Dermi Atlas Professional EULA

Last Updated: February 10, 2026

IMPORTANT: This End-User License Agreement ("EULA") is a legal agreement between you ("Licensee" or "Customer") and Dermi Inc. ("Dermi") for the Dermi Atlas software, specifically including Dermi Atlas Professional and Dermi Atlas Manager (collectively, the "Software").

BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO THESE TERMS.

1. License Grant

Subject to payment of fees, Dermi grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software solely for your internal business operations. The Software is licensed per-instance; a valid license key is required for each installation of Dermi Atlas Professional.

2. License Compliance and Audit

Dermi reserves the right to audit your use of the Software to verify compliance with this EULA, including the number of installations and license keys in use. You agree to cooperate with any such audit upon 30 days written notice from Dermi, including by providing reasonable access to records and systems relevant to your use of the Software.

3. Prohibited Activities (Reverse Engineering & Security)

You acknowledge that the Software contains proprietary trade secrets. You strictly agree NOT to:

1. Reverse Engineer: Decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Software or any part thereof.
2. Tamper: Bypass or manipulate license key validation, feature gates, or user limits.
3. Modify: Create derivative works, modify, or translate the Software.
4. Attack: Use the Software to probe, scan, or test the vulnerability of Dermi's systems or networks.
5. Distribute: Rent, lease, lend, sell, or sublicense the Software to third parties.

Any attempt to do any of the foregoing is a violation of the rights of Dermi. If you breach this restriction, you may be subject to prosecution and damages.

4. Data Privacy and Local Custody

4.1 Definition of Health Information

In this Agreement, "Health Information" refers collectively to:

• "Protected Health Information" (PHI) as defined by the U.S. Health Insurance Portability and Accountability Act (HIPAA); and
• "Personal Health Information" as defined by applicable Canadian privacy legislation.

4.2 Local Data Custody

Dermi Atlas Professional stores patient data locally on your infrastructure. Dermi does not access, collect, or store Health Information.

4.3 Customer Responsibility (Custodian/Covered Entity)

You acknowledge that Dermi acts solely as a software vendor and provider of technology.

• No Business Associate Relationship: Dermi is not a "Business Associate" (under HIPAA), "Health Information Custodian," or "Trustee" regarding the data stored within your local installation of the Software. Because Dermi does not have access to your local data, no Business Associate Agreement (BAA) is required or provided.
• Your Responsibilities: You are solely responsible for:
  • The security, encryption, access controls, and backup of your local data.
  • Ensuring your use of the Software complies with all applicable privacy laws in your jurisdiction, including but not limited to HIPAA (U.S.), PIPEDA (Canada Federal), PHIPA (Ontario), HIA (Alberta), the Act Respecting the Protection of Personal Information in the Private Sector (Quebec), and other applicable provincial or state laws.

4.4 Administrative Connectivity

While Health Information remains local, the Software connects to Dermi servers to facilitate administrative functions (license verification, 2FA configuration, password resets). These connections do not transmit Health Information. Refer to the Dermi Privacy Policy for details on transmitted administrative data.

4.5 Network and Internet Requirements

The Software requires an internet connection for initial license activation, periodic license verification, two-factor authentication setup, password resets, and software updates. Daily clinical operations (patient data entry, image management, comparisons) operate on your local network and do not require internet connectivity.

5. Intellectual Property

The Software is licensed, not sold. Dermi retains all ownership and intellectual property rights.

6. Third-Party and Open-Source Components

The Software may include third-party libraries and open-source software components, each of which is subject to its own applicable license terms. A list of such components and their licenses is available within the Software or upon written request to legal@dermi.ai. Nothing in this EULA limits or alters any rights granted under the applicable open-source licenses.

7. Updates

Dermi may provide updates to the Software. You agree that Dermi has no obligation to support older versions of the Software.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS." DERMI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. DERMI DOES NOT WARRANT THAT THE SOFTWARE IS BUG-FREE OR WILL MEET YOUR REQUIREMENTS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DERMI SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. DERMI'S TOTAL LIABILITY SHALL BE LIMITED TO THE GREATER OF (A) THE FEES PAID BY YOU TO DERMI IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (B) $100 USD.

10. Indemnification

You agree to indemnify, defend, and hold harmless Dermi and its officers, directors, and employees from and against any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your misuse of the Software; (b) your failure to secure Health Information stored on your infrastructure; (c) your violation of any applicable privacy, health information, or data protection law; or (d) your handling of patient data in connection with the Software.

11. Termination

11.1 Termination by Dermi

This EULA may be terminated by Dermi if you fail to comply with its terms. For non-material breaches, Dermi will provide written notice and a cure period of 15 days. Breaches of Section 3 (Prohibited Activities) may result in immediate termination without a cure period.

11.2 Termination by Licensee

You may terminate this EULA at any time by ceasing all use of the Software, destroying all copies, and cancelling your subscription through the Dermi Portal.

11.3 Effect of Termination

Upon termination, you must destroy all copies of the Software. You are responsible for exporting or backing up all locally stored data prior to termination using the built-in export features of the Software. Dermi has no obligation to retain, migrate, or provide access to locally stored data after termination. A reasonable grace period of 30 days from the date of termination notice is provided for data export purposes. Existing license keys will be deactivated upon termination.

12. Force Majeure

Dermi shall not be liable for any failure or delay in performing its obligations under this EULA to the extent that such failure or delay results from events beyond Dermi's reasonable control, including but not limited to acts of God, government orders, pandemics, natural disasters, infrastructure failures, cyberattacks, or third-party service outages.

13. Assignment

You may not assign or transfer your rights or obligations under this EULA without Dermi's prior written consent. Dermi may assign this EULA, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without your consent.

14. Survival

The following sections shall survive termination or expiration of this EULA: Sections 3 (Prohibited Activities), 4 (Data Privacy and Local Custody), 5 (Intellectual Property), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 15 (Governing Law), and any other provisions that by their nature should survive.

15. Governing Law

This EULA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Disputes shall be heard in Toronto, Ontario.

Contact

Dermi Inc.
18 King Street East, Suite 1400
Toronto, ON M5C 1C4
Canada

Email: legal@dermi.ai