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BIOEQUA TERMS OF SERVICE
BIOEQUA TERMS OF SERVICE
BIOEQUA, Inc., (“BIOEQUA”/“us”/“we”), provides a messaging and communications service called “BIOEQUA” through our website (the “Site”) and our application for mobile devices, tablet computers and similar devices (the “App”) and provide access to Collective Content (defined below), collectively the Site, App and Collective Content and services is referred to herein as the “Services”). Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy.
BY CLICKING ON THE “AGREE” OR “I ACCEPT” BUTTON, OR ACCESSING OR USING THE SERVICES INCLUDING BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS WHICH CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND BIOEQUA, INC. YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT UNLESS YOU AGREE TO THESE TERMS. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” extends beyond you to also refer and apply to that company or other legal entity.
1. KEY CONTENT-RELATED TERMS
“Content” means text, graphics, images, software (excluding the App) information, messages or other materials.
“Collective Content” means, collectively, BIOEQUA Content and Registered User Content. Certain areas of the Site and App (and your access to or use of certain Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, App or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services, App or Collective Content. Unless explicitly stated otherwise, any new features that augment or enhance the current Services in future shall be subject to these Terms; they will be posted to the Site as available as well as to the App and you are deemed to have accepted them.
“Direct Messaging” means BIOEQUA’s direct messaging feature which allows one Registered User to communicate directly with another Registered User.
“BIOEQUA Content” means Content that we make available through the Services including any Content licensed from a third party, but excluding Registered User Content.
“Paging” means BIOEQUA’s feature which allows Users to contact a specific specialty of Verified Users with whom they can share a particular image, while concurrently sharing it with all Registered Users.
“Registered User” and “you” means a person that completes BIOEQUA’s account registration process, as described in the “Account Registration” section below.
“Registered User Content” means Content a Registered User posts, uploads, publishes, submits, or transmits to be made available through the Services.
“Verified User” means a Registered User who has been verified to be a licensed healthcare professional or student in a recognized healthcare program. BIOEQUA has the discretion to verify inactive or retired healthcare professionals.
2. MODIFICATIONS
BIOEQUA, Inc. reserves the right, at its sole discretion, to modify, discontinue or terminate the Services (or any aspect thereof) or to modify these Terms, at any time and without prior notice. If we modify these Terms we will post the modification via the Site or App or provide you with notice of the modification. By continuing to access or use the Services after we have posted a modification or have provided you with notice of a modification, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you agree to immediately stop using the Services.
3. ACCOUNT REGISTRATION; CONDITIONS ON ACCESS AND USE OF SERVICES
3.1 AVAILABILITY.
Access to and use of the Services is limited to individuals who are at least 13 years of age. The Services are available worldwide but currently not for the following countries: Cuba, Syria, Sudan, Libya, Iran, and North Korea. Special terms apply to Users in different jurisdictions so please refer to Appendix A for terms which may apply to your use and rights under this Agreement.
3.2 COMPLIANCE WITH LAWS.
You are responsible for ensuring that your use of the Services complies with the laws of your country of residence and you assume the risks (including indemnity under Section 13) attendant to the use of the Services and the use of any materials that you provide. You must register to create an account (“Account”) and become a “Registered User” to use the Services.
3.3 REGISTRATION.
To register, you must provide a username, your email address, your medical specialty, and other information specified in the registration form (“Registration Data”). You represent and warrant: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are at least 13 years of age; and (iii) you will maintain and promptly update the Registration Data to keep it at all times true, accurate, current, and complete. You authorize BIOEQUA, Inc, in its sole discretion to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if BIOEQUA, Inc. has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, BIOEQUA, Inc. has the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You also authorize BIOEQUA, Inc. to access your contact list and/or address book on your device at your direction in order to allow you to share information and images with specific contacts you choose, connect with your colleagues, or to allow you to invite specific contacts you choose to use the Services. If your invitee is a resident of any country that has anti-spam laws or privacy laws requiring consent from users in place, including but not limited to Argentina, Australia, Belarus, Brazil, Chile, Costa Rica, Iceland, Ireland, Israel, Japan, Mexico, New Zealand, Norway, Peru, South Africa, Turkey, the United Kingdom, Venezuela or any part of the European Economic Area, you must obtain his or her prior consent to use his or her e-mail address to share information or images or issue an invitation to use the Services.
Use of the Services is void where prohibited by law or otherwise. By using the Services, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited from using the Services. You understand that your use of the Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Services.
You understand and agree that the Services may include certain communications from BIOEQUA, Inc., such as service announcements and administrative messages, and that while these communications are considered part of BIOEQUA membership, you will be able to opt out of receiving them. However, you will not be able to opt out of any announcements and messages related to the implementation of BIOEQUA's Privacy Policy and your obligations thereunder with regard to your Registered User Content.
3.4 SUBSCRIPTION/USAGE FEES.
BIOEQUA, Inc. does not currently charge fees for the use of the Services. However, you acknowledge and agree that BIOEQUA, Inc. reserves the right, in its sole discretion, to charge you for and collect fees from you for the use of the Services and to send and receive communications. BIOEQUA, Inc. will provide notice of any fee collection via the Services prior to implementing such a fee, and you will have a choice at that time to continue to use the Services or not. If you choose not to pay, BIOEQUA, Inc. reserves the right to immediately terminate your access to the Services.
4. SECURITY
The Services are designed to require users to provide a valid, working e-mail address and password to access and use the Site, Services, App, and Collective Content. Upon registering, you will select a password. Your email address and the password and codes assigned to you are, collectively, your “User Information.” You are solely responsible for (1) maintaining the strict confidentiality of your User Information, (2) not allowing another person to use your User Information to access the Services, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your User Information. You agree to immediately notify BIOEQUA, Inc. in writing by email of any unauthorized use of your User Information or any other breach of security. BIOEQUA, Inc. is not and shall not be liable for any harm arising from or relating to the theft of your User Information, your disclosure of your User Information, or the use of your User Information by another person or entity. Any attempt to obtain unauthorized access or to exceed authorized access to the Site, Services, App, or Collective Content shall be considered a trespass and computer fraud and abuse, punishable under national, provincial, state, and federal laws. BIOEQUA, Inc. hereby notifies you that any or all communications with this Site can and will be monitored, captured, and recorded and the communications may be transmitted to the authorities as deemed necessary by BIOEQUA, Inc. in its sole discretion and without further notice.
5. DISCLAIMERS
5.1 NO DIAGNOSTIC SERVICE.
BIOEQUA IS PRIMARILY AN EDUCATIONAL TOOL AND IS NOT INTENDED TO SERVE THE FOLLOWING NEEDS: AS A DIAGNOSTIC SERVICE; AS A CONFIRMATORY SERVICE TO PROVIDE CERTAINTY IN DIAGNOSIS; TO SELECT, GUIDE, OR PROMOTE THERAPY OF MEDICAL CONDITIONS; FOR USE IN HAZARDOUS OR MISSION-CRITICAL CIRCUMSTANCES OR FOR USES REQUIRING FAIL-SAFE PERFORMANCE; OR IN SITUATIONS WHERE FAILURE COULD LEAD TO DEATH OR PERSONAL INJURY (COLLECTIVELY, “UNAUTHORIZED PURPOSES”). BECAUSE BIOEQUA HAS NOT BEEN DESIGNED, INTENDED, OR AUTHORIZED FOR SUCH UNAUTHORIZED PURPOSES, YOU SHALL NOT USE THE SITE, SERVICES, OR APP FOR SUCH PURPOSES OR UNDER SUCH CIRCUMSTANCES. YOU FURTHER ACKNOWLEDGE THAT THE USE OF BIOEQUA’S SITE, SERVICES, AND APP FOR SUCH UNAUTHORIZED PURPOSES MAY CONSTITUTE A VIOLATION OF LAWS APPLICABLE TO THE PRACTICE OF MEDICINE OR OTHER HEALTH PROFESSION(S).
5.2 NO WARRANTY.
YOUR RELIANCE UPON THE CONTENT OBTAINED OR USED BY YOU THROUGH THE SITE, SERVICES, OR APP IS SOLELY AT YOUR OWN RISK.
5.3 PAGING FEATURE AND DIRECT MESSAGING FEATURE; NO MEDICAL SERVICES.
BIOEQUA’S PAGING FEATURE AND DIRECT MESSAGING FEATURE ARE TO BE USED SOLELY TO OBTAIN FEEDBACK, FOR EDUCATION AND FOR DISCUSSION. NEITHER THE USER SENDING THE PAGE OR DIRECT MESSAGE NOR THE USER RESPONDING TO THE PAGE OR DIRECT MESSAGE ARE INTENDING TO OR ARE PROVIDING MEDICAL SERVICES BY DOING SO. A USER USING THE PAGING FEATURE OR DIRECT MESSAGING FEATURE IS NOT REQUESTING AND SHALL NOT REQUEST A MEDICAL CONSULTATION OF ANY KIND; YOU ARE SOLELY REQUESTING FEEDBACK, EDUCATION, AND DISCUSSION. YOU ACKNOWLEDGE THAT YOU ARE NOT ENGAGING IN THE PRACTICE OF MEDICINE NOR REQUESTING MEDICAL SERVICES OF ANY KIND OR INTENDING TO CREATE ANY KIND OF PHYSICIAN/PATIENT RELATIONSHIP BY USING THE PAGING FEATURE OR DIRECT MESSAGING FEATURE AND BY RESPONDING TO OR ENGAGING IN ANY KIND OF CONVERSATION RELATED TO A PAGE OR DIRECT MESSAGE. A USER RESPONDING TO A PAGE OR DIRECT MESSAGE IS NOT GIVING AND SHALL NOT GIVE MEDICAL ADVICE OF ANY KIND. YOU ACKNOWLEDGE THAT BY RESPONDING TO ANOTHER USER’S PAGE OR DIRECT MESSAGE AND PROVIDING INFORMATION, YOU, AS A SPECIALIST OR OTHER REGISTERED USER, ARE NOT AND SHALL NOT PROVIDE MEDICAL SERVICES, ENGAGE IN THE PRACTICE OF MEDICINE OR CREATE OR INTEND TO CREATE A PHYSICIAN/PATIENT RELATIONSHIP OR TO ACT AS A MEDICAL CONSULTANT.
6. PRIVACY & CONTENT TERMS
6.1 PRIVACY POLICY.
See our Privacy Policy for information and notices concerning BIOEQUA, Inc.'s collection and use of your personal information. By clicking on the “Agree” or “I Accept” button, or accessing or using the Site, Services, or App you acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy forms a part of these Terms.
6.2 FEEDBACK.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site, Services, or App (“Feedback”). You may submit Feedback by emailing us. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable (through several tiers) and transferable license under any and all intellectual property rights that you own or control in relation to the Feedback to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Feedback for any purpose.
6.3 USER CONTENT TERMS.
All content generated by a Registered User including all message data transmitted using Direct Messaging, must comply with local, national, provincial, state, and federal privacy legislation and best practices. Identifying information must be removed from Registered User Content. To assist you, BIOEQUA, Inc. will make available to you its proprietary tools to help you remove direct identifiers and other common identifiers, including automatic and manual information-blocking features. In addition, you must refer to the Content Policy available here and you represent and warrant that each time you submit content you have complied with the terms therein on what identifying information should be removed from images of people.
6.4 OWNERSHIP OF CONTENT.
BIOEQUA, Inc. does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to BIOEQUA, Inc., in perpetuity, a non-exclusive, fully paid and royalty-free, transferable, sub-licensable (through several tiers), worldwide license to use, reproduce, view, communicate to the public by any means, print, copy, (whether onto hard disk or other media), edit, translate, perform, and display (publicly or otherwise), redistribute, modify, adapt, make, sell, offer to sell, transmit, distribute, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Content that you post on or through the Service, subject to the Service's Privacy Policy.
6.5 USER CONTENT WARRANTIES.
You acknowledge and agree that you are solely responsible for all Registered User Content that you make available through the Site, Services, or App. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Registered User Content that you make available through the Site, Services, or App or you have all rights, licenses, consents and releases that are necessary to grant to BIOEQUA, Inc. the rights in such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission, or transmittal of the Registered User Content or BIOEQUA, Inc.’s use of the Registered User Content (or any portion thereof) on, through or by means of the Site, Services, or App will (a) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or (b) result in the violation of any applicable law or regulation, including, but not limited to any applicable laws, rules, or regulations relating to personal health information, personal information and privacy, the Health Insurance Portability and Accountability Act (HIPAA), the Personal Information Protection and Electronic Documents Act (PIPEDA), the Personal Health Information Protection Act (PHIPA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, the Data Protection Act 1998, the Protection of Personal Information Act 2013, the Data Protection Act of 1978, the Spanish Data Protection Act 15/1999, the Belgian Act of 08 December 1992, Law 2472/1997 on the Protection of the Individual from the Processing of Personal Data, the Indian Information Technology Act, 2000, the Argentine Personal Data Protection Act N°25.326, Act N°26.529 and Intellectual Property Act N°11.723, Act on the Protection of Personal Information of Japan, the Dubai Healthcare City Health Data Protection Regulation No. (7) of 2013 (as amended) and the Dubai International Financial Centre Data Protection Law No.1 of 2007 (as amended) and the DIFC Data Protection Regulations 2007 (as amended), Personal Information Protection Act, and Act on Promotion of Information Communications Network Utilization and Information Protection of Korea, Law of the Republic of Kazakhstan On Personal Data and its Protection from 21 May 2013 No. 94-V, the Federal Law of the Russian Federation “On Personal Data”, the Federal law of the Russian Federation “On the Fundamentals of Health Protection in the Russian Federation” , Act On Personal Data Protection of Ukraine of 01 June 2010 (as amended) and any other applicable National, Provincial, State, and Federal privacy laws (collectively, the “Privacy Laws”) depending on your country or jurisdiction of access to the App. You retain the sole responsibility of your individual compliance with applicable laws.
6.6 ADS.
You acknowledge and agree that some of the Site, Services, or App may be supported by advertising revenue and may contain advertisements or promotions. If you elect to have any personal, professional or business dealings with anyone whose products or services may be advertised on the Site, Services, or App, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that BIOEQUA shall not have any responsibility or liability for any losses or damages that you may incur as a result of such dealings.
Your representations, warranties, and obligations in this section survive termination of these Terms.
7. LICENSE TERMS
7.1 BIOEQUA CONTENT LICENSE GRANT.
Subject to your compliance with the terms and conditions of these Terms, BIOEQUA, Inc. grants you a limited, non-exclusive, non-transferable license: (i) to view any BIOEQUA Content solely for your personal and non-commercial purposes; and (ii) to view any Registered User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
7.2 BIOEQUA CONTENT LICENSE RESTRICTIONS.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services, App or Collective Content, except as expressly permitted in these Terms or expressly permitted by applicable copyright laws. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by BIOEQUA, Inc. or its licensors, except for the licenses and rights expressly granted in these Terms.
7.3 USER CONTENT LICENSE.
We may, in our sole discretion, permit Registered Users to post, upload, publish, submit, or transmit Registered User Content. By making available any Registered User Content on or through the Site, Services, or App, you hereby grant to BIOEQUA, Inc. a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense (through several tiers), to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit such Registered User Content only on, through or by means of the Site, Services or App or by sublicense to partner or affiliate publications. BIOEQUA, Inc. does not claim any ownership rights in any Registered User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Registered User Content.
7.4 APP LICENSE.
Subject to your compliance with these Terms, BIOEQUA, Inc. grants you a limited non-exclusive, non-transferable license to download and install a copy of the App on your mobile devices and/or computer that you own or control and to run such copies of the App solely for your own personal and professional use. The non-transferable license is also limited by any terms of service provisions required by the vendor from whom you purchased the BIOEQUA App (e.g., Apple iTunes, Google Play, etc.) (hereinafter, “App Vendor”).
8. PATIENT DATA AND LEGAL COMPLIANCE
8.1 LEGAL OBLIGATIONS.
National, Provincial, State, and Federal laws, as well as ethical and licensure requirements of your profession and health regulatory college and licensing requirements impose obligations with respect to protection of privacy and patient confidentiality that may limit the ability of physicians, healthcare providers, and persons acting on their behalf, to make use of certain confidential patient information (“Patient Information”) and/or to transmit Patient Information to third parties without express consent.
8.2 COMPLIANCE REPRESENTATIONS AND WARRANTIES.
You represent and warrant that you will, at all times, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Patient Information, and require all persons or entities under your direction or control to comply with such laws, including the Privacy Laws and the Privacy Policy. You are at all times solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information that you transmit, store, or receive in connection with the Site, Services, App, and any third party site.
8.3 BIOEQUA DISCLAIMER ON PATIENT INFORMATION.
We expressly do not assume any responsibility for your use or misuse of patient information or other information, whether intentional or inadvertent, that is transmitted, monitored, stored or received while using the Site, Services, App or Collective Content. We reserve the right to amend or delete any Collective Content (along with the right to revoke any membership or restrict access to the Site, Services, App or Collective Content) that we determine in our sole discretion violates the above. We further do not assume any responsibility to make any determinations regarding your subsequent reporting or notification obligations arising from any use or misuse of patient information or other information; these determinations and your actions in response to such determinations remain your sole responsibility.
Your representations, warranties, and obligations in this section survive termination of these Terms.
9. GENERAL PROHIBITIONS
You agree not to do any of the following:
10. LINKS
The Site, Services, or App may contain links to third-party websites or resources, which do not form part of the Site, Services, or App. You acknowledge and agree that BIOEQUA, Inc. is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources for which such third party is solely responsible. Links to such websites or resources do not imply any endorsement by BIOEQUA, Inc. of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
11. TERMINATION AND ACCOUNT CANCELLATION
If you breach any of these Terms, BIOEQUA, Inc. will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. BIOEQUA, Inc. reserves the right to revoke your access to and use of the Site, Services, App, and Collective Content at any time, with or without cause. You may cancel your Account at any time by contacting us. The change will be processed within seven (7) days.
12. DISCLAIMERS
THE SITE, SERVICES, APP, AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BIOEQUA, INC. EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. BIOEQUA, INC. MAKES NO WARRANTY THAT THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BIOEQUA, INC. MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SITE, SERVICES, OR APP OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE, SERVICES, OR APP.
YOU MAY NOTIFY THE APP VENDOR IN THE EVENT OF ANY FAILURE OF THE APP TO CONFORM TO THE ABOVE-STATED WARRANTY. THE APP VENDOR WILL REFUND THE PURCHASE PRICE OF THE BIOEQUA APP TO YOU, BUT THE APP VENDOR WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE BIOEQUA APP.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BIOEQUA, INC. OR THROUGH THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, SERVICES AND APP AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE SITE, SERVICES, OR APP. YOU UNDERSTAND THAT BIOEQUA, INC. DOES NOT TAKE RESPONSIBILITY FOR SCREENING OR INQUIRY INTO THE BACKGROUND OF ANY USERS OF THE SITE, SERVICES, OR APP, NOR DOES BIOEQUA, INC. VERIFY OR TAKE RESPONSIBILITY FOR THE STATEMENTS OF USERS OF THE SITE, SERVICES, OR APP. BIOEQUA, INC. MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, SERVICES, OR APP OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, SERVICES, OR APP. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, SERVICES AND APP AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES, OR APP, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
13. INDEMNITY
You agree to defend, indemnify, and hold BIOEQUA, Inc., its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, proceedings or demands including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services, App, or Collective Content, or your violation of these Terms.
14. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, APP, AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER BIOEQUA, INC. NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SITE, SERVICES, OR APP OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES, OR APP WHETHER BASED ON WARRANTY, CONTRACT, DELICT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BIOEQUA, INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL BIOEQUA, INC.’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BIOEQUA, INC. AND YOU.
15. PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names, and any other proprietary designations of BIOEQUA, Inc. used herein are trademarks or registered trademarks of BIOEQUA, Inc. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
16. APPLICABLE LAW; JURISDICTION
Except as provided in the addenda applicable to your specific jurisdiction provided with the Terms and except where mandatory law supersedes this choice of law clause, these Terms shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Subject to Section 26 requiring mandatory arbitration of disputes, the courts of the Province of Ontario shall have exclusive jurisdiction to entertain any action arising under these Terms or any other agreement, document, or instrument contemplated herein which cannot be resolved by arbitration or where the enforcement of an arbitral award requires it, and you hereby accept and irrevocably submit to the jurisdiction of the courts of Ontario and acknowledge their competence and agree to be bound by any judgment thereof. Notwithstanding the governance of these Terms, you may have additional obligations and responsibilities to adhere to in the jurisdiction in which you practice medicine or another health profession.
17. ENTIRE AGREEMENT
These Terms together with all documentation and policies referenced herein constitute the entire and exclusive understanding and agreement between BIOEQUA, Inc. and you regarding the Site, Services, App and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between BIOEQUA, Inc. and you regarding the Site, Services, App, and Collective Content.
18. ASSIGNMENT
You may not assign or transfer these Terms, by operation of law or otherwise, without BIOEQUA, Inc.’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. BIOEQUA, Inc. may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
19. NOTICES
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in a written form and given: (i) by BIOEQUA, Inc. via email (in each case to the address that you provide); or (ii) by posting to the Site; or (iii) via the App. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
20. DISPUTE RESOLUTION
Unless otherwise provided in the Country-Specific terms set out in Appendix A, all disputes between you and BIOEQUA arising out of or concerning these Terms, including but without limitation any dispute as to the interpretation of these Terms, any alleged breach of these Terms, the right of a party to exercise any right or remedy herein provided which have not been settled by informal negotiations or mediation, shall be resolved by binding arbitration in accordance with the Arbitrations Act, 1991 (Ontario) and the following provisions:
The failure of BIOEQUA, Inc. to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BIOEQUA, Inc. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
22. MISCELLANEOUS
You acknowledge that the Terms apply to you and BIOEQUA, Inc. only, and not with any App Vendor. The App Vendor and any App Vendor subsidiaries are third party beneficiaries of the Terms. Upon your acceptance of the Terms, the App Vendor will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary.
You may not use or otherwise export or re-export the App except as authorized by both United States law and the laws of the jurisdiction in which you obtained BIOEQUA. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
23. CONTACTING BIOEQUA, INC.
BIOEQUA, Inc., (“BIOEQUA”/“us”/“we”), provides a messaging and communications service called “BIOEQUA” through our website (the “Site”) and our application for mobile devices, tablet computers and similar devices (the “App”) and provide access to Collective Content (defined below), collectively the Site, App and Collective Content and services is referred to herein as the “Services”). Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy.
BY CLICKING ON THE “AGREE” OR “I ACCEPT” BUTTON, OR ACCESSING OR USING THE SERVICES INCLUDING BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS WHICH CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND BIOEQUA, INC. YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT UNLESS YOU AGREE TO THESE TERMS. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” extends beyond you to also refer and apply to that company or other legal entity.
1. KEY CONTENT-RELATED TERMS
“Content” means text, graphics, images, software (excluding the App) information, messages or other materials.
“Collective Content” means, collectively, BIOEQUA Content and Registered User Content. Certain areas of the Site and App (and your access to or use of certain Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, App or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services, App or Collective Content. Unless explicitly stated otherwise, any new features that augment or enhance the current Services in future shall be subject to these Terms; they will be posted to the Site as available as well as to the App and you are deemed to have accepted them.
“Direct Messaging” means BIOEQUA’s direct messaging feature which allows one Registered User to communicate directly with another Registered User.
“BIOEQUA Content” means Content that we make available through the Services including any Content licensed from a third party, but excluding Registered User Content.
“Paging” means BIOEQUA’s feature which allows Users to contact a specific specialty of Verified Users with whom they can share a particular image, while concurrently sharing it with all Registered Users.
“Registered User” and “you” means a person that completes BIOEQUA’s account registration process, as described in the “Account Registration” section below.
“Registered User Content” means Content a Registered User posts, uploads, publishes, submits, or transmits to be made available through the Services.
“Verified User” means a Registered User who has been verified to be a licensed healthcare professional or student in a recognized healthcare program. BIOEQUA has the discretion to verify inactive or retired healthcare professionals.
2. MODIFICATIONS
BIOEQUA, Inc. reserves the right, at its sole discretion, to modify, discontinue or terminate the Services (or any aspect thereof) or to modify these Terms, at any time and without prior notice. If we modify these Terms we will post the modification via the Site or App or provide you with notice of the modification. By continuing to access or use the Services after we have posted a modification or have provided you with notice of a modification, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you agree to immediately stop using the Services.
3. ACCOUNT REGISTRATION; CONDITIONS ON ACCESS AND USE OF SERVICES
3.1 AVAILABILITY.
Access to and use of the Services is limited to individuals who are at least 13 years of age. The Services are available worldwide but currently not for the following countries: Cuba, Syria, Sudan, Libya, Iran, and North Korea. Special terms apply to Users in different jurisdictions so please refer to Appendix A for terms which may apply to your use and rights under this Agreement.
3.2 COMPLIANCE WITH LAWS.
You are responsible for ensuring that your use of the Services complies with the laws of your country of residence and you assume the risks (including indemnity under Section 13) attendant to the use of the Services and the use of any materials that you provide. You must register to create an account (“Account”) and become a “Registered User” to use the Services.
3.3 REGISTRATION.
To register, you must provide a username, your email address, your medical specialty, and other information specified in the registration form (“Registration Data”). You represent and warrant: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are at least 13 years of age; and (iii) you will maintain and promptly update the Registration Data to keep it at all times true, accurate, current, and complete. You authorize BIOEQUA, Inc, in its sole discretion to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if BIOEQUA, Inc. has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, BIOEQUA, Inc. has the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You also authorize BIOEQUA, Inc. to access your contact list and/or address book on your device at your direction in order to allow you to share information and images with specific contacts you choose, connect with your colleagues, or to allow you to invite specific contacts you choose to use the Services. If your invitee is a resident of any country that has anti-spam laws or privacy laws requiring consent from users in place, including but not limited to Argentina, Australia, Belarus, Brazil, Chile, Costa Rica, Iceland, Ireland, Israel, Japan, Mexico, New Zealand, Norway, Peru, South Africa, Turkey, the United Kingdom, Venezuela or any part of the European Economic Area, you must obtain his or her prior consent to use his or her e-mail address to share information or images or issue an invitation to use the Services.
Use of the Services is void where prohibited by law or otherwise. By using the Services, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited from using the Services. You understand that your use of the Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Services.
You understand and agree that the Services may include certain communications from BIOEQUA, Inc., such as service announcements and administrative messages, and that while these communications are considered part of BIOEQUA membership, you will be able to opt out of receiving them. However, you will not be able to opt out of any announcements and messages related to the implementation of BIOEQUA's Privacy Policy and your obligations thereunder with regard to your Registered User Content.
3.4 SUBSCRIPTION/USAGE FEES.
BIOEQUA, Inc. does not currently charge fees for the use of the Services. However, you acknowledge and agree that BIOEQUA, Inc. reserves the right, in its sole discretion, to charge you for and collect fees from you for the use of the Services and to send and receive communications. BIOEQUA, Inc. will provide notice of any fee collection via the Services prior to implementing such a fee, and you will have a choice at that time to continue to use the Services or not. If you choose not to pay, BIOEQUA, Inc. reserves the right to immediately terminate your access to the Services.
4. SECURITY
The Services are designed to require users to provide a valid, working e-mail address and password to access and use the Site, Services, App, and Collective Content. Upon registering, you will select a password. Your email address and the password and codes assigned to you are, collectively, your “User Information.” You are solely responsible for (1) maintaining the strict confidentiality of your User Information, (2) not allowing another person to use your User Information to access the Services, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your User Information. You agree to immediately notify BIOEQUA, Inc. in writing by email of any unauthorized use of your User Information or any other breach of security. BIOEQUA, Inc. is not and shall not be liable for any harm arising from or relating to the theft of your User Information, your disclosure of your User Information, or the use of your User Information by another person or entity. Any attempt to obtain unauthorized access or to exceed authorized access to the Site, Services, App, or Collective Content shall be considered a trespass and computer fraud and abuse, punishable under national, provincial, state, and federal laws. BIOEQUA, Inc. hereby notifies you that any or all communications with this Site can and will be monitored, captured, and recorded and the communications may be transmitted to the authorities as deemed necessary by BIOEQUA, Inc. in its sole discretion and without further notice.
5. DISCLAIMERS
5.1 NO DIAGNOSTIC SERVICE.
BIOEQUA IS PRIMARILY AN EDUCATIONAL TOOL AND IS NOT INTENDED TO SERVE THE FOLLOWING NEEDS: AS A DIAGNOSTIC SERVICE; AS A CONFIRMATORY SERVICE TO PROVIDE CERTAINTY IN DIAGNOSIS; TO SELECT, GUIDE, OR PROMOTE THERAPY OF MEDICAL CONDITIONS; FOR USE IN HAZARDOUS OR MISSION-CRITICAL CIRCUMSTANCES OR FOR USES REQUIRING FAIL-SAFE PERFORMANCE; OR IN SITUATIONS WHERE FAILURE COULD LEAD TO DEATH OR PERSONAL INJURY (COLLECTIVELY, “UNAUTHORIZED PURPOSES”). BECAUSE BIOEQUA HAS NOT BEEN DESIGNED, INTENDED, OR AUTHORIZED FOR SUCH UNAUTHORIZED PURPOSES, YOU SHALL NOT USE THE SITE, SERVICES, OR APP FOR SUCH PURPOSES OR UNDER SUCH CIRCUMSTANCES. YOU FURTHER ACKNOWLEDGE THAT THE USE OF BIOEQUA’S SITE, SERVICES, AND APP FOR SUCH UNAUTHORIZED PURPOSES MAY CONSTITUTE A VIOLATION OF LAWS APPLICABLE TO THE PRACTICE OF MEDICINE OR OTHER HEALTH PROFESSION(S).
5.2 NO WARRANTY.
YOUR RELIANCE UPON THE CONTENT OBTAINED OR USED BY YOU THROUGH THE SITE, SERVICES, OR APP IS SOLELY AT YOUR OWN RISK.
5.3 PAGING FEATURE AND DIRECT MESSAGING FEATURE; NO MEDICAL SERVICES.
BIOEQUA’S PAGING FEATURE AND DIRECT MESSAGING FEATURE ARE TO BE USED SOLELY TO OBTAIN FEEDBACK, FOR EDUCATION AND FOR DISCUSSION. NEITHER THE USER SENDING THE PAGE OR DIRECT MESSAGE NOR THE USER RESPONDING TO THE PAGE OR DIRECT MESSAGE ARE INTENDING TO OR ARE PROVIDING MEDICAL SERVICES BY DOING SO. A USER USING THE PAGING FEATURE OR DIRECT MESSAGING FEATURE IS NOT REQUESTING AND SHALL NOT REQUEST A MEDICAL CONSULTATION OF ANY KIND; YOU ARE SOLELY REQUESTING FEEDBACK, EDUCATION, AND DISCUSSION. YOU ACKNOWLEDGE THAT YOU ARE NOT ENGAGING IN THE PRACTICE OF MEDICINE NOR REQUESTING MEDICAL SERVICES OF ANY KIND OR INTENDING TO CREATE ANY KIND OF PHYSICIAN/PATIENT RELATIONSHIP BY USING THE PAGING FEATURE OR DIRECT MESSAGING FEATURE AND BY RESPONDING TO OR ENGAGING IN ANY KIND OF CONVERSATION RELATED TO A PAGE OR DIRECT MESSAGE. A USER RESPONDING TO A PAGE OR DIRECT MESSAGE IS NOT GIVING AND SHALL NOT GIVE MEDICAL ADVICE OF ANY KIND. YOU ACKNOWLEDGE THAT BY RESPONDING TO ANOTHER USER’S PAGE OR DIRECT MESSAGE AND PROVIDING INFORMATION, YOU, AS A SPECIALIST OR OTHER REGISTERED USER, ARE NOT AND SHALL NOT PROVIDE MEDICAL SERVICES, ENGAGE IN THE PRACTICE OF MEDICINE OR CREATE OR INTEND TO CREATE A PHYSICIAN/PATIENT RELATIONSHIP OR TO ACT AS A MEDICAL CONSULTANT.
6. PRIVACY & CONTENT TERMS
6.1 PRIVACY POLICY.
See our Privacy Policy for information and notices concerning BIOEQUA, Inc.'s collection and use of your personal information. By clicking on the “Agree” or “I Accept” button, or accessing or using the Site, Services, or App you acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy forms a part of these Terms.
6.2 FEEDBACK.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site, Services, or App (“Feedback”). You may submit Feedback by emailing us. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable (through several tiers) and transferable license under any and all intellectual property rights that you own or control in relation to the Feedback to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Feedback for any purpose.
6.3 USER CONTENT TERMS.
All content generated by a Registered User including all message data transmitted using Direct Messaging, must comply with local, national, provincial, state, and federal privacy legislation and best practices. Identifying information must be removed from Registered User Content. To assist you, BIOEQUA, Inc. will make available to you its proprietary tools to help you remove direct identifiers and other common identifiers, including automatic and manual information-blocking features. In addition, you must refer to the Content Policy available here and you represent and warrant that each time you submit content you have complied with the terms therein on what identifying information should be removed from images of people.
6.4 OWNERSHIP OF CONTENT.
BIOEQUA, Inc. does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to BIOEQUA, Inc., in perpetuity, a non-exclusive, fully paid and royalty-free, transferable, sub-licensable (through several tiers), worldwide license to use, reproduce, view, communicate to the public by any means, print, copy, (whether onto hard disk or other media), edit, translate, perform, and display (publicly or otherwise), redistribute, modify, adapt, make, sell, offer to sell, transmit, distribute, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Content that you post on or through the Service, subject to the Service's Privacy Policy.
6.5 USER CONTENT WARRANTIES.
You acknowledge and agree that you are solely responsible for all Registered User Content that you make available through the Site, Services, or App. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Registered User Content that you make available through the Site, Services, or App or you have all rights, licenses, consents and releases that are necessary to grant to BIOEQUA, Inc. the rights in such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission, or transmittal of the Registered User Content or BIOEQUA, Inc.’s use of the Registered User Content (or any portion thereof) on, through or by means of the Site, Services, or App will (a) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or (b) result in the violation of any applicable law or regulation, including, but not limited to any applicable laws, rules, or regulations relating to personal health information, personal information and privacy, the Health Insurance Portability and Accountability Act (HIPAA), the Personal Information Protection and Electronic Documents Act (PIPEDA), the Personal Health Information Protection Act (PHIPA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, the Data Protection Act 1998, the Protection of Personal Information Act 2013, the Data Protection Act of 1978, the Spanish Data Protection Act 15/1999, the Belgian Act of 08 December 1992, Law 2472/1997 on the Protection of the Individual from the Processing of Personal Data, the Indian Information Technology Act, 2000, the Argentine Personal Data Protection Act N°25.326, Act N°26.529 and Intellectual Property Act N°11.723, Act on the Protection of Personal Information of Japan, the Dubai Healthcare City Health Data Protection Regulation No. (7) of 2013 (as amended) and the Dubai International Financial Centre Data Protection Law No.1 of 2007 (as amended) and the DIFC Data Protection Regulations 2007 (as amended), Personal Information Protection Act, and Act on Promotion of Information Communications Network Utilization and Information Protection of Korea, Law of the Republic of Kazakhstan On Personal Data and its Protection from 21 May 2013 No. 94-V, the Federal Law of the Russian Federation “On Personal Data”, the Federal law of the Russian Federation “On the Fundamentals of Health Protection in the Russian Federation” , Act On Personal Data Protection of Ukraine of 01 June 2010 (as amended) and any other applicable National, Provincial, State, and Federal privacy laws (collectively, the “Privacy Laws”) depending on your country or jurisdiction of access to the App. You retain the sole responsibility of your individual compliance with applicable laws.
6.6 ADS.
You acknowledge and agree that some of the Site, Services, or App may be supported by advertising revenue and may contain advertisements or promotions. If you elect to have any personal, professional or business dealings with anyone whose products or services may be advertised on the Site, Services, or App, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that BIOEQUA shall not have any responsibility or liability for any losses or damages that you may incur as a result of such dealings.
Your representations, warranties, and obligations in this section survive termination of these Terms.
7. LICENSE TERMS
7.1 BIOEQUA CONTENT LICENSE GRANT.
Subject to your compliance with the terms and conditions of these Terms, BIOEQUA, Inc. grants you a limited, non-exclusive, non-transferable license: (i) to view any BIOEQUA Content solely for your personal and non-commercial purposes; and (ii) to view any Registered User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
7.2 BIOEQUA CONTENT LICENSE RESTRICTIONS.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services, App or Collective Content, except as expressly permitted in these Terms or expressly permitted by applicable copyright laws. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by BIOEQUA, Inc. or its licensors, except for the licenses and rights expressly granted in these Terms.
7.3 USER CONTENT LICENSE.
We may, in our sole discretion, permit Registered Users to post, upload, publish, submit, or transmit Registered User Content. By making available any Registered User Content on or through the Site, Services, or App, you hereby grant to BIOEQUA, Inc. a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense (through several tiers), to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit such Registered User Content only on, through or by means of the Site, Services or App or by sublicense to partner or affiliate publications. BIOEQUA, Inc. does not claim any ownership rights in any Registered User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Registered User Content.
7.4 APP LICENSE.
Subject to your compliance with these Terms, BIOEQUA, Inc. grants you a limited non-exclusive, non-transferable license to download and install a copy of the App on your mobile devices and/or computer that you own or control and to run such copies of the App solely for your own personal and professional use. The non-transferable license is also limited by any terms of service provisions required by the vendor from whom you purchased the BIOEQUA App (e.g., Apple iTunes, Google Play, etc.) (hereinafter, “App Vendor”).
8. PATIENT DATA AND LEGAL COMPLIANCE
8.1 LEGAL OBLIGATIONS.
National, Provincial, State, and Federal laws, as well as ethical and licensure requirements of your profession and health regulatory college and licensing requirements impose obligations with respect to protection of privacy and patient confidentiality that may limit the ability of physicians, healthcare providers, and persons acting on their behalf, to make use of certain confidential patient information (“Patient Information”) and/or to transmit Patient Information to third parties without express consent.
8.2 COMPLIANCE REPRESENTATIONS AND WARRANTIES.
You represent and warrant that you will, at all times, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Patient Information, and require all persons or entities under your direction or control to comply with such laws, including the Privacy Laws and the Privacy Policy. You are at all times solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information that you transmit, store, or receive in connection with the Site, Services, App, and any third party site.
8.3 BIOEQUA DISCLAIMER ON PATIENT INFORMATION.
We expressly do not assume any responsibility for your use or misuse of patient information or other information, whether intentional or inadvertent, that is transmitted, monitored, stored or received while using the Site, Services, App or Collective Content. We reserve the right to amend or delete any Collective Content (along with the right to revoke any membership or restrict access to the Site, Services, App or Collective Content) that we determine in our sole discretion violates the above. We further do not assume any responsibility to make any determinations regarding your subsequent reporting or notification obligations arising from any use or misuse of patient information or other information; these determinations and your actions in response to such determinations remain your sole responsibility.
Your representations, warranties, and obligations in this section survive termination of these Terms.
9. GENERAL PROHIBITIONS
You agree not to do any of the following:
- Post, upload, publish, submit, or transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
- Take, post, upload, publish, transmit, or otherwise make use of any screen shots, screen captures, reproductions, drawings, photos, videos, downloads, or data of any of the images, comments, or contributions to BIOEQUA or any Collective Content;
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Site or App, or any individual element within the Site, Services or App, BIOEQUA, Inc. or BIOEQUA's names, any BIOEQUA, Inc. trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without BIOEQUA, Inc.'s express written consent;
- Access, tamper with, or use non-public areas of the Site or App, BIOEQUA, Inc.'s computer systems, or the technical delivery systems of BIOEQUA, Inc.'s providers;
- Attempt to probe, scan, or test the vulnerability of any BIOEQUA, Inc. system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by BIOEQUA, Inc. or any of BIOEQUA, Inc.’s providers or any other third party (including another user) to protect the Site, Services, App, or Collective Content;
- Attempt to access or search the Site, Services, App, or Collective Content or download Collective Content from the Site, Services, or App through the use of any engine, software, tool, agent, device, or mechanism (including scripts, bots, spiders, scrapers, crawlers, data mining tools or the like) other than the software and/or search agents provided by BIOEQUA, Inc. or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation, from the App or otherwise;
- Use any meta tags or other hidden text or metadata utilizing a BIOEQUA, Inc. trademark, logo URL, or product name without BIOEQUA, Inc.'s express written consent;
- Use the Site, Services, App, or Collective Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, App or Collective Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site, Services, App, or Collective Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, Services, or App;
- Collect or store any personally identifiable information from the Site, Services, or App from other users of the Site, Services, or App without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation, or any other rules of professional conduct; or
- Encourage or enable any other individual to do any of the foregoing.
10. LINKS
The Site, Services, or App may contain links to third-party websites or resources, which do not form part of the Site, Services, or App. You acknowledge and agree that BIOEQUA, Inc. is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources for which such third party is solely responsible. Links to such websites or resources do not imply any endorsement by BIOEQUA, Inc. of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
11. TERMINATION AND ACCOUNT CANCELLATION
If you breach any of these Terms, BIOEQUA, Inc. will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. BIOEQUA, Inc. reserves the right to revoke your access to and use of the Site, Services, App, and Collective Content at any time, with or without cause. You may cancel your Account at any time by contacting us. The change will be processed within seven (7) days.
12. DISCLAIMERS
THE SITE, SERVICES, APP, AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BIOEQUA, INC. EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. BIOEQUA, INC. MAKES NO WARRANTY THAT THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BIOEQUA, INC. MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SITE, SERVICES, OR APP OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE, SERVICES, OR APP.
YOU MAY NOTIFY THE APP VENDOR IN THE EVENT OF ANY FAILURE OF THE APP TO CONFORM TO THE ABOVE-STATED WARRANTY. THE APP VENDOR WILL REFUND THE PURCHASE PRICE OF THE BIOEQUA APP TO YOU, BUT THE APP VENDOR WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE BIOEQUA APP.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BIOEQUA, INC. OR THROUGH THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, SERVICES AND APP AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE SITE, SERVICES, OR APP. YOU UNDERSTAND THAT BIOEQUA, INC. DOES NOT TAKE RESPONSIBILITY FOR SCREENING OR INQUIRY INTO THE BACKGROUND OF ANY USERS OF THE SITE, SERVICES, OR APP, NOR DOES BIOEQUA, INC. VERIFY OR TAKE RESPONSIBILITY FOR THE STATEMENTS OF USERS OF THE SITE, SERVICES, OR APP. BIOEQUA, INC. MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, SERVICES, OR APP OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, SERVICES, OR APP. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, SERVICES AND APP AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES, OR APP, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
13. INDEMNITY
You agree to defend, indemnify, and hold BIOEQUA, Inc., its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, proceedings or demands including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services, App, or Collective Content, or your violation of these Terms.
14. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, APP, AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER BIOEQUA, INC. NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SITE, SERVICES, OR APP OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES, OR APP WHETHER BASED ON WARRANTY, CONTRACT, DELICT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BIOEQUA, INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL BIOEQUA, INC.’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, APP, OR COLLECTIVE CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BIOEQUA, INC. AND YOU.
15. PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names, and any other proprietary designations of BIOEQUA, Inc. used herein are trademarks or registered trademarks of BIOEQUA, Inc. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
16. APPLICABLE LAW; JURISDICTION
Except as provided in the addenda applicable to your specific jurisdiction provided with the Terms and except where mandatory law supersedes this choice of law clause, these Terms shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Subject to Section 26 requiring mandatory arbitration of disputes, the courts of the Province of Ontario shall have exclusive jurisdiction to entertain any action arising under these Terms or any other agreement, document, or instrument contemplated herein which cannot be resolved by arbitration or where the enforcement of an arbitral award requires it, and you hereby accept and irrevocably submit to the jurisdiction of the courts of Ontario and acknowledge their competence and agree to be bound by any judgment thereof. Notwithstanding the governance of these Terms, you may have additional obligations and responsibilities to adhere to in the jurisdiction in which you practice medicine or another health profession.
17. ENTIRE AGREEMENT
These Terms together with all documentation and policies referenced herein constitute the entire and exclusive understanding and agreement between BIOEQUA, Inc. and you regarding the Site, Services, App and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between BIOEQUA, Inc. and you regarding the Site, Services, App, and Collective Content.
18. ASSIGNMENT
You may not assign or transfer these Terms, by operation of law or otherwise, without BIOEQUA, Inc.’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. BIOEQUA, Inc. may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
19. NOTICES
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in a written form and given: (i) by BIOEQUA, Inc. via email (in each case to the address that you provide); or (ii) by posting to the Site; or (iii) via the App. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
20. DISPUTE RESOLUTION
Unless otherwise provided in the Country-Specific terms set out in Appendix A, all disputes between you and BIOEQUA arising out of or concerning these Terms, including but without limitation any dispute as to the interpretation of these Terms, any alleged breach of these Terms, the right of a party to exercise any right or remedy herein provided which have not been settled by informal negotiations or mediation, shall be resolved by binding arbitration in accordance with the Arbitrations Act, 1991 (Ontario) and the following provisions:
- The arbitration process shall be commenced by one party to the dispute providing a written notice to the other parties to the effect that the notifying party wishes to have the dispute resolved by binding arbitration and appointing by such notice one disinterested arbitrator.
- Within ten (10) Business Days following receipt of such written notice, the other parties to the dispute shall by written notice to the party that initiated the notice appoint a second disinterested arbitrator, and if such appointment shall not be so made, the first arbitrator appointed shall act as the sole arbitrator with respect to the dispute and all references hereinafter to the arbitrators or to the arbitration panel shall be treated as being references to that single arbitrator.
- Within ten (10) Business Days following the appointment of the second arbitrator, the two (2) arbitrators shall appoint a third disinterested arbitrator. If the two (2) arbitrators for any reason fail to make such appointment, either party to the dispute shall be at liberty to apply to any judge of the Superior Court of Ontario for an order appointing the third arbitrator, provided that the other parties to the dispute are given not less than five (5) days’prior written notice of that application and is permitted to attend and speak to the Court at the hearing of that application.
- The three (3) arbitrators so appointed shall comprise the arbitration panel. The arbitrator last appointed shall act as the chair of the arbitration panel and as such shall regulate the conduct of the arbitration hearing and all procedural and other analogous matters.
- The arbitration panel shall authorize such discoveries or motions with respect to the arbitration hearing as the panel believes are necessary to ensure a fair hearing.
- The arbitration panel shall not be bound by the rules of evidence or of civil procedure, but rather may consider such writings and oral presentations as reasonable business people would use in the conduct of their day-to-day affairs, and may require the parties to make some or all of their submissions in writing or in any other manner which the arbitrator considers to be appropriate. The Parties intend to limit live testimony and cross-examination to the extent necessary to ensure a fair hearing on material issues.
- The arbitration panel shall take such steps as may be necessary to hold a private hearing within forty-five (45) days of the date of the appointment of the third arbitrator and to conclude the hearing within five (5) Business Days; and the arbitration panel's written decision shall be made not later than ten (10) Business Days after the conclusion of the hearing. The Parties have included these time limits in order to expedite the proceeding, but they are not jurisdictional and the arbitration panel may for good cause afford or permit reasonable extensions or delays, which shall not affect the validity of the award. The written decision of the panel shall contain a brief statement of each dispute determined, the decision of the panel with respect to such dispute, and the reasons for such decision. Absent fraud, financial interest, collusion or willful misconduct of an arbitrator, the arbitration panel’s decisions in the disputes shall be final.
- The decision of any two (2) members of the arbitration panel in any matter pertaining to the arbitration shall, in the absence of fraud, financial interest, collusion or willful misconduct, be and be deemed to be the decision of the arbitration panel.
- The chair of the arbitration panel may retain counsel to advise the chair and the panel with respect to any issues of law involved in the determinations of the chair and the panel, and the reasonable fees and expenses of such counsel for his or her services in that regard shall form a part of the costs of the arbitration.
- Each member of the arbitration panel shall be paid his or her reasonable professional fees and disbursements for acting as such. Each party to the dispute shall be solely liable to pay the fees and disbursements of the arbitrator appointed by that party. The parties to the dispute shall be jointly and severally liable to the third arbitrator to pay that arbitrator’s fees and disbursements, and any award of costs that the arbitration panel may make shall not relieve the party in whose favour such award is made from its joint and several liability with the other party to the dispute to pay such fees and disbursements. Subject to any award that the arbitration panel may make, the parties to the dispute shall as between themselves each shall bear one-half of the fees and disbursements charged by the third arbitrator for his or her services in respect of the arbitration.
- The arbitration panel may, but shall not be obliged, to award to the party to the dispute whom the panel decides has achieved substantial success in the arbitration proceedings all or any part of the legal fees, arbitrators’ fees and costs and other costs incurred by that party with respect to the arbitration.
- The Arbitration shall be conducted in strict confidence and there shall be no disclosure to any person (other than necessary to carry out the arbitration) of the existence of the dispute or any aspect of the dispute.
The failure of BIOEQUA, Inc. to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BIOEQUA, Inc. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
22. MISCELLANEOUS
You acknowledge that the Terms apply to you and BIOEQUA, Inc. only, and not with any App Vendor. The App Vendor and any App Vendor subsidiaries are third party beneficiaries of the Terms. Upon your acceptance of the Terms, the App Vendor will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary.
You may not use or otherwise export or re-export the App except as authorized by both United States law and the laws of the jurisdiction in which you obtained BIOEQUA. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
23. CONTACTING BIOEQUA, INC.
- If you have any questions about these Terms, please contact BIOEQUA, Inc., 5 Allison Drive, Cherry Hill, NJ 08003 USA, or online.