Ocular Diagnosis Medicine End User License Agreement
1. DESCRIPTION OF THE SERVICE. This Agreement governs your use of the Ocular Diagnosis Medicine, Inc. ("Ocular Diagnosis ") Software Platform (“Software”), the Ocular Diagnosis Medicine web site www.Ocularemergancies.com (the "Site") and other related web sites, including, without limitation, the use of all content such as text, information, images, video, and audio, and the comprehensive suite of integrated tools, programs, Software, databases, helpers and other related items (collectively referred to as the "Service").
2. ACCESS. In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such a connection to the World Wide Web, including a computer and modem or other access device.
3. LICENSE GRANT. Subject to the terms of this Agreement, Ocular Diagnosis hereby grants to you a limited, non-exclusive, nontransferable license to download and install the Software and to access and use the Service. You may not rent, lease, sell, sublicense, assign, export or otherwise transfer, or allow others to use the Service or any underlying Software, technology or other information, including any printed materials of the same, nor may you create derivative works of or otherwise modify the same. This license will automatically terminate if you do not comply with the terms of this Agreement.
4. CUSTOMER REGISTRATION DATA. You hereby represent and warrant that you are legally bound by this Agreement when you click the "YES, I ACCEPT" button. In consideration for your access to and use of the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as required by the Service’s registration form (such information being the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide Registration Data that is untrue, inaccurate, not current or incomplete, or Ocular Diagnosis has reason to believe the same, Ocular Diagnosis has the right to suspend or terminate your account and refuse to provide you with access to and use of the Service.
5. USE OF REGISTRATION DATA. You grant Ocular Diagnosis the right to use Registration Data for internal purposes, and to disclose to third parties certain aggregate information contained in your Registration Data or related data, provided that such information will not include personally identifying information, except (a) as authorized by you, (b) in the good faith belief that such action is reasonably necessary to comply with applicable laws, legal process or to enforce this Agreement or (c) in connection with your attempt to purchase goods or services from a vendor via a link to another World Wide Web site.
6. CUSTOMER USERNAME, PASSWORD AND SECURITY. Upon your acceptance of this Agreement, you will create a profile with username and password. Your username and password are solely for your use and are not to be shared with any one else. You are solely responsible for maintaining the confidentiality of your username and password and for any and all use and access to the Service which occurs under your account. You agree to immediately notify Ocular Diagnosis of any unauthorized use of your account or any other breach of security known to you.
7. EXPORT. You may not download or otherwise export or re-export any underlying Software, technology or other information from the Service except in full compliance with all U.S. and other applicable laws and regulations. In particular, but without limitation, none of the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, North Korea, Iran, Syria, Crimea Region of Ukraine, Sudan or any other country to which the U.S. has embargoed goods or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s or State Department’s Table of Denial Orders. You agree to indemnify and hold harmless and defend Ocular Diagnosis against any and all liability arising from or relating to your breach of this Section 9.
8. SUPPORT. Ocular Diagnosis shall have no obligation to provide you with any maintenance or support relating to the Service.
9. LINKS. Ocular Diagnosis may provide, or third parties may provide, links to other World Wide Web sites or resources. Ocular Diagnosis does not endorse and is not responsible for any data, Software or other content available from such sites or resources and you acknowledge and agree that Ocular Diagnosis shall not be liable, directly or indirectly, for any damage or loss relating to your use of or reliance on such data, Software or other content.
10. DISCLAIMER OF WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Ocular Diagnosis AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES Ocular Diagnosis MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE (INCLUDING THIRD PARTY CONTENT) OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. Ocular Diagnosis AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA OBTAINED THROUGH USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
11. MEDICAL DISCLAIMERS. THE SERVICE MAY CONTAIN KNOWLEDGE BASES THAT INCLUDE A SIGNIFICANT NUMBER OF COMMON DISEASES AS WELL AS SOME RARE DISEASES, BUT SHOULD NOT BE CONSIDERED COMPLETE DUE TO A NUMBER OF POSSIBLE CAUSES, INCLUDING BUT NOT LIMITED TO: A LACK OF COMPLETE COVERAGE OF ALL SIGNS; SYMPTOMS AND LABORATORY TESTS AND ALL POSSIBLE DISEASE ENTITIES; THE INABILITY OF THE SERVICE TO ACCEPT THE USER’S DESCRIPTION OF SIGNIFICANT CLINICAL FINDINGS; THE FAILURE OF THE SERVICE TO CONSIDER THE UNDERLYING RELATION BETWEEN THE CLINICAL MANIFESTATIONS AND THE DISEASE ENTITIES; THE INADEQUACY OF THE SERVICE TO COPE WITH ALL OF THE VARIATIONS IN THE WAY THAT A DISEASE CAN PRESENT AS A RESULT OF DIFFERENT DISEASE SEVERITY; THE PRESENCE OF A SECOND INTERACTING DISEASE; THE FAILURE TO INCLUDE THE APPROPRIATE RELATIONSHIPS BETWEEN THE CLINICAL MANIFESTATIONS AND THE DISEASE ENTITY; OR COMPUTER OR HUMAN ERROR. BECAUSE OF THESE FACTORS, IT IS IMPORTANT THAT THE SERVICE BE USED ONLY AS A REFERENCE TOOL, SIMILAR TO THE USE OF A TEXTBOOK OR A JOURNAL ARTICLE AND THAT THE SERVICE NOT BE USED AS A SUBSTITUTE FOR PHYSICIAN OR NURSE PRACTITIONER DIAGNOSTIC DECISION MAKING. THE RESPONSIBILITY FOR DECISIONS REGARDING ACTUAL PATIENT CARE RESTS SOLELY WITH THE PHYSICIAN OR NURSE PRACTITIONER TREATING A PATIENT. THE SERVICE IS NOT INTENDED TO PROVIDE THE "RIGHT ANSWER" OR TO GIVE DEFINITIVE MEDICAL CONSULTATION. THE SERVICE IS A MEDICAL REFERENCE, AND SHALL NOT BE USED AS A DIAGNOSTIC DECISION MAKING SYSTEM AND MUST NOT BE USED TO REPLACE OR OVERRULE A PHYSICIAN’S JUDGMENT OR A PHYSICIAN’S DIAGNOSIS.
13. LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT Ocular Diagnosis AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSESQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO: (i) YOUR USE OF THE SERVICE OR USE OF THE SERVICE THROUGH YOUR ACCOUNT BY ANYONE ELSE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE DATA, INFORMATION OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE. Ocular Diagnosis ’S TOTAL CUMULATIVE LIABILITY TO YOU AND ANYONE WHO USES THE SERVICE THROUGH YOUR ACCOUNT, FOR ANY AND ALL CLAIMS UNDER ANY THEORY OF LAW, WILL NOT EXCEED THE UNUSED PORTION OF FEES PAID FOR THE SERVICE. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, Ocular Diagnosis SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND Ocular Diagnosis AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE LESSER OF $1,000 OR THE FEES YOU PAID US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. YOU AND Ocular Diagnosis AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE FEES, IF ANY, Ocular Diagnosis CHARGE YOU TO USE THE SITE AND THE SERVICES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, Ocular Diagnosis WOULD NOT PROVIDE THE SITE OR SERVICES TO YOU.
14. INDEMNIFICATION. You agree to indemnify and hold Ocular Diagnosis, its officers, employees and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service or breach of this Agreement or violation of any rights of another.
15. TERMINATION. You may terminate this Agreement at any time by notifying Ocular Diagnosis in writing. Ocular Diagnosis may at its sole discretion terminate this Agreement at any time, with or without prior notification, in the event you fail to comply with the terms and conditions of this Agreement, and may deactivate your user name and password. Ocular Diagnosis reserves the right to modify or terminate the Agreement, Services and/or product offerings at any time without notice to you. Ocular Diagnosis Medicine has the right to terminate a free membership at any time.
16. NOTICES; AMENDMENTS. Notices shall be provided to you by displaying notices or links to notices to you on the Service, or by e-mail or regular mail to the addresses specified in your Registration Data. Ocular Diagnosis may amend this Agreement at any time by providing notice of such amendments to you as required in the previous sentence, or by posting amended forms of this Agreement on the Site. Such amended forms shall be effective immediately upon delivery of the notice or its posting. It is at all times your responsibility to read the most current form of this Agreement before using the Service to ensure that you agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable.
17. PROPRIETARY RIGHTS TO CONTENT. You acknowledge and agree that the Service and any necessary Software used in connection with the Service, including, without limitation, the Software, text, sound, photographs, video, graphics or other material contained in or presented to you as part of the Service ("Content"), contain proprietary and confidential information that is protected by applicable intellectual property and other laws. All Content is copyrighted and is protected under state and federal law, as well as international treaties and the copyright laws of other countries. You may not copy, reproduce, distribute or create derivative works based on the Service or the Content, in whole or in part. All rights not expressly granted herein are reserved by Ocular Diagnosis and its suppliers.
18. PROHIBITED USES OF SERVICE. You agree not to resell the Service or use of or access to the Service. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Service. You agree to use reasonable efforts to keep persons with access to the Service from using it for the development, stockpiling or deployment of chemical or biological weapons; if you cannot accept this constraint, or if any military application is anticipated, a special license agreement, approved by the U.S. Department of Commerce, will be required in addition to this Agreement.
19. MOBILE COMMUNICATIONS. You will be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to access or otherwise use the Service, including, without limitation, hardware devices, software, and other internet, wireless, broadband, phone or other mobile communication device connection services. You will be responsible for ensuring that such equipment or ancillary services are compatible with the Service and you will be responsible for all charges incurred in connection with use of the Service in connection with all such equipment and ancillary services. Please note that by accessing and using the Service via mobile devices, or by using certain mobile features, you may incur fees from the provider or carrier of the mobile services that you use and you are solely responsible for the payment of such fees. Ocular Diagnosis does not promote, recommend or condone use of the Service during certain activities, such as automobile driving, where there is risk of accident, personal injury, property damage or death. You agree not to use the Service during such activities, and warrant, represent and certify that you will not do so.
20. ASSIGNMENT. You may not assign or transfer your rights under this Agreement without the prior written consent of Ocular Diagnosis. Ocular Diagnosis may assign all rights and liabilities under this Agreement to a subsidiary, affiliate or successor to all or a substantial part of its business and assets without your consent. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the successors and permitted assigns of the parties.
22.1 You agree to access and use the Service in accordance with all applicable laws and regulations, including, without limitation, state and federal laws and regulations. You agree not to use the Service for any illegal or wrongful purposes.
22.2 This Agreement shall be governed by the laws of Ontario, Canada without regard to its conflict of laws principles.
22.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, such provision shall be reformed to as nearly as possible approximate the intent of the parties and all other provisions shall remain in full force and effect.
22.4 Ocular Diagnosis ’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
22.5 Section headings in this Agreement are used solely for the convenience of the parties and have no legal or contractual significance.
22.6 This Agreement constitutes the parties’ final, exclusive and complete understanding and agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements between the parties.