PrecisionOS Terms of Use

 

PrecisionOS Technologies Inc., (“PrecisionOS,” “we,” or “us”) owns and operates the website located at https://www.precisionostech.com/  (the “Website”) and makes available the PrecisionOS virtual reality surgical simulation solutions software and software platform, including the portal located at https://dashboard.precisionostech.com/ (the (“Software”), available for use in accordance with these Terms of Use (“Terms”). PrecisionOS may also provide the user with access to other related software services (the “Services”). These Terms apply to all users of the Website, Software and Services (“Users”), including access to the Software and Services through third-party hardware made available by PrecisionOS (“Hardware”).

PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT RESTRICTIONS AND LIMITATIONS OF LIABILITY SO PLEASE READ THEM CAREFULLY BEFORE USING THE WEBSITE OR SOFTWARE.  BY ACCESSING OR USING THE SOFTWARE, SERVICES OR USING THE WEBSITE, you hereby signify that you have read, understood, and agree to be bound by these Terms. 

  1. DISCLAIMER AND WAIVER

The Software and Services are provided for informational purposes only and is not intended to be and should not be used as a substitute for professional medical advice, diagnosis, or treatment.

By using the Software or Services in any way, you, for yourself, my heirs, executors, administrators and assigns, hereby release and forever discharge PrecisionOS, its affiliates, and suppliers, and the officers, directors, employees, agents, insurers, representatives, successors and assigns of each of them (collectively, the “Releasees”), from any claims, demands, damages, actions or causes of actions (collectively, “Claims”) arising out of or in consequence of any loss, injury or damage to your person (including death) or property (collectively, “Losses”) incurred while, or which result in whole or in part from, using the Hardware, Software or Services, notwithstanding that any such Claims for any Losses may have arisen by reason of the negligence of the Releasees, or any of them.  You are aware that use of the Software or Services could, in some circumstances, result in personal injury (including physical, mental or psychological injury or disability, pain or death) and property damage resulting from causes including but not limited to the risks, dangers and hazards of using virtual reality equipment, including by becoming disoriented or having an adverse mental or psychological reaction to the use of the Hardware, Software or Services, and negligence, breach of contract, and breach of statutory duty of care by the Releasees, or any of them.

You further agree that you have made any other individuals, who may be using the Hardware, Software or Services under your Account or otherwise at your direction, aware of the risks noted above and these Terms of Use.

  1. ELIGIBILITY

 To access certain features of the Website, Software and Services, you will need to register for an account (your “Account”) by providing us with certain information in accordance with our Privacy Policy. You agree that you are responsible for keeping your Account password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account. 

To use and/or register for the Software or Services, you must (a) be over the age of majority in the jurisdiction in which you reside; and (b) if registering or using the Software or Services on behalf of a business or other entity, have the authority to bind the entity to these Terms.

  1. LICENSE TO USE THE SOFTWARE

 Licenses to access and use the Software are for an individual’s personal use. For greater certainty, Accounts may not be shared among users. Subject to your compliance with the foregoing and these Terms,  we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to download a copy of the Software and access and use the Software and Services for your own use and not for resale or further distribution. Your right to use our Software is limited by all terms and conditions set forth in these Terms. 

Except for this license granted to you, we and our licensors retain all right, title and interest in and to the Software and the underlying technology, including all related intellectual property rights in the same. Our Software and technology are protected by applicable intellectual property laws, including Canadian copyright law and international treaties. 

You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; (b) circumvent any user limits or other license timing or use restrictions that are built into the Software; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in the Software in any form to any person without the written consent of PrecisionOS; (e) remove any proprietary notices, labels, or marks from the Software; (d) unbundle any component of the Software and/or; (e) build a product or Software that is competitive; or (f) copy any ideas, features, functions or graphics of the Software.

You are also prohibited form posting, uploading, transmitting any material that: (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable; (b) You do not have a right to make available under any law or under a contractual relationship; (c) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights); (d) is or contains unsolicited or unauthorized advertising, solicitations for business promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; (f)  or contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way.

  1. USER CONTENT AND FEEDBACK

Except for the material that We license to you pursuant to this Agreement, PrecisionOS does not claim ownership of any of the materials or user content created, transmitted, uploaded, stored or otherwise made available by you through your use of the Services (“Content”). You hereby grant to PrecisionOS a limited license to collect and store Content for the purpose of providing the Services. You further grant PrecisionOS a perpetual, irrevocable, and unlimited licence to use, store, and manipulate Content to create aggregated and anonymized statistical analytics in respect to Software use and other Services and parameters and characteristics (“Anonymous Service Data”) in accordance with our Privacy Policy and to process your Content, inputs, selections, actions, training and interactions in relation to your use of the Software, to develop Precision’s machine learning models, algorithms, learned elements, biases, attributes, and attribute transformations (“Learned Elements”). PrecisionOS shall own all right, title and interest in and to the Anonymous Service Data and Learned Elements, including all intellectual property rights in the Anonymous Service Data and Learned Elements, and you hereby assign, transfer and convey to PrecisionOS any ownership interest you may have in any Anonymous Service Data and Learned Elements.

 

We welcome your suggestions, comments and feedback on the Website or Software (“Feedback”).  If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) PrecisionOS (including all of its successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.

  1. FEES

 Users shall pay all fees specified in an order for the Hardware, Software or Services (“Order”).  All fees are payable in the currency indicated on the Order.   Except as otherwise specified herein or in an Order, fees are based on number of licenses purchased and not actual usage. Payment obligations are non-cancelable. Fees paid are non-refundable.

If you purchase a subscription to the Services, all invoiced amounts for the Services are due upon receipt of PrecisionOS’s invoices for such amounts, in accordance with the billing schedule on your Order. Payment shall be made by cheque or electronic funds transfer, unless otherwise specified on your Order. If you have enrolled in automatic billing, you shall: (a) keep your billing, credit card and payment information accurate and up to date, otherwise, PrecisionOS may suspend provision of the Services; (b) promptly advise PrecisionOS if billing or credit card information changes due to loss, theft, cancellation or otherwise; and (c) be liable for failure to pay any fees caused by your failure to provide PrecisionOS with up to date billing information.

Any payment not received by a User who purchases any Purchased Software by the due date may accrue, at PrecisionOS’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

Unless otherwise stated, fees for Purchased Software do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes  (collectively, “Taxes”).  Users are responsible for paying all Taxes associated with Purchased Software, excluding taxes based on PrecisionOS’s net income or property. If PrecisionOS has the legal obligation to pay or collect Taxes for which User is responsible under this section, the appropriate amount shall be invoiced to and paid by User.

PrecisionOS reserves the right to change the fees for Software or any Services upon 30 days’ notice to you.

  1. SUPPORT

 No support is provided for the Software unless otherwise agreed in a separate agreement with PrecisionOS.

  1. TERMINATION

 PrecisionOS may at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies guidelines that are referenced herein and/or posted on the Website or through the Services; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Services or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Services to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by PrecisionOS in its sole discretion, and PrecisionOS will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.

  1. CONFIDENTIAL INFORMATION

 “Confidential Information” means any information, technical data, or know-how concerning either party, including, but not limited to, research, products, services, customers, markets, business policies or practices, unreleased software, developments, inventions, processes, designs, drawings, engineering, marketing, business plans or finances.  Obligations of non-disclosure will not apply to Confidential Information which the receiving party can conclusively establish (i) was in the possession of the receiving party without an obligation of confidentiality at the time of disclosure; (ii) prior to or after the time of disclosure became part of the public domain without the act or omission of the receiving party to whom it was disclosed; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving party without use or reliance upon the Confidential Information.

Each party covenants to the other party that it will not at any time, other than in accordance with these Terms, disclose the Confidential Information of the other to any person or entity without the prior written approval of the disclosing party, or use any such Confidential Information for any purpose, other than as necessary to fulfill these Terms, unless specifically pre-approved in writing by the disclosing party.  However, the receiving party may disclose Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party uses all legitimate and legal means available to minimize the disclosure to third parties, the disclosure of the Confidential Information is restricted in the same manner as is the confidential information of the receiving party or other litigating parties; and the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

The receiving party may disclose Confidential Information of the other only to its employees and consultants who have a ‘need-to-know’ for the purposes of fulfilling these Terms.  Each party shall execute appropriate written agreements with employees and consultants sufficient to enable it to comply with all of the confidentiality provisions of this Agreement.  Neither party shall reverse engineer, decompile or disassemble any Confidential Information of the other party.  The Confidential Information obligations in these Terms shall survive the termination or expiration of these Terms.

  1. DISCLAIMER OF WARRANTIES

 THE WEBSITE, SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE WEBSITE, HARDWARE, SOFTWARE AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRECISIONOS OR THROUGH THE SOFTWARE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN. 

WITHOUT LIMITING THE FOREGOING, PRECISIONOS, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT THE SOFTWARE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

  1. LIMITATION OF LIABILITY

 IN NO EVENT SHALL PRECISIONOS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, HARDWARE, SOFTWARE OR SERVICES. UNDER NO CIRCUMSTANCES WILL PRECISIONOS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SOFTWARE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

PRECISIONOS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE WEBSITE, SOFTWARE AND SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SOFTWARE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SOFTWARE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SOFTWARE. IN NO EVENT SHALL PRECISIONOS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PRECISIONOS HEREUNDER.

  1. INDEMNIFICATION

You agree to defend, indemnify and hold PrecisionOS, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) your use of the Website, Hardware, Software and Services; (B) any violation by you of these Terms; (C) your violation of any rights of another (d) any violation by you of any applicable law or regulation; and (e) any breach of any representation or warranty made by you in these Terms. this obligation shall survive the termination or expiration of these terms and/or your use of the Hardware, Software, Services and/or Website.

  1. THIRD-PARTY CONTENT

 You acknowledge and agree that the Website may contain advertisements from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the website, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that PrecisionOS shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. The Website and Software may contain links to other websites that are not owned or controlled by PrecisionOS. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by PrecisionOS of that third party, third-party product or service. PrecisionOS is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the website or app are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the website or app of a link to any other website(s) or any advertisements does not imply that PrecisionOS endorses or accepts any responsibility for the content or use of such websites, and you hereby release PrecisionOS from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.

Use of the Hardware may be subject to additional terms and/or policies of the applicable third party.

  1. AVAILABILITY AND UPDATES

PrecisionOS may alter, suspend, or discontinue this Website, Software or Services at any time and for any reason or no reason, without notice. The Website and/or Software may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.

  1. EXPORT CONTROL

 Use of the Website, Software or Services may be subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the PrecisionOS Website 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 list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the PrecisionOS Website or the Services, 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 the Website, Software or the Services for any purposes prohibited by United States or Canadian law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

  1. RELATIONSHIP OF THE PARTIES.

The parties are independent contractors.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

  1. ASSIGNMENT.

You may not assign these Terms. PrecisionOS may assign these Terms at any time and for any reason.

  1. NO THIRD-PARTY BENEFICIARIES

There are no third-party beneficiaries to these Terms.

  1. GOVERNING LAW

 These Terms shall be governed by and construed in accordance with the laws in effect in the Province of British Columbia without giving effect to any principles of conflicts of law. Any legal action or proceeding between PrecisionOS and Users shall be brought exclusively in a court of competent jurisdiction located in Vancouver, BC Canada.

  1. ENTIRE AGREEMENT

 These Terms, including our Privacy Policy any Orders and external documents referenced herein, constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter.

  1. AMENDMENT

 PrecisionOS may amend these Terms at any time by posting notice on the Website or otherwise delivering notice through the Services or to the contact information you provided. All material changes shall be effective 30 days of such notice.

  1. WAIVER

 No failure or delay by PrecisionOS in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

  1. LANGUAGE

 The Parties acknowledge that they have expressly required that this agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que le présent convention et tous les documents connexes soient rédigés en langue anglaise.

 

Last Updated: April 16, 2020