Joint Research Use Agreement‍

Segmed, Inc. and iMerit, Inc.

Breast Cancer Imaging Dataset

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Co-Branding and Equal Stewardship

This Breast Cancer Imaging Dataset (the “Dataset”) is jointly curated, governed, and distributed by Segmed, Inc. (“Segmed”) and iMerit, Inc. (“iMerit”), collectively referred to as the “Data Stewards.” Both Data Stewards retain equal stewardship authority, branding presence, and enforcement rights under this Agreement.

1. Acceptance of Agreement

By accessing, downloading, or using the Dataset, you (“User”) agree to be bound by this Joint Research Use Agreement (“Agreement”). If you do not agree to these terms, you may not access or use the Dataset.

2. Limited License Grant

Subject to strict compliance with this Agreement, the Data Stewards grant User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Dataset solely for personal, academic, and non-commercial research purposes.

3. Restrictions

User shall not:

- Use the Dataset for commercial purposes;

- Redistribute, sublicense, sell, or publish the Dataset;

- Share access credentials or download links;

- Attempt to re-identify individuals;

- Use the Dataset for clinical decision-making or patient care;

- Remove proprietary notices;

- Transfer the Dataset to restricted jurisdictions prohibited under U.S. law.

4. Mandatory Attribution and Citation

All publications, presentations, preprints, derived models, and public disclosures must include the following citation:

“This research utilized the Segmed–iMerit Breast Cancer Imaging Dataset, jointly curated and distributed by Segmed, Inc. and iMerit, Inc.”

Publications must include active hyperlinks to:

https://www.segmed.ai

https://www.imerit.net

Failure to properly attribute constitutes a material breach of this Agreement.

5. Intellectual Property

All rights, title, and interest in the Dataset remain exclusively with the Data Stewards and their licensors. No ownership rights are transferred. Trained models derived from the Dataset may not be commercialized.

6. Export Controls and Compliance

User agrees to comply with all applicable export control laws and regulations. The Dataset may not be accessed from or transferred to prohibited jurisdictions or sanctioned entities.  The Segmed–iMerit Breast Cancer Imaging Dataset shall not enter into the People’s Republic of China (“China” or “PRC”), along with the Special Administrative Region of Hong Kong and the Special Administrative Region of Macau; the Russian Federation (“Russia”); the Islamic Republic of Iran (“Iran”); the Democratic People’s Republic of Korea (“North Korea”); the Republic of Cuba (“Cuba”); and the Bolivarian Republic of Venezuela (“Venezuela”) or be transferred to any entity controlled by any of these countries nor shall any Segmed-iMerit Dataset be transferred to any “covered persons” as designated by 28 C.F.R. § 202.211 or have access if designated as prohibited by the United States Government under the Protecting Americans' Data from Foreign Adversaries Act (“PADFAA”) shall have any access to and/or use the Segmed-iMerit Dataset for any purpose.
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7. Disclaimer of Warranties

THE DATASET IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. THE DATA STEWARDS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED.

8. Limitation of Liability

IN NO EVENT SHALL THE DATA STEWARDS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING FROM USE OF THE DATASET.

9. Indemnification

User agrees to indemnify and hold harmless Segmed and iMerit from any claims, damages, or liabilities arising from User’s breach of this Agreement or misuse of the Dataset.

10. Termination

The Data Stewards may terminate this Agreement upon breach. Upon termination, User must delete all copies of the Dataset and certify destruction in writing.

11. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

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