Terms of Use

This End User Licence Agreement (the “Agreement”) is a binding contract between you and Pathways AI Pty Ltd (ACN [INSERT]) (“Pathways AI”, “we”, “us”) governing your access to and use of the Pathways AI platform — including the Differential, Socrates and Scribe products (collectively, the “Software”).

It applies to every registered healthcare professional who accesses the Software. Please read it carefully before use. Capitalised terms have the meanings given to them throughout this Agreement.

By accessing or using the Pathways AI platform, including Differential, Socrates and Scribe (collectively, the “Software”), you (“Clinician” or “User”) agree to be bound by this Agreement between you and Pathways AI Pty Ltd (ACN [INSERT]).

If you are accessing the Software on behalf of a healthcare organisation or practice, you represent that you have authority to bind that entity to this Agreement.

Pathways AI is a clinical decision support (CDS) tool. The Software is designed to assist qualified healthcare professionals in the clinical reasoning process. It does not and cannot replace the professional judgement, clinical assessment, or decision-making of a registered medical practitioner.

You acknowledge and agree that:

• all clinical decisions remain the sole responsibility of the treating clinician;
• the Software’s outputs — including differentials, confidence scores and recommendations — are advisory only and must be independently verified before acting upon;
• the Software is not a medical device and has not been approved by the Therapeutic Goods Administration (TGA) for diagnostic purposes;
• you must not rely solely on the Software when making clinical decisions, ordering investigations, prescribing treatment, or referring patients; and
• Pathways AI expressly positions the Software as clinical decision support under applicable TGA guidance.

Subject to your compliance with this Agreement, Pathways AI grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Software solely for lawful clinical support purposes within your registered scope of practice.

This licence does not include the right to:

• sublicence, resell, or transfer access to the Software to third parties;
• reverse engineer, decompile, or extract the underlying models or algorithms;
• use the Software for training competing AI systems; or
• use the Software outside Australia unless expressly authorised in writing.

Access to the Software is restricted to registered healthcare professionals operating within their lawful scope of practice under Australian law. You must:

• hold current registration with the relevant Australian Health Practitioner Regulation Agency (AHPRA) board or equivalent;
• use the Software only in connection with patients under your clinical care;
• not share login credentials with any other person; and
• immediately notify Pathways AI of any unauthorised use of your account.

Your use of the Software may involve the input or processing of patient health information. You acknowledge that:

• you are responsible for obtaining all necessary patient consents in accordance with the Privacy Act 1988 (Cth) and applicable State health privacy laws before inputting patient data;
• all patient health information is processed on AWS infrastructure located in Sydney, Australia (ap-southeast-2) — data does not leave Australian jurisdiction;
• Pathways AI processes patient data as a data processor on your behalf, and you remain the data controller;
• Pathways AI complies with the Australian Privacy Principles (APPs) and the Notifiable Data Breaches (NDB) scheme;
• you must not input patient data in a manner inconsistent with your privacy obligations as a health service provider; and
• de-identification occurs prior to model inference, and identifiable patient data is not used to train Pathways AI models without explicit consent.

Pathways AI implements information security controls aligned with ISO 27001 (certification in progress). You agree to:

• use the Software only on devices with appropriate endpoint security controls;
• not attempt to circumvent, disable, or test security controls without written authorisation;
• report any actual or suspected security incidents to security@getpathways.ai within 24 hours of becoming aware; and
• use multi-factor authentication where enabled or required.

You must not use the Software to:

• input fictitious, test, or synthetic patient data in a live clinical environment without clearly marking it as such;
• circumvent access controls or attempt to access data belonging to other users;
• upload or transmit malicious code, files, or content;
• use the Software in a manner that violates any applicable law, including the Health Practitioner Regulation National Law;
• automate access to the Software in a way not authorised by Pathways AI; or
• use the Software for any purpose other than lawful clinical support.

All intellectual property rights in the Software — including the clinical reasoning pipeline, agent framework, underlying models, interface and brand — are owned by or licensed to Pathways AI Pty Ltd.

This Agreement does not transfer any intellectual property rights to you. Feedback, suggestions, or clinical insights you provide regarding the Software may be used by Pathways AI to improve the Software without obligation to you.

During and after your use of the Software, you agree to keep confidential any non-public information about the Software’s architecture, algorithms, pricing, or roadmap that you become aware of through your access, and not to disclose it to any third party without Pathways AI’s prior written consent.

Pathways AI does not warrant that:

• the Software will be accurate, complete, or fit for any particular clinical purpose;
• the Software will operate without interruption or error; or
• any clinical output generated by the Software is free from error or suitable for acting upon without independent clinical verification.

Nothing in this Agreement excludes any guarantee, warranty, or right under the Australian Consumer Law (Schedule 2, Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded.

To the fullest extent permitted by law, Pathways AI’s aggregate liability to you in connection with this Agreement and the Software is limited to the fees paid by you in the 12 months preceding the claim.

Pathways AI is not liable for any indirect, consequential, incidental, or special loss arising out of or in connection with your use of the Software, including clinical decisions made in reliance on Software outputs.

This Agreement commences on the date you first access the Software and continues until terminated.

Pathways AI may suspend or terminate your access immediately if you breach any material term of this Agreement, your AHPRA registration lapses, or we reasonably believe your use poses a clinical safety risk.

You may terminate by ceasing to use the Software and deleting your account.

Pathways AI may update the Software, its clinical protocols, and agent models at any time. We will notify users of material changes affecting clinical functionality. You are responsible for reviewing updated outputs following any model update.

Pathways AI may update this Agreement from time to time. Continued use of the Software following notice of an update constitutes acceptance of the revised Agreement.

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

Before commencing proceedings, the parties agree to attempt good faith negotiation for 30 days. If unresolved, disputes shall be referred to mediation administered by the Australian Disputes Centre before litigation.