Salina Health Service Agreement

Salina Health Service Agreement

Effective date:  5 Sept 2023

Parties

1. Salina Health Ltd incorporated and registered in England and Wales with company number 13584833 whose registered office is at Elsley Court, 20-22 Great Titchfield Street, London, United Kingdom, W1W 8BE (Salina)
2. You (Customer), a professional mental health provider. 

Background

1. Salina has designed and developed solutions for processing audio and language for the purpose of assisting mental health professionals, in the form of a website that makes use of artificial intelligence and audio processing technologies.
2. The Customer agrees to obtain and Salina agrees to provide such services on the terms set out in this agreement.

Agreed terms

1. Interpretation

1. Interpretation of agreement

Clauses, Schedule and paragraph headings shall not affect the interpretation of this agreement.

2. Person includes natural person, corporate or unincorporated body

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

3. Schedules form part of agreement

The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

4. Incorporated bodies

A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

5. Singular and plural

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

6. Binding on parties and their representatives

This agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective personal representatives, successors and permitted assigns. References to any party herein shall include that party's personal representatives, successors and permitted assigns.

7. Written communication

A reference to writing or written includes writing, and emailing.

8. Prohibition on allowing something to be done

An obligation not to do something includes an obligation not to allow that thing to be done.

9. Agreement variation

A reference to this agreement or to any other agreement or document is a reference to this agreement as currently in effect, and such other agreement or document, as may be amended from time to time.

10. Inclusive language

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Salina's responsibilities

1. Salina shall:

1. provide the services in the form of the web sites salina.ai and eu.salina.ai subject to the Warranty Disclaimer (6), including session transcription, session summary, automatic observations, and note taking facilities (Services);
2. revise and update the Services from time to time, which may including adding or removing features;
3. provide support during UK business hours on a best effort basis, via email at support@salina.ai;
4. perform the Services with the highest level of care, skill and diligence in accordance with best practice, which Salina is making best efforts to implement in security and privacy.

3. Customer's obligations

The Customer shall:

5. co-operate with Salina in all matters relating to the Services;
6. agree they have authority to bind the Customer on all matters relating to the Services;
7. represent and warrant that they are a mental health professional and are licensed or provide services in accordance with all and any laws and regulations applicable to the profession, and will not use Salina if they cannot comply with such laws and regulations;
8. obtain informed consent from your clients before processing any audio information on Salina;
9. take responsibility to keep their logins any content uploaded to Salina or created in Salina safe;
10. not use Salina or allow Salina to be used for abusive content, illegal activities, nor attempt any reverse engineering or security compromises, nor sell or sub-license the Service to a third party, nor share your login with any other party;
11. will only use Salina and the Services during the time this agreement is in force, and acknowledges they have no access to source code or other IP of Salina;
12. abide by any fair usage policy to be determined by Salina.

4. Charges and payment

1. The service is currently provided without charge.Salina is not responsible for any charges incurred by the Customer while using Salina, such as data charges or equipment costs.
2. Salina intends to introduce changes for the user of the service, and these will be notified in advance.

5. Customer data rights

1. Salina may, from time to time, wish to improve the service and models, including academic research on the effectiveness of Salina, by making use of anonymized Customer session transcriptions and Customer notes (the Research).
2. Such Research will only be undertaken with explicit Research Opt-in presented to the Customer.
3. Notwithstanding, Salina may make use of the Customer data in order to troubleshoot and resolve issues with the Service.

6. Warranty disclaimer

1. The Service is provided “as is” without warranty of any kind. Any warranty of merchantability, fitness for a particular purpose, non-infringement, and any other warranty is excluded to the greatest extent permitted by law.
2. Customer acknowledges that to the fullest extent permissible by applicable law, Salina shall not be responsible for any loss of data uploaded, processed or produced by Salina.
3. Customer acknowledges that features provided by Salina include content generated by AI, and that Salina takes no responsibility for the content or accuracy of such content, and the Customer is responsible for reviewing and adjusting the content.
4. Salina reserves the right to modify or discontinue the service at any time.
5. The product and services provided by Salina are not designed, intended, or made available as a medical device or the provision of health care, and is not designed or intended to be a substitute for professional mental health care advice, diagnosis, treatment, or judgment.

7. Severance

1. Invalid provisions

If any provision or part-provision of this agreement is invalid, illegal or unenforceable, it shall be deleted. However, the validity and enforceability of the rest of this agreement shall not be affected.

2. Replacement provision

If any provision or part-provision of this agreement is deleted under clause 7.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

8. Entire agreement

1. Entire agreement

This agreement, together with the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.

2. No remedies for misrepresentation

No party shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

3. No misrepresentation claim

Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

9. No partnership or agency

1. Nothing in this agreement shall be construed to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

10. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter, formation, or breach.

-ENDS-