TERMS & CONDITIONS Diagnocat LTD
Last Updated: March 21, 2022.
Diagnocat, Inc. may be referred to as “we”, “us”, “our”, “Diagnocat” or the “Company”.
Customer is referred to as “you”.
You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to make the representations, acknowledgments, and agreements in this Agreement. In case of breach of any one of these representations, acknowledgments, or agreements, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Product (or any portion of it thereof) and you will defend and indemnify us and our affiliates against any liability, costs, or damages arising out of the breach of the representation, acknowledgment or agreement.
PURPOSE OF THE PRODUCT
Diagnocat is an innovative SaaS software product available online to subscribers and based on artificial intelligence. It diagnoses various conditions and pathologies based on 122 attributes (norm, filling, crown, implant, periodontitis, etc.). It creates a template of a configurable dental report, automatically creating a panorama and cross-sections of areas of interest. Under each image, it generates a radiological description with a list of all detected findings. The Diagnocat Product has not been approved by the FDA and is exempt from FDA approved clinical investigation requirements because the Diagnocat Product is non-invasive, does not require an invasive sampling procedure that presents significant risk, does not by design or intention introduce energy into a subject, and is not to be used as a diagnostic procedure without confirmation by another medically established diagnostic product or procedure.
You may use the Diagnocat software product (the “Product”) if you are over the age of 18 and you are not forbidden by applicable legislation to receive such services.
Access to Products. We shall make access to the Products available to you pursuant to this Agreement and the relevant Subscription Sign-up Page during the subscription term. Subject to the timely payment by you of the fees for your relevant subscription, we grant a non-exclusive, non-transferable right to you and your authorized employees, agents and independent contractors to use the Product, during the term of your subscription, solely for your company’s business operations. Any other use of the Products by you or any person, business, corporation, or any other entity is strictly forbidden and is a violation of this Agreement.
You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Product and, in the event of any such unauthorized access or use, promptly notify us.
Authorized Use of the Product. As a condition of using the Product, you agree not to use the Product for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the Product and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes.
You agree you shall not, and shall not allow others to:
- display, distribute, publish, reproduce, duplicate, sell, modify, or transmit for any commercial purposes, all or any portion of the Product, without a written agreement between you and Diagnocat;
- resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Product;
- modify, reverse engineer, decompile or disassemble the Product;
- copy, adapt, alter, modify, translate, or create derivative versions of the Product without written authorization of Diagnocat;
- permit other individuals to use the Product, including but not limited to shared use via a network connection, except under the terms of this Agreement;
- circumvent or disable any technological features or measures in the Product for protection of intellectual property rights;
- use the Product in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;
- use or access the Product to compile data in a manner that is used or usable by a competitive product or service;
- access the Product for purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;
- use the Product to engage in any illegal conduct;
- upload or transmit any communications or documents that infringe or violate the rights of any party;
- upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, the Product, or the Website.
We may terminate your access to and use of the Product and the Website if we reasonably believe that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated our rights or the rights of any third party, have failed to make appropriate payments for access to the Product, or for any other reason, with or without notice to you.
You agree that you will not disclose your Account password to anyone and you must notify us immediately of any unauthorized access to or use of your user name or password or in the event that any other breach of security occurs. You are responsible for all activities that occur under your Account, whether or not you know about them.
You are solely responsible for activity that occurs on your Account and it is your responsibility to protect your personal data and maintain the confidentiality of your user information and password. You are also responsible for immediately notifying Diagnocat of any unauthorized use of your Account, or breach of your Account information or password. Diagnocat will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge.
Use of Data. You understand that by providing data inputs into the Products or Diagnocat’s Website, you acquire no rights in any publication, research or commercial products that may be developed by us or our collaborating partners. Particularly, you acknowledge that you will not receive any benefit for any publication or research resulting from the data you have provided.
You will have the right to submit a request to download the data you previously uploaded to the Product in its raw uninterrupted format. Within one month from the receipt of the request you will be notified by Diagnocat of whether your request satisfies the requirements to be allowed to download your data. For the avoidance of doubt, data download rights are not guaranteed and are subject to the approval of Diagnocat, in its sole discretion. If Diagnocat cannot identify you, you may be requested to provide additional information necessary to confirm your identity. Upon approval of your submitted request, you will receive your requested data.
Product Not for Diagnostic Purposes; for Information Purposes Only. You acknowledge that any information provided by Diagnocat to you is not intended for any independently analytical or diagnostic purposes nor is it intended to treat any condition or disease or to ascertain the state of your health relating to the main anatomical areas (jaws, teeth, periapical space), in the absence of medical and clinical information. You understand that the Product is for information purposes only. While our information may indicate a diagnosis or possible treatment, it should always be confirmed and supplemented by additional medical testing and information. We do not provide medical advice in any way.
Reports provided by us have not been clinically confirmed. You should always seek the advice of your doctor/dentist or other health care provider with any questions you may have regarding any diagnosis.
INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
Intellectual Property. We own all legal right, title, and interest in and to the Product, including any intellectual property rights (including but not limited to patents).
Confidential Information. “Confidential Information” means all confidential information disclosed by Diagnocat to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Diagnocat’s Confidential Information shall include the Product, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Diagnocat to you in the process of using the Product or otherwise. Confidential Information shall not include any information that is or becomes generally known to the public without breach of any obligation owed to Diagnocat. You agree to use the same degree of care that you uses to protect the confidentiality of your own confidential information (but in no event less than reasonable care) and agree not to use any Confidential Information for any purpose outside the scope of this Agreement.
COLLECTION OF INFORMATION
The daily information that shall be collected by Data Sources and Applications includes:
Personal Data — your personal information including name, last name, date of birth,
Diagnocat may collect daily information from data sources and applications and within 30 days of obtaining the data it will inform you that it has done so and the purpose for why it keeps your personal data in its system.
USE AND DISCLOSURE OF YOUR DATA
You acknowledge and agree that we have the right to monitor and research your images and the data you have uploaded or provided in the Product at any time, and we have the right to maintain copies documenting such monitoring and research.
All publication, research, or commercial products that result from using the data and images you provide are the sole property of Diagnocat. We have permanent access to your data and information to send you relevant notifications, and to apply possible Product improvements and other changes.
Diagnocat does not share your personally identifiable information with other, third-party companies for their commercial or marketing use. As we develop our business, we may buy or sell assets or business offerings. Customer, email, and visitor information is generally one of the transferred business assets in these types of transactions. We may also transfer such information in the course of corporate divestitures, mergers, or dissolution. From time to time, we may enter into relationships with third parties who provide services to us (e.g., data management and storage services or credit card processing services). In those circumstances, we disclose personally identifiable information that is necessary for such service providers to perform those services.
MODIFICATIONS TO THE PRODUCT
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof) with or without notice. You acknowledge and agree that (i) modifications may result in a delay in computations for some of the Product features, and (ii) we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Product.
The software that you use may from time to time automatically download and install updates from the Product. These updates are designed to improve, enhance, and further develop the Product. You agree to receive such updates (and permit us to deliver these to you) as part of your use of the Product.
THE CONTENT OF THESE TERMS AND CONDITIONS IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR DENTIST OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. RELIANCE ON ANY INFORMATION PROVIDED BY US, IS SOLELY AT YOUR OWN RISK. THE SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” BASIS.WE TAKE GREAT CARE TO PROTECT YOUR PRIVACY. HOWEVER, IF THERE IS A LOGIN OR PERSONAL DATA BREACH, IT MAY BECOME POSSIBLE TO IDENTIFY YOU. IN SUCH A CASE, DIAGNOCAT WILL TAKE THE NECESSARY STEPS TO MINIMIZE THE RISKS, INCLUDING INFORMING THE AFFECTED INDIVIDUAL AND/OR INFORMING THE RELEVANT SUPERVISORY AUTHORITY
WE TAKE GREAT CARE TO PROTECT YOUR PRIVACY. YOUR DATA WILL BE CODED, IF THERE IS A BREACH, DIAGNOCAT WILL TAKE THE NECESSARY STEPS TO MINIMIZE THE RISKS, INCLUDING INFORMING THE AFFECTED INDIVIDUAL AND/OR INFORMING THE RELEVANT SUPERVISORY AUTHORITY.
We shall use good faith efforts to follow appropriate data protection standards. We take the security of your data very seriously. We will use commercially reasonable efforts to maintain the security of your data collected in connection with any of our Products or services. Our systems and software are configured with security measures for secure operation and storage of your Data.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK. THE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DIAGNOCAT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) DIAGNOCAT MAKES NO WARRANTY THAT (a) THE PRODUCT WILL MEET YOUR REQUIREMENTS; (b) THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DIAGNOCAT OR THROUGH OR FROM THE PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. DIAGNOCAT DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE PRODUCT AND, THEREFORE, DIAGNOCAT SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE PRODUCT
LIMITATION OF LIABILITY
WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DIAGNOCAT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DIAGNOCAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PRODUCT; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE PRODUCT, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PRODUCT; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE PRODUCT BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PRODUCT.
You agree to defend and hold us, and our subsidiaries, affiliates, associated organizations, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your violation of the Terms and Conditions or your use of the Product.
The failure of Diagnocat to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.
CHANGES OF TERMS AND CONDITIONS
We may make changes to the Terms and Conditions from time to time. When these changes are made, we will make a new copy of the Terms and Conditions available on our website and any new additional terms will be made available to you.
SURVIVAL OF TERMS
Notwithstanding of the fact that you have deleted your account or upon other termination, all provisions of this Agreement, which, by their nature, shall survive termination, including, without limitation, your representations, agreements, and acknowledgements, intellectual property and confidential information provisions, modifications to the products, legal disclaimers, disclaimer of warranties, limitation of liability, indemnity, waivers, survival of terms and other provisions shall be in full force and effect.
Any dispute arising from this Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN SAN FRANCISCO COUNTY, STATE OF CALIFORNIA AND THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.
Any cause of action you may have with respect to your use of the Product must be commenced within one (1) year after the claim or cause of action arises.
You and Diagnocat are independent contractors, and no agency, partnership, joint venture, employer-employee relationship is intended or created.
Diagnocat shall not be liable for any costs or damages due to delay or nonperformance under this Agreement arising out of any cause or event beyond Diagnocat’s control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other party as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, pandemic or pandemic response, or communication disruption.
All claims between the parties related to this Agreement will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.
In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other costs and expenses incurred in resolving such dispute.
I agree that I have read, abide and understood each paragraph contained in these Terms and Conditions and further agree to be legally bound by same.