SKIN SCIENCE INNOVATIONS INC. TERMS OF SERVICESSI-TOS-20230901Effective starting: September 01, 2023
These terms of service (these “Terms”) constitute a legally binding agreement between you and Skin Science Innovations Inc. (“SSI” “we”,“us” or “our”) governing your use of the beta services available on our Dermi.ai Clinical Dashboard Demo website at dashboard.dermi.ai (“Dermi.ai Clinical Dashboard Demo Web App” or Clinical Dashboard Demo”). The Clinical Dashboard Demo is a web-based platform intended for research and informational purposes only and allows Users to experiment our AI-powered tool that assesses images in order to provide information related to skin diseases (collectively with the Clinical Dashboard Demo, the “Services”). Any information that you share through the Services or on the Clinical Dashboard Demo is only for informational and research purposes to learn more about the various skin diseases, and to enable SSI to develop and source technologies to improve the Services.
If you are using the Services on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such a case, “you”, “your” and “User” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and SSI.
If you are: (a) accessing, using, receiving or purchasing the Services on behalf of an individual who (i) is physically or mentally incapable of accessing, using, receiving or purchasing the Services, or (ii) otherwise requires, requests or authorizes you to access, use or receive the Services on their behalf; or (b) assisting an individual to access, use, or receive the Services who (i) is mentally or physically incapable of accessing, using, receiving or purchasing the Services on their own, or (ii) otherwise requires, requests or authorizes your assistance in accessing, using, receiving or purchasing the Services, you are agreeing to the Terms for that individual and representing and warranting that you have the authority to bind that User to the Terms. In such a case, “you”, “your” and“User” will also refer to that individual and yourself individually. For greater clarity, both you and such individual are legally bound by these Terms which form an agreement between you and SSI.
1. The Services
Through the Clinical Dashboard Demo, SSI facilitates (a) providing the Services to Users registered for a User Account (as defined below); and (b) provides the Results (as defined below) as applicable for the User. You agree that the Services are made available solely for your personal and non-commercial use. We reserve the right to terminate or modify the Services in whole or in part (including the Clinical Dashboard Demo), in any manner in our sole discretion, without notice.
2. Eligibility to Use the Services
(a) Eligibility. The Services may only be used by individuals who can form legally binding contracts under applicable law. Subject to Section 2(b) below, the Services are not available to be used by persons under the age of majority in your province or territory of residence or Users who have had their User Account temporarily or permanently deactivated.
(b) Access. You shall use the Clinical Dashboard Demo exclusively to test and evaluate the Services, and you shall access it through the registration portal (available at https://dashboard.dermi.ai/email_registration or https://dermi.ai/register-email). To access portions of the Clinical Dashboard Demo or certain resources, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services, and you hereby represent and warrant that all registration information you provide is correct, current, and complete. You must log out from the Clinical Dashboard Demo at the end of each session. You agree that you are solely responsible to us for all activities identified with your access and registration. We will not be liable if, for any reason, all or any part of the Services or the Clinical Dashboard Demo is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Clinical Dashboard Demo to a subset of permitted Users (as defined below). You are solely responsible for making all arrangements necessary for you to access the Clinical Dashboard Demo.
(c) Connection. In addition, to access or use the Services, you must have continued access to the internet. You are responsible for obtaining the data network access necessary to access or use the Services. Your mobile network’s data and messaging rates and fees may apply, and you are responsible for such rates and fees.
(b) Additional Policies. In addition, by using the Services, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements, or documents communicated through the Services, including, without limitation, as applicable, any policies referred to in these Terms. For example, we may post additional policies, guidelines, rules, obligations, or agreements that specifically relate your use of the Services. You agree to comply with such policies, guidelines, rules, obligations, or agreements even if they are not identified in these Terms.
4. Informational Services
The Services are not a medical device and are not intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease. The Services are not a substitute for medical advice and consultations with qualified medical or other relevant healthcare professionals. You should seek emergency help or follow-up care when recommended by a medical professional or other healthcare provider. The Services and any content on the Clinical Dashboard Demo do not constitute medical advice and are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Please seek the advice of your healthcare provider with any questions related to your health.
The Services provide you with a demonstration of our AI-powered tool that assesses generated skin-related images in accordance with the User instructions on the Clinical Dashboard Demo. Such generated images will then be analyzed by the algorithm and technologies sourced by SSI for potential signs of the common forms of skin diseases (the“Results”). You hereby irrevocably and expressly consent to SSI accessing, reviewing, processing, adapting and/or interpreting the Results, prior to such Results being communicated to you through the Services, for the purpose of making the Results more understandable to you and to improve the Services. Any SSI adaptation of the Results should not be relied upon or used for any decision making related to the Results. We cannot and do not warrant or guarantee that the Results will be accurate. Repeat or further testing may be required. The Results are not medical advice and do not constitute a diagnosis and should not be used to treat disease.
6. User Accounts
In order to use the Services, you must register for an account through the Clinical Dashboard Demo (“User Account”), and we may ask you to expressly consent to the additional rules or conditions by a click-through agreement, for example, checking a box or clicking on an “I agree” or similar button. SSI has the absolute right to disable any User Account, at any time, for any reason, including if in our sole discretion we believe that you have failed to comply with any provisions of the Related Agreements. You may be required to submit additional information, either when registering for a User Account or thereafter when using the Services (“Verifying Information”). Upon submission of such Verifying Information, you authorize SSI to request, receive, use, store, or share such information as SSI, in its sole discretion, deems necessary to provide you with the Services. Where permitted, SSI has the right, but not the obligation, to undertake screenings, checks, and processes designed to check your Verifying Information. When and upon registering for a User Account and while using and purchasing Services, you agree to (i) provide accurate, current and complete information as may be prompted by any User Account registration or otherwise through or on the Services (“Registration Data”); (ii) maintain the confidentiality and security of your User Account password; (iii) maintain and promptly update the Registration Data, and any other information you provide to or through the Services, and to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information or material you provide to or through the Services. You may not impersonate any other person while using or purchasing the Services. Unless otherwise authorized by designated User of the User Account and SSI, you may not allow other persons to use your User Account and you agree that you are the sole authorized user of your User Account. SSI will not be liable for any loss or damage from your failure to comply with these obligations. You shall at all times be responsible and liable for all actions conducted through and related to your User Account.
7. Fees and Changes
(a) Fees. You can browse the Clinical Dashboard Demo and register for a User Account without the payment of any fees, and you shall not be charged for any of the fees associated with the Services. If there are any new applicable fees and other charges for the purchase or receipt of Services, it will be published on the Clinical Dashboard Demo or at the point of purchase via a third-party provider.
(b) Change to Fees. We reserve the right to introduce or change any fees or charges on or related to the Services from time to time. If a fee or charge is changed or a new fee or charge is introduced, it will take effect no earlier than 30 days from the date it is posted on the Clinical Dashboard Demo, your User Account or as otherwise communicated to you in writing by SSI. If you do not accept the changed or new fee or charge, you must terminate your User Account prior to the end of the 30-day period. After such period, if your User Account is not terminated, your continued use or purchase of the Services after the effective date of the change indicates your agreement with the new fees and/or charges.
8. Ownership, Copyright and Trademarks
(a) User Content. Content (as defined below) provided by Users is called “User Content”. User Content is the property of its respective owners (e.g., the User that inputted it). User Content on the Services may include posted information, images, feedback, Registration Data, Verifying Information, and other data uploaded by a User to the Services. SSI’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 11 below.
(b) Ownership, Copyright and Trademarks. Other than User Content, the Services (including the Content thereon) and any other software used to create and operate the Services is the property of SSI or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
(c) Responsibility. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice, in accordance with applicable law, any User Content posted or stored on the Services, and we may do this at any time and for any reason. You represent and warrant that you have all necessary rights, consents and permissions to collect, share and use all User Content and that no User Content violate or infringe any third-party intellectual property rights or, publicity, privacy, or other rights.
9. License to Use the Services, License Restrictions and Restricted Activities
(a) Content. In these Terms the content on the Services, whether made available to you or provided by you, including, without limitation, all User Content (as defined above), information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
(b) License. SSI grants to you a revocable, non-exclusive, non-sublicensable license to use and access the Services and to view the Content available to you through the Services (“License”).
(c) License Restrictions and Restricted Activities. Other than as expressly permitted in these Terms, the Services (including the use and purchase thereof), the Content and the License are subject to the following restrictions, terms and conditions:
(i) The Services (including your User Account) are for your use only. You may not resell, lease, or provide it in any other way to anyone else, except as permitted through the Services.
(ii) You may not make or distribute copies of the Services.
(iii) You may not alter, merge, or translate the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Services to a human-perceivable form.
(iv) You may not modify, reproduce, or create derivative works based on the Services or the Content.
(v) You may not use the Services for any application deployment or ultimate production purpose.
(vi) You may not use the Services to develop any application, offering or service having the same or similar primary function as the Services.
(vii) You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
(viii) You may not otherwise use the Services or the Content other than for its intended purpose and you may not use the Services to share any personal health information if its not required.
(ix) Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
(x) Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The License in this Section is revocable by SSI at any time.
(xi) Your use of the Services and the Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law (including, without limitation, any patent, trademark, trade secret, copyright or other intellectual or proprietary rights).
(xii) You may not provide information or act in a manner that is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, hateful or illegal.
(xiii) You may not (i) index, scrape, “data mine”, survey or in any way reproduce or circumvent the navigational structure or presentation of the Clinical Dashboard Demo; or (ii) link directly or indirectly to any other websites, applications or services.
(xiv) You may not transfer or sell your User Account, password and/or identification to any other party.
(xv) You must comply with and abide by the User Content Guidelines (as defined below).
10. Your Limited License of Your User Content to SSI
(a) Ownership. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Services, now and in the future. For example, if you, a User, share any image or personal information through the Services, we need your license to use that User Content in to provide and process the Results.
(b) License. Therefore, by uploading, posting or distributing User Content to or through the Services, you (a) grant SSI and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right, in accordance with applicable law, to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to upload, post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the restrictions described Section 12 below).
(c) Sublicense. If your User Content is intended for the use of other users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right, in accordance with applicable law, to sublicense such User Content to such users for their use in connection with their use of the Services, as described in this Section.
(d) Rights Granted. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
11. User Content Guidelines
(a) User Content Guidelines. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following (“User Content Guidelines”):
(i) any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of SSI;
(ii) content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
(iii) content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
(iv) content that is intended to advertise services, products or offering of another person or organization;
(v) private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
(vi) viruses, corrupted data or other harmful, disruptive, or destructive files; or
(vii) content that is unrelated to the use of the Services.
12. Security of the Services
To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Services, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
13. Third Party / Open-Source Software
The Services may contain and/or may connect to third party software and/or open-source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third-Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, you are also accepting the Third-Party Licenses, if any. Third-Party Licenses may be viewed through the Services or by contacting SSI at dermi.ai/contact or via email at firstname.lastname@example.org.
14. Third-Party Service Providers and Partners
SSI may hire or engage one or more third-party partners to perform any or all of its obligations under the Terms. We operate the Services in conjunction with our independent contractors. Our independent contractors and third-party partners may have access to your personal or business information in providing services to us or providing you with access to the Services. We may, in accordance with applicable law, use a variety of third-party service providers, independent contractors, employees and servers in locations both inside and outside of Canada, which may make your personal or business information the subject of foreign laws and foreign legal proceedings.
15. Linked Sites
The Services may contain links to third party websites (“Third Party Sites”) or third-party content (“Third Party Content”) as a service to those interested in this information. You use links to Third Party Sites, or any Third-Party Content or services provided there at your own risk. SSI does not monitor or have any control over, and makes no claim or representation regarding, such Third-Party Content or Third-Party Sites. SSI provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply SSI’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. SSI accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of any Third-Party Content, Third-Party Sites, or websites linking to the Services. When you leave the Services, unless otherwise stated herein, our Terms and policies no longer govern. You should review applicable terms and policies, including, without limitation, privacy and data gathering practices, of any Third-Party Site, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
16. Advertisements and Promotions
SSI may run advertisements and promotions from third parties on or through the Services. Your business dealings or correspondence with, or participation in promotions of advertisers other than SSI, and any terms, conditions, warranties, or representations associated with such dealings are solely between you and such third party. SSI is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on or through the Service.
17. Typographical Errors or Inaccuracies
The Clinical Dashboard Demo may contain typographical or photographical errors or inaccuracies and may not be complete or current. SSI reserves the right to correct any errors, inaccuracies, or omissions (including, without limitation, after Results have been sent to a User) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies, or omissions may relate to pricing and availability of Results, and to the extent permitted by applicable law, SSI reserves the right to cancel or refuse to accept any Result order placed based on incorrect pricing or availability information. We apologize for any inconvenience.
THE SERVICES AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM SSI OF ANY KIND, EITHER EXPRESS OR IMPLIED. SSI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SSI DOES NOT REPRESENT OR WARRANT OR GUARANTEE THAT THE SERVICES OR THE CONTENT ARE ACCURATE, COMPLETE, TIMELEY, SECURE, RELIABLE, CURRENT, VIRUS-FREE OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICES OR THE CONTENT, OR ANY PORTION THEREOF. WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE. ANY SERVICES PROVIDED THROUGH THE CLINICAL DASHBOARD DEMO MIGHT BE INAPPROPRIATE FOR YOUR OWN SITUATION OR MIGHT BE MISINTERPRETED AND SSI ASSUMES NO RESPONSIBILITY FOR HOW YOU USE SUCH SERVICES. THE CONTENT, THE RESULTS AND THE SERVICES ARE PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT, RESULTS AND THE SERVICES ARE NOT INTENDED TO BE MEDICAL ADVICE AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. SSI WILL NOT BE LIABLE IF ANY MEDICAL OR PERSONAL HEALTH INFORMATION IS SHARED BY THE USER. WE ADVISE YOU TO DISCUSS ANY QUESTIONS YOU MAY HAVE REGARDING ANY CONTENT, RESULTS, SERVICES AND/OR THE STATUS OF YOUR HEALTH WITH A QUALIFIED HEALTHCARE PHYSICIAN OR OTHER HEALTHCARE PROVIDER PRIOR TO RELYING ON SUCH SERVICES. YOU ARE RESPONSIBLE FOR VERIFYING ANY SERVICES YOU OBTAIN FROM THE CLINICAL DASHBOARD DEMO OR ANY RESULTS BEFORE RELYING ON IT. THERE ARE INHERENT RISKS ASSOCIATED WITH THE USE OF, RELIANCE ON OR INAPPROPRIATE RELIANCE ON OR USE OF THE SERVICES. RELIANCE UPON THE SERVICES OR THE CONTENT SHALL ALSO BE AT YOUR OWN RISK.
WE PROVIDE NO ASSURANCES, GUARANTEES OR REPRESENTATIONS (EXPRESS OR IMPLIED) REGARDING THE QUALITY, REPUTATION, INTEGRITY, RESPONSIBILITY, OR ACTIONS (AS APPLICABLE) OF ANY PRODUCED RESULTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MADE IN THESE TERMS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
19. Limitation of Liability
(a) Waiver of Liability. You waive and shall not assert any claims or allegations of any nature whatsoever against SSI, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”and each a “Released Party”) directly or indirectly, arising out of, resulting from or in any way relating to your use of or reliance on the Services or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of the Services or the Content, or allegations that SSI or any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Services. You use or purchase the Services at your own risk.
(b) No Damages. Without limitation of the foregoing, you agree that, to the fullest extent permitted by law, in no event will SSI or any other Released Party be liable, howsoever caused, for any direct, special, indirect, incidental, punitive, exemplary or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of reputation, loss of emotional well-being, loss of data, loss of life, or loss incurred by any third party, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the Services or the Content, including without limitation any damages caused by or resulting from (a) your reliance on the Services, the Content or other information obtained from SSI or any other Released Party or otherwise accessible via the Services; (b) mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or inability to access, use or purchase of the Services; (c) delay in performance of or default in our performance of any obligation under these Terms; and/or (d) or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to SSI’s, any User’s, or any other Released Party's records, programs or services, regardless of legal theory and whether or not we have been warned of the possibility of such damages and whether those damages were foreseeable or not and/or caused by any negligence, misconduct, and/or other action and/or inaction, directly or indirectly, by you or any third party (including, without limitation, SSI or any Released Party).
(c) Limitation of Liability. In no event shall the aggregate liability of SSI, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the access to, purchase of or use of the Services exceed any amount paid by you (as applicable) to SSI for access to the Services during the two (2) months prior to the date of any claim, if any. We shall not be in breach of any provision of these Terms caused by your failure to observe any of your obligations or undertakings as set out in these Terms. Further, we shall not be obligated to provide the Services, or any part thereof, where you have failed to comply with the terms and conditions of these Terms, including, without limitation, your failure to follow the Instructions as it relates to the Clinical Dashboard Demo.
(d) Third-Parties. To the fullest extent permitted by law, without limiting the generality of this Section, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions, including but not limited to, the negligent acts or omissions of our independent contractors, third-party partners, employees, clients, any other third-party service providers and/or any third party software and/or open source software providers.
(e) Remedies. If you are dissatisfied with the Services, do not agree with any part of the Terms, or have any other dispute or claim with or against us or any other Released Party, then your sole and exclusive remedy is to discontinue accessing and using the Services. We reserve the right to seek all remedies available at law and in equity for violations of the Terms (in whole or in part).
(a) Indemnification. You shall defend, indemnify and hold harmless SSI and the other Released Parties from any and all claims, suits, actions, losses, demands, injuries, damages, liabilities, costs (including reasonable legal fees), taxes, expenses, settlements, judgments, obligations, risks and proceedings of every kind and nature (“Claims”), known and unknown, which may arise from or are in any way connected with, among other things, (a) your violation of these Terms, including, without limitation, your failure to observe any of your obligations or undertakings contained within these Terms; (b) your violation of any third-party right; (c) any breach of a representation or warranty made by you to us, either in the Terms or otherwise; (d) our use of your User Content uploaded to the Clinical Dashboard Demo or otherwise provided to us; (e) the use of the Services or the Content (or any part thereof), by any person to whom you give access to your User Account; (f) your use of, access to, reliance on and/or activities in connection with the Services; (g) any negligent, fraudulent, reckless, or intentionally wrongful act; or (h) any failure to use the Services in accordance with all applicable laws, rules, and regulations. You will cooperate as fully as reasonably required in the defence of any Claims. SSI reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, provided, however, that you will remain liable for any such Claims and for the costs of the defence.
21. Waiver of Trial by Jury and Disclosure of Information
(a) Waiver of Trial by Jury. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of the Terms.
(b) Disclosure of Information. We reserve the right to provide your User Content and other user information (including but not limited to your personal and/or business information) uploaded or collected by SSI on or in connection with the Services, to third-parties, if required by law (such as in response to a subpoena, court order or other legal process in any jurisdiction), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If we are required by law to make any disclosure of your User Content or personal and/or business information, we may (but are not obligated to) provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.
22. Termination/Modification of License and Service
(a) Termination. Notwithstanding any provision of these Terms, SSI reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use or purchase, as applicable, of all or any portion of the Services or Content; (c) change, suspend or discontinue any aspect of the Services or Content; and/or (d) impose limits on the Services or Content. The Services is not available to Users who have had their User Account temporarily or permanently deactivated.
(b) Modification. SSI reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policies, guidelines, rules, obligations, agreements, or documents communicated through or applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Registration Data, if any, and/or we will post a notice on your User Account page or elsewhere on the Clinical Dashboard Demo visible to you the next time you access the Services. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Clinical Dashboard Demo, and your continued use or purchase of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies, guidelines, rules, obligations, agreements, or documents communicated through the Services or incorporated in the Terms to understand the terms and conditions that apply to your use or purchase of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please contact us at dermi.ai/contact or via email at email@example.com.
23. Communications and User Submissions
(a) Communications. By creating a User Account, you agree to receive certain communications from SSI. For example, you may receive notifications, a newsletter and/or other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you (other than notice of modification of these Terms, which is discussed in Section 23 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data or on your User Account. Second, we may post a notice to you on your User Account page. Third, we may post the notice elsewhere on the Clinical Dashboard Demo. When we post notices on the Clinical Dashboard Demo, we post them in the area(s) of the Clinical Dashboard Demo suitable to the notice. It is your responsibility to periodically review the Services and your User Account page for notices.
24. Region, Applicable Law, and Venue
(a) Governing Law. The Services are controlled by SSI and operated by it from its offices in Toronto, Ontario. You and SSI both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and SSI explicitly agree that all disputes, claims, or other matters arising from or relating to your use or purchase of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
(b) Regional Considerations. The Clinical Dashboard Demo can be accessed from countries around the world, and you may not access, download, use or export materials on the Clinical Dashboard Demo in violation of applicable export laws ore regulations. Access to the Clinical Dashboard Demo may not be legal by certain persons or in certain countries. If you access the Clinical Dashboard Demo from outside Canada, you do so on your own initiative and are responsible for compliance with local laws. Access to the Clinical Dashboard Demo from territories where the Clinical Dashboard Demo or any of the Services are illegal is prohibited. You acknowledge that you always remain responsible for your compliance with all applicable laws.
(c) Dispute Resolution. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms; (b) the Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against SSI related to any Claim and, where applicable, you also agree to opt out of any class proceedings against SSI. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
(d) Court. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
(e) Other Jurisdictions. If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify SSI and the other Released Parties for your failure to comply with any such laws.
25. Termination of theseTerms
You and SSI may terminate these Terms and your use or purchase of the Services at any time, subject to the terms and conditions of these Terms. When you terminate these Terms, you must cease using the Services immediately. When your User Account is terminated, subject to applicable law, your Results, or any User Content you have uploaded to the Services may remain on the Services. The license you grant to us in Sections 6(d) and 11 therefore survive the termination of these Terms. In addition, subject to applicable law, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If your User Account is terminated, SSI will have no further obligation to provide access to the Services (including your User Account), except to the extent there is an obligation to provide you with access to your User Content or Results, or if we are requested to do so, for a limited period, by your physician or other healthcare provider in connection with his or her professional obligations to you. If these Terms expire or terminate for any reason, Sections 9, 10, 11, 19, 20, 21, 22, 23, 25, 26 and 27, and any representation or warranty you make in these Terms, shall also survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Where a provision in the Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute. Our failure to enforce any right or provision of the Terms will not be deemed a waiver of such right or provision. Unless otherwise specified, all references to amounts of money in these Terms refer to Canadian (CAD) currency. The Terms shall enure to the benefit of and are binding upon the parties and their respective successors and permitted assigns. SSI may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of SSI, and any such attempted assignment will be void and unenforceable. Violation of the Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of the Terms. These Terms constitute the entire agreement between you and SSI regarding your use and purchase of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and SSI regarding your use or purchase of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
27. Questions and Comments