Virchow2

Overview

Model Details

Model Usage

Sample Input and Output (for real-time inference)

Sample Input

Sample Output

Tags

1. Description. Paige provides an embeddings service where Paige processes whole slide images you submit to Paige (“the “Input Data”) through its Virchow2, Virchow2G, Virchow2G-mini and PRISM computer vision models (the “Models”) to generate representations of the semantic meaning and relationships of the Input Data in a high-dimensional vector space (the “Embeddings”), (the “Embeddings Service”). The Embeddings Service is hosted on the Microsoft Azure Managed Compute to enable you to access and use the Embeddings Service on the web via the Microsoft Azure Managed Compute. # 2. License Grants. ## 2.1. Embeddings Service. During the Term (defined herein), Paige grants you a personal, non-exclusive, non-transferable, non-sublicensable right to access and use the Embedding Service for the Intended Use (defined herein), subject to these Terms of Use. ## 2.2. Input Data License. You hereby grant to Paige a perpetual, royalty-free, fully paid-up, worldwide right and license to access, use, copy, reproduce, display, alter and otherwise modify the Input Data to provide the Embeddings Service, and to exercise its rights under these Terms of Use. # 3. Intended Use ## 3.1. You may use the Embeddings Service and the Embeddings for your own lawful internal business use, including any downstream use or application of the Embeddings, whether for research or commercial purposes, and any downstream use or application thereof; provided that, any such use is in a manner in compliance with these Terms of Use and any materials or documents provided by Paige (“Intended Use”). ## 3.2. You are solely responsible for your use of the Embeddings Service, the resulting Embeddings, as well as any downstream use or application thereof, and that any such use is consistent with the Intended Use, any documentation, limitations and restrictions on use described herein. The Embeddings Service, and thus any resulting Embeddings and any downstream use or application thereof, are not made available for use as a medical device, clinical support tool, diagnostic tool, or any other technology intended to be used in the diagnosis, cure, mitigation, treatment, or prevention of disease or other conditions, including for Investigational Use Only (“IUO”), Research Use Only (“RUO”), in commercial, clinical or other similar settings, accordingly, any such use by you is at your own risk. ## 3.3. The Embeddings Service, the Embeddings and any downstream use or application thereof, are not designed or intended to be implemented or deployed as a substitute for professional medical advice or healthcare opinion, diagnosis, treatment, or the clinical judgment of a healthcare professional, and should not be used as such. ## 3.4. As is the case with all complex software, the Embeddings Service and Embeddings are likely to contain some errors. You must test for errors in the Embeddings Service and the Embeddings. You are solely responsible for all testing and quality assurance of the Embeddings Service and/or the Embeddings as they relate to your downstream use or application thereof. # 4. Restrictions and Limitations. ## 4.1. Reverse Engineering. You shall not, directly or indirectly, and you shall not permit any third party, to reverse engineer, decompile, disassemble or otherwise attempt to discover or reconstruct the object code, source code, or the underlying ideas, algorithms or weights of the Models. Furthermore, the Embeddings may not be used (i) to benchmark, train, fine-tune, or otherwise modify or improve any foundation model; (ii) in machine learning analytics or to reverse engineer the Models in any manner, including, but not limited to replicating the Models or using the Embeddings to recreate data and/or images used to develop the Models. ## 4.2. In addition, you may not, directly, or indirectly: ### 4.2.1. remove, alter, or obscure any regulatory, copyright or proprietary notices contained in or required to be displayed with the Embeddings Service; ### 4.2.2. interfere with or disrupt the integrity or performance of the Embeddings Service; ### 4.2.3. send excessive requests to or otherwise overload the servers that host or support the Embeddings Service; ### 4.2.4. access, or attempt to access, any portions of Paige’s systems as they relate to the Embeddings Service, or any data or systems accessible therefrom that are intended for use by Paige or its internal personnel only; ### 4.2.5. copy, reproduce, modify, make derivative works of, or excerpt any portion of the Embeddings Service, other than the Embeddings themselves; ### 4.2.6. rent, lend, sublicense, lease, distribute, sell, resell, assign, or otherwise transfer access to the Embeddings Service, the Models or any Model weights or use the Embeddings Service to provide services to any third-party for any purpose, except as otherwise permitted herein; ### 4.2.7. use the Embeddings Service or Embeddings to infringe, misappropriate or otherwise violate any intellectual property rights of Paige or any third party; ### 4.2.8. use the Embeddings Service or the Embeddings in a manner that is unethical, immoral, violates any applicable law, or causes bodily injury; ### 4.2.9. introduce any malware into Paige’s systems or Embeddings Service or use the Embeddings Service or Embeddings to create malware; ### 4.2.10. conduct probes, scans, vulnerability, penetration, or other security testing of the Embeddings Service or Embeddings; ### 4.2.11. use the Embeddings Service or the Embeddings other than as expressly permitted under these Terms of Use; or ### 4.2.12. attempt to gain unauthorized access to Paige’s systems.

5. Regional Use. You may not use the Embeddings Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Paige makes no representations that the Embeddings Service is appropriate or available for use in your region, you are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations. # 6. Reservation of Rights; Ownership; Feedback. ## 6.1. Paige Reservation of Rights and Ownership. You acknowledge that in providing the Embeddings Services, Paige uses (i) the Paige name, the Paige logo, the Paige domain name, the Foundation Model, other products and services associated with the Embeddings Service, and other trademarks and service marks; (ii) certain audio and visual information and images, documents, software and other works of authorship; (iii) the Models, other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, other tangible or intangible technical material or information; and (iv) all improvements, enhancements, bug fixes, upgrades, modifications, and derivative works of the Embeddings Service and of (i)-(iii), ((i)-(iv) collectively, “Paige Technology”). Other than the rights expressly granted to you under these Terms of Use, Paige retains all right, title, and interest in and to the Paige Technology, including all worldwide patent rights, trademark rights, copyrights, trade secrets and any other intellectual property rights, including without limitation all enhancements, improvements, bug fixes, upgrades, modifications, and derivative works thereof (collectively, “Paige IP Rights”). Other than as expressly set forth in this Agreement, Paige does not grant or otherwise convey any license or other right in or to the Paige Technology or Paige IP Rights to you. Paige expressly reserves all rights to Paige Technology not expressly granted under this Agreement. There are no implied licenses under this Agreement. ## 6.2. Input Data Ownership. Other than the rights you expressly granted to Paige under these Terms of Use, you retain all right, title, and interest in and to the Input Data. ## 6.3. Embeddings Ownership. Embeddings generated through the Embeddings Service shall be owned by you. You shall have the right to use the Embeddings at your discretion subject to the Intended Use and the restrictions hereunder. ## 6.4. Feedback. To the extent you provide any suggestions, ideas, techniques, corrections, enhancement requests, recommendations, know-how, and other feedback to Paige in connection with the Embeddings Services (“Feedback”), Paige Technology and any services provided by Paige under these Terms of Use, you shall, and hereby do, grant to Paige a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable, fully-paid up license and right to use and exploit the Feedback for any purpose. # 7. Confidentiality. ## 7.1. As used in these Terms of Use, “Confidential Information” means any information that is proprietary or confidential to the Discloser (as defined below) or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). In the case of Paige, Confidential Information includes, but is not limited to API details, performance metrics, documentation and other materials provided to you by Paige. Confidential Information may be of a technical, business or other nature. However, Confidential Information does not include any information that: (i) was known to the Recipient (as defined below) prior to receiving the same from the Discloser in connection with this Agreement; (ii) is independently developed by the Recipient; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes part of the public domain through no fault or action of the Recipient. ## 7.2. Each party reserves any and all right, title and interest (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to the other party under this Agreement. The party that receives any Confidential Information (the “Recipient”) of the other party (the “Discloser”) will protect Confidential Information of the Discloser against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Confidential Information of the Discloser is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by the Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information of the Discloser. The Recipient will use any Confidential Information of the Discloser solely for which it is provided by the Discloser under these Terms of Use. This Section will not be interpreted or construed to prohibit: (i) any use or disclosure which is necessary or appropriate in connection with the Recipient’s performance of its obligations or exercise of its rights under these Terms of Use or any other agreement between the parties; (ii) any use or disclosure required by applicable law, provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information; or (iii) any use or disclosure made with the consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations. The obligations of confidentiality shall survive expiration or termination of these Terms of Use. # 8. Input Data Responsibilities. ## 8.1. You, not Paige, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of, and your right to use the Input Data under these Terms of Use. You represent and warrant that you have obtained any consents, authorizations, and/or any other rights necessary to transfer, collect, submit, use and process Input Data through the Models in connection with the Embeddings Service, and to use and display elements or derivatives of such Input Data in the Embeddings. # 9. Term & Termination. ## 9.1. Term. The term of these Terms of Use will commence on the date in which you first access the Embeddings Service (the “Effective Date”) and will continue for 12 months (the “Initial Term”) and, thereafter, will automatically renew for successive 12-month periods (each a “Renewal Term”), unless written notice is given by you to Paige of your intention not to renew these Terms of Use at least ninety (90) days before the expiry of the Initial Term or any subsequent Renewal Term. The Initial Term together with all Renewal Terms shall be collectively referred to herein as the “Term”. ## 9.2. Early Termination. Paige may suspend and/or terminate your access prior to the end of the Term in the event of a material breach of these Terms of Use if you fail to correct such breach within 30 days of notice. Paige may terminate these Terms of Use immediately upon notice to you (i) if you breach any provisions of Sections 3, 4, 7, 8, and 11, or (ii) in order to comply with applicable laws or regulations. # 10. Effect of Expiration or Early Termination. ## 10.1. Upon expiration or earlier termination of these Terms of Use: (i) you will delete or destroy any and all Confidential Information of Paige in the possession or control of you; (ii) Paige will have no obligation to provide the Embeddings Service to you after the effective date of the termination; (iii) you will cease all use of the Embeddings Service; and (iv) you will pay to Paige any amounts payable for your use of the Embeddings Service through the effective date of the termination, together with all other amounts otherwise due to Paige. This Section 10.1 and Sections 4, 6, 7, 11 through 15 shall survive the expiration or earlier termination of these Terms of Use. ## 10.2. After termination or expiration, upon your written request to do so, Paige shall destroy or delete your Confidential Information, except for (i) a copy retained solely for the purpose of complying with applicable laws; (ii) information that is created during routine automatic system back-up for disaster recovery purposes; (iii) information that cannot be reasonable deleted from systems without significant effort; provided that such information shall remain subject to the non-use and confidentiality obligations of these Terms of Use. # 11. Representations; Warranties; Disclaimers. ## 11.1. You represent and warrant that: ### 11.1.1. You have obtained all other legally required licenses, permissions, and patient consents or authorizations required to transfer Input Data to Paige in the United States so Paige may access, use and process the Input Data for the purposes of providing you the Embeddings Service, and doing so does not violate any applicable law, regulation, agreement, license, confidentiality obligation, patent, copyright, trademark, trade secret, or other intellectual property right; ### 11.1.2. You have provided the appropriate notice(s) to the appropriate parties under the applicable local and federal privacy and security laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder, as the same may be amended from time to time (collectively, “HIPAA”), the EU General Data Protection Regulation 2016/679 (“GDPR”) and UK General Data Protection Regulation (“UK GDPR”); ### 11.1.3. Your provision of the Input Data complies with all applicable foreign, federal, state, and local laws, regulations, rules, codes of conduct, contractual requirements, and any other applicable requirements in the jurisdiction in which your Institution is located; and ### 11.1.4. You will only use the Embeddings Services and the Embeddings for the Intended Use and consistent with these Terms of Use. ## 11.2. Disclaimer. THE EMBEDDINGS SERVICE AND THE EMBEDDINGS ARE PROVIDED ON AN AS-IS BASIS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PAIGE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. PAIGE DOES NOT WARRANT THAT (A) THE EMBEDDINGS SERVICE OR EMBEDDINGS WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT PAIGE WILL CORRECT ALL ERRORS, (B) THE EMBEDDINGS SERVICE WILL OPERATE IN COMBINATION WITH THE DATA OR OTHER SYSTEMS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA, OR (C) THE EMBEDDINGS SERVICE WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT THE EMBEDDINGS SERVICE AND THE EMBEDDINGS (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR “BUGS”) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, YOU MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE EMBEDDINGS SERVICE AND THE EMBEDDINGS. PAIGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM THOSE PROBLEMS. PAIGE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM INPUT DATA, NON-PAIGE APPLICATIONS OR THIRD-PARTY CONTENT. ## 11.3. Limitations. YOU ACCEPT AND AGREE THAT ANY USE OF THE EMBEDDINGS FROM THE EMBEDDINGS SERVICE IS AT YOUR OWN RISK AND YOU WILL NOT RELY ON THE EMBEDDINGS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL CLINICAL OR MEDICAL ADVICE OR IMPLY SUCH TO ANY THIRD PARTY. YOU UNDERSTAND THAT THE EMBEDDINGS MAY NOT CONTAIN THE ENTIRE REPRESENTATION OF THE FEATURES OF THE INPUT DATA AND THEREFORE YOU ACCEPT AND AGREE THAT YOUR RELIANCE ON THE EMBEDDINGS FOR DOWNSTREAM APPLICATIONS IS AT YOUR OWN RISK. # 12. Limitation of Liability ## 12.1. IN NO EVENT SHALL PAIGE BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS OR REVENUE (OTHER THAN AMOUNTS OWED FOR PAIGE’S EMBEDDINGS SERVICE), ANTICIPATED SAVINGS, GOODWILL, OR REPUTATION WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, FUNDAMENTAL BREACH, OR OTHERWISE ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. ## 12.2. PAIGE ALSO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE EMBEDDINGS; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR EMBEDDINGS SERVICES; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE EMBEDDINGS SERVICES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR EMBEDDINGS SERVICES BY ANY THIRD PARTY, INCLUDING MICROSOFT AND YOU; (V) ANY ERRORS OR OMISSIONS IN ANY INPUT DATA OR ANY OTHER CONTENT UPLOADED TO THE EMBEDDINGS SERVICE OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF THE EMBEDDINGS SERVICE AND/OR ANY EMBEDDINGS OR OTHER CONTENT TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE EMBEDDINGS SERVICES; AND/OR (VI) CONTENT PROVIDED BY A THIRD PARTY OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL PAIGE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO ## 12.3. PAIGE’S AGGREGATE LIABILITY FOR ALL CLAIMS WILL BE LIMITED TO THE TOTAL FEES PAID TO PAIGE FOR THE EMBEDDINGS SERVICE DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. ## 12.4. Some states, territories, and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. Each and every provision of these terms of use which provides for a limitation of liability, disclaimer of warranties or exclusion of damages is severable and independent of any other provision and to be enforced as such. # 13. Indemnification ## 13.1. You shall indemnify, defend and hold harmless Paige and its directors, officers and employees and agents (“Paige Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs or debt, or expenses (including, without limitation, attorneys’ fees) arising out of or related to: (i) your use of and access to the Embeddings Service; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation; (v) any claim or damages that arise as a result of the Input Data; and (vi) your use of the Embeddings and any downstream use or application thereof. ## 13.2. Paige shall defend, indemnify and hold harmless you from against any and all liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees, resulting from any claim, suit or proceeding brought by a third party (including without limitation attorneys’ fees) resulting arising out of or related to Paige’s violation of any law, rule or regulation. In addition, if the Embeddings Service becomes the subject of a claim of infringement of a U.S. copyright or patent, Paige will indemnify you against such claim provided that you give Paige prompt written notice of the claim, allow Paige to direct the defense and settlement of the claim, and cooperate with Paige as necessary, at Paige’s expense, for defense and settlement of the claim. If the Embeddings Service becomes, or, in Paige’s opinion is likely to become, the subject of such a claim, Paige shall have the right to obtain for you the right to continue using the Embeddings Service, replace or modify the Embeddings Service so that it becomes non-infringing, or terminate the rights granted hereunder to the Embeddings Service. Paige will have no liability for any infringement claim to the extent it (i) is based on modification of the Embeddings Service or the Embeddings other than by Paige; (ii) results from failure of you to use any updated version of Embeddings Service provided by Paige to you; (iii) is based on the combination or use of the Embeddings Service or the Embeddings with any other software, program or device not provided by Paige if such infringement would not have arisen but for such use or combination; (iv) results from compliance by Paige with designs, plans or specifications furnished by you; or (v) results from your operation or use of the Embeddings Service or the Embeddings in a manner that is inconsistent with the Intended Use and these Terms of Use. THE FOREGOING STATES PAIGE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. # 14. Governing Law & Dispute Resolution. You agree that the Terms of Use shall be interpreted and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles. You agree that any disagreements, disputes or claims arising under or relating to these Terms of Use shall be referred to and finally resolved by arbitration under the commercial arbitration rules of the Judicial Arbitration and Mediation Services Inc. (“JAMS”). The seat of the arbitration shall be New York, NY. The language to be used in the arbitration shall be English. The arbitration shall be conducted by one arbitrator selected jointly by you and Paige or, if we cannot agree on an arbitrator, by the President, or his or her designee, of the International Chamber of Commerce. The decision of the arbitrator shall be binding. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF USE. # 15. Miscellaneous. You may not delegate, assign or transfer these Terms of Use or any of its rights and obligations hereunder and any attempt to do so shall be void. Paige may assign all of its rights and obligations under these Terms of Use at any time. The rights and obligations of Paige under these Terms of Use shall inure to the benefit and shall be binding upon the successor and assigns of Paige and/or its assets. Paige and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms of Use shall continue to apply with respect to any access or use you have made of the Embeddings Service even after such access or use terminates. Paige reserves the right, in its sole discretion, to restrict, suspend and/or terminate your access to all or any part of the Embeddings Service at any time without prior notice or liability for any reason or no reason. Paige may change, suspend, discontinue or disable all or any aspect of the Embeddings Service at any time, including the availability of any feature, database, or service, without prior notice or liability. Paige is not liable for delays or outages caused by events beyond its reasonable control. These Terms of Use together with any Microsoft agreement or any Paige addenda shall constitute the entire agreement regarding the Embedding Service. If you have any questions about these Terms of Use, please contact [email protected]

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