AI Supplemental Terms and Conditions

These Turquoise Health Co. Supplemental AI Terms and Conditions (“Supplemental Terms”) are between Turquoise Health Co. (“Turquoise”) and the entity identified as Customer (“Customer” or “you”) with the registered account on the Services or in the relevant Order (“Order Form”). By clicking “Accept” or using the Turquoise AI Tools (as defined below), you agree to these Supplemental Terms, which upon acceptance, supplement and are incorporated into, the Platform Access Agreement between the parties (“Agreement”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. Capitalized terms not defined herein have the meaning given to them in the Agreement. In the event of any inconsistency between the terms of the Agreement and these Supplemental Terms, these Supplemental Terms shall control.

PLEASE NOTE THAT THE SUPPLEMENTAL TERMS ARE SUBJECT TO CHANGE BY TURQUOISE IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, TURQUOISE WILL MAKE A COPY OF THE UPDATED SUPPLEMENTAL TERMS AVAILABLE VIA THE PLATFORM AND UPDATE THE “LAST UPDATED” DATE AT THE TOP OF THESE SUPPLEMENTAL TERMS. IF TURQUOISE MAKES ANY MATERIAL CHANGES TO THE SUPPLEMENTAL TERMS, TURQUOISE WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE PLATFORM AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR ACCOUNT REGISTRATION. ANY CHANGES TO THE AGREEMENT WILL BE EFFECTIVE IMMEDIATELY. IF YOU DO NOT AGREE TO THE UPDATED SUPPLEMENTAL TERMS, YOU MUST STOP USING ALL SERVICES UPON THE EFFECTIVE DATE OF THE UPDATED SUPPLEMENTAL TERMS. OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED SUPPLEMENTAL TERMS CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED SUPPLEMENTAL TERMS. YOU AGREE THAT TURQUOISE’S CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED SUPPLEMENTAL TERMS.

1. Turquoise AI Tools.

Subject to these Supplemental Terms, Turquoise makes available to Customer certain artificial intelligence tools in connection with Customer’s use of the Services, which may include: the Turquoise Generative-AI features, which automate analysis of the Customer Data, Turquoise Data, or other materials in the Services (the “Turquoise AI Tools”). Except where expressly specified otherwise in these Supplemental Terms, the Turquoise AI Tools constitute a “Service” for the purposes of the Agreement and the Agreement shall apply in full to Customer’s use of the Turquoise AI Tools.

The Turquoise AI Tools leverage third party large language models and artificial intelligence algorithms and platforms (“Third-Party Services”) to generate analysis (collectively, the “Output”) in response to the Customer’s prompts or the Customer’s other actions within the Services (“Prompts”). Turquoise does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Such Third-Party Services are not under the control of Turquoise. Turquoise is not responsible for any Third-Party Services or Output generated thereby and Customer uses such Third-Party Services and Output at its own risk.

As between the parties, each of the Prompts and Output are considered “Customer Data” for the purposes of the Agreement, provided that: such Prompts (including related Customer Data) may be provided to Third-Party Services in order for you to access the Turquoise AI tools, subject to the terms and conditions or policies governing the Third-Party Services (the “Third-Party Terms”). To the extent the Third-Party Services are provided by Microsoft, the Third-Party Terms governing such services, can be found here.

2. Ownership; Responsible Use of Turquoise AI Tools.

Customer shall comply with all obligations and commitments in the Agreement with respect to Customer Data in connection with Customer’s use of the Turquoise AI Tools. Customer is solely responsible for the Prompts, its Outputs and its use thereof. Without limiting the disclaimers in Section 3, Customer is responsible for reviewing any Output prior to its use and exercising its own business and legal judgment as to its suitability for use.

Without limiting the foregoing or Customer’s representations and warranties under the Agreement, Customer shall not use any Prompts or Output that: (a) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (b) is deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal; (c) contains any viruses, worms or other malicious computer programming codes that may damage the Platform; (d) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers. Turquoise reserves the right to suspend or terminate your access to the Turquoise AI Tools for any failure by Customer or an Authorized User to comply with this Section. In addition to the foregoing, Customer’s obligations under the Agreement with respect to use of the Services, its representations and warranties and indemnification obligations, shall apply in full with respect to Customer’s use of the Turquoise AI Tools.