall offer first to Nanonets any improvements to AI agent technology conceptually similar to those developed for Nanonets.
   4. Any breach of these provisions would cause irreparable harm to Nanonets and shall entitle Nanonets to immediate injunctive relief. Liquidated damages in the amount of fifty thousand dollars ($50,000) shall apply for each violation, and the Pioneer shall bear all of Nanonets' legal costs incurred in enforcing these provisions.
7. Term and Termination
   
   1. The initial term of the Agreement shall commence on the date of execution and shall continue in full force and effect for a period of one (1) year thereafter. Either party may terminate the Agreement upon providing thirty (30) days prior written notice to the other party.
   2. Nanonets shall have the right to terminate the Agreement immediately and without prior notice upon the occurrence of any of the following events:
      
      1. The Pioneer's breach of any confidentiality obligations
      2. The Pioneer's development of competing products or services
      3. The suspension or revocation of the Pioneer's medical license
      4. The Pioneer's provision of assistance to competitors or sharing of proprietary information
      5. The Pioneer's failure to maintain quality standards after receiving two written warnings
   3. Upon termination, the Pioneer shall:
      
      1. Immediately cease all use of Nanonets' systems and tools
      2. Promptly return or destroy all confidential information and training materials
      3. Provide reasonable transitional assistance for active AI Agents if requested
      4. Submit written certification confirming compliance with these obligations
      5. Permit Nanonets to conduct an audit if breach is suspected
8. Governing Law and Dispute Resolution
   
   1. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any disputes arising hereof shall be subject to the exclusive jurisdiction of the Court of Delaware and shall be resolved through mandatory binding arbitration.
9. Indemnification and Liability
   
   1. Each party shall defend, indemnify, and hold harmless the other party from and against any claims, damages, liabilities, costs, and expenses arising from their breach of any representations or warranties, professional negligence, or violation of applicable laws or regulations.
   2. Except for obligations pertaining to indemnification and breach of confidentiality, neither party's aggregate liability shall exceed the amount of fees paid under the agreement.

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For questions about these Terms, contact: shikhar@nanonets.com

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