Terms of Use – Medical Cytometrix Inc.

Terms of Use (“ToU”)

Last Updated November 20^th, 2019

Medical Cytometrix Inc. (“MCI”, “we”, or “our”) is pleased to offer this site, https://cytometrix.ca/ (this “Site”). The term “Site” includes all content, information, tools, reports, reference materials, and other services, contained or available on, or created or produced by, this Site.

This Site is an educational and analysis tool and is to be used only by Health Professionals (“Health Professional” means a licensed (if required by law) person who uses our services to enhance the care provided to patients under their care). This Site should be considered as adjunctive support to diagnostic medicine and is not intended to be, nor should it be construed as, a claim or representation that any treatment, process, or interpretation constitutes a cure, palliative, or ameliorative. This Site is not for the purpose of medical diagnoses or treatment, nor is it a substitute for medical or professional care or counseling. Any analysis performed or output provided by this Site is not considered valid until or unless validated by an appropriate Health Professional that is trained and certified in the art. This Site does not constitute an attempt to practice medicine.

We invite our users, members, and/or subscribers (any of whom is a “Member”) to enjoy all the features this Site has to offer, but like other sites, we require that you agree to the following terms and conditions of use, as amended from time to time (these “Terms of Use”). Your access and use of this Site, confirms your assent and full agreement to be bound by the terms and conditions of these Terms of Use. If you are not willing to accept the terms and conditions in these Terms of Use or any modifications or amendments to these Terms of Use, or if you become dissatisfied with any services provide by or through this site, please immediately stop using this Site. Failure to abide by these Terms of Use may result in the immediate termination of your access to this Site without notice and without refund or recourse.

Privacy Policy: We also have a privacy policy, which you can access at http://cytometrix/privacypolicy (the “Privacy Policy”). The Privacy Policy is a part of and is incorporated by reference into, these Terms of Use. We strongly encourage you to review the Privacy Policy before using this Site.

Changes to the Terms of Use: We reserve the right to change, amend, or modify the Terms of Use at any time, without prior notice, by posting any new Terms of Use on this Site. Unless it expressly says otherwise, all changes, amendments, or modifications take effect immediately upon being posted on this Site. Accordingly, it is important for you to return to this page to review the Terms of Use on a regular basis to keep yourself apprised of any changes. Your use of this Site following the posting of changes constitutes your acceptance of any such changes. We will endeavor to provide you notice of materially significant changes to these Terms of Use.

Eligibility: Restricted to Health Professionals: The use of and access to this Site is restricted to qualified and certified Health Professionals (as defined herein) only; use by any other persons is strictly prohibited.

Member Account: In order to receive the benefit of this Site, you must register as a Member and maintain an active subscription. When you choose to become a Member of this Site, you will be redirected to a third-party website in order to initiate payment for your subscription and activation of your member account. We may be directed to a third-party site where the payment processor will ask you for your payment information and certain information relevant to your transaction, including without limitation your credit card number, the expiration date of your credit card, security number and your billing address. Please note that verification may be required prior to the acknowledgment or completion of the transaction. Once your payment information is verified you will be returned to this Site and be asked to supply personal information related to your status as a Health Professional such as your name, credentials and certifications, license numbers, and jurisdiction(s) of licensure. Prior to the granting of access to this Site, MCI will review that the information you provided was correct and accurate in all respects. If for any reason you are denied membership as part of the initial registration process, which may be denied by MCI in its sole discretion, you will not be charged for a member account. If you are denied you will have the option to reregister or contact us at info@cytometrix.ca .

By registering as a Member, you expressly represent and warrant to MCI that:

You understand and agree that this Site:
is meant to be an educational and analysis tool intended to be an aid to Health Professionals;
is to be used only by Health Professionals;
should be considered only as adjunctive support to diagnostic medicine;
is not intended to be, nor should it be construed as, a claim or representation that any treatment, process, or interpretation constitutes a cure, palliative, or ameliorative;
is not for the purpose of independent medical diagnoses or treatment;
is not a substitute for medical or professional care or counseling, and does not constitute an attempt to practice medicine.
You are a Health Professional, currently licensed in each applicable jurisdiction in which you practice.
You will not disclose or provide any report as designated in the software as “Practitioner Only” and produced using this Site to any patient or client.
Your use of this site and any reports generated by this site are for your use only. You will only input data into the software program on your patients or clients only.
You agree not to sell reports generated by the Software to other Health professionals for their use with their patients or clients. Such use is a direct violation of these Terms of Use.
You understand that adding a patient or client to the site that is not 18 years of age or older requires the written consent of that individual’s legal guardian. Using this site without such approval is a direct violation of these Terms of Use.
You agree to comply with these Terms of Use and to be legally bound by them, you agree to comply with all applicable laws related to your use of this Site, in your jurdistiction, and you have the legal right to use any credit card(s) utilized in any transaction.
You are at least the age of majority in the jurisdiction where you reside and are legally able to agree to these Terms of Use.
You will at all times, keep your log in information and password secure and safe, you will not share such information or password with any other person, for any purpose, and you will promptly notify us if you suspect such information is obtained or utilized by any other person.
You will not interfere with any other person’s use and enjoyment of this Site or interfere with or attempt to gain unauthorized access to this Site, its server, or any accounts, or computer systems, through hacking, password mining, or any other means. Any attempt to do such actions may result in immediate termination of rights on the site.
You will not decompile, disassemble, reverse engineer, or otherwise attempt to discover any source code that makes up this Site.
You will not transmit anything that contains viruses, or any of the many similar software or programs that may damage the operation of this Site or any other person’s property.
You will not modify or attempt to modify this Site or any of its components.
You will not reproduce, duplicate, copy, sell, resell, exploit, or in any way use any of the Intellectual Property (as defined below).
You understand that while MCI endeavors to use secured systems for information storage, and certified third-party credit card processors to securely process your credit card information, given the possibility of the unlawful interception of information and communications, MCI cannot promise and you should not expect that such information you provide will always remain private or secure.
You understand that MCI cannot guarantee third-party compliance and shall not be responsible in any way for the acts of third parties with respect to your personal or credit card information. You release MCI from any and all liability or responsibility for the acts or omissions of third-party recipients of your personal or credit card information.
You understand that MCI may disclose in any form, including in electronic form, any information that is required by law to be disclosed regarding your use of this Site.
You agree to ensure that any information provided to MCI is up to date and accurate and you assume the responsibility to maintain its accuracy throughout the entire term of your membership.
You have all right, title, and interest to and in any intellectual property, or other images, or patient information you uploaded by you to the Site.
You understand that, upon the cancellation of your paid subscription, your account will become inactive but the information you provided or uploaded may be stored by MCI, at its cost, for an indefinite period.
You understand that it is your responsibility to contact MCI if you would like your account and all your patient data deleted upon the cancellation of your subscription.
You understand that all patient-identifiable data in the database, including all lab test data, are stored in encrypted format that is standard in the industry. You also understand that as standard policy, we do not make such data available for export.
You understand and agree that MCI may, in its sole discretion, for any reason or no reason at all, terminate or suspend your member account, and remove and discard any information related to your member account, including without limitation any information you enter on or upload to the Site, immediately and at any time following: (a) any violation of these Terms of Use, or the spirit of these Terms of Use, by you or otherwise through your computer or member account; and (b) your failure to make payment for your member account. Further, you release MCI from any and all liability to you or any third-party for any termination or suspension of your member account or access to this Site.

Proprietary Rights: MCI owns intellectual property rights, including trademarks, patents, graphics, text, code, and other proprietary rights (the “Intellectual Property”) displayed on or through this Site; excepting any owned by a third-party or partner. Any use of our Intellectual Property without our prior written consent is strictly prohibited.

Links to, and Integration with, Other Websites: The site may contain links to, and integrate with, other websites, services, and resources that do not belong to, are not controlled by and are entirely independent of MCI. We do this for convenience to enhance your user experience. You agree that MCI is not responsible for any third-party sites or their actions or inactions, including the content, or any changes or updates to those sites. If you access any third-party site, you do so entirely at your own risk.

Links from Third Party Sites: Please connect with us on Facebook, Twitter, YouTube and the like. You may link to this Site if:

You do not replicate the home page of this Site;
You do not create a frame or any other browser or border environment around this Site;
You do not use logos or trademarks displayed on this Site; and
You do not link to a website which contains content that is offensive, infringes the intellectual property rights or other rights of others, or violates applicable laws.

Disclaimer: YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE IS ENTIRELY AT YOUR OWN RISK, AND THIS SITE IS PROVIDED ON AN “AS IS” OR MCI HEREBY SPECIFICALLY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, AND OTHER WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND AGAINST HIDDEN OR LATENT DEFECTS, QUALITY, AND TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, SECURITY, AND ACCURACY, TO THE EXTENT PERMITTED BY LAW. YOUR USE OF THE SITE ARE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR, AND HEREBY WAIVE, ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OTHERWISE OBTAINING INFORMATION THROUGH THE USE OF THE SITE. MCI WILL NOT BE RESPONSIBLE FOR ACTS OR OMISSIONS BY ANY PARTY, INCLUDING BUT NOT LIMITED TO ANY PARTY WHO MIGHT HACK, INVADE, OR OTHERWISE DISRUPT THE SITE OR TAKE INFORMATION, INCLUDING CONTENT YOU PROVIDE, FROM THE SITE OR OTHERWISE. IF MCI CANNOT LAWFULLY DISCLAIM SUCH WARRANTIES, THEN TO THE EXTENT PERMITTED BY LAW, MCI LIMITS THE DURATION OF SUCH WARRANTIES TO THE MINIMUM TIME PERMITTED UNDER SUCH LAW. SOME STATES, COUNTRIES, AND/OR PROVINCES DO NOT ALLOW EXCLUSIONS OR LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY OR CONDITION, AND ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS SECTION SHALL SURVIVE TERMINATION.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, MCI, AND ITS OFFICERS, MEMBERS, MANGERS, AND AFFILIATES, ARE NOT IN ANY EVENT RESPONSIBLE FOR DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY NATURE WHATSOEVER, RESULTING FROM OR ARISING OUT OF ANY BREACH OF WARRANTY OR CONDITION, USE OR MISUSE OF THE SITE, OR UNDER ANY OTHER LEGAL THEORY INCLUDING WITHOUT LIMITATION, LOSS OF USE OF THE SITE OR ANY GOOD OR EQUIPMENT USED WITH THE SITE, OR INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THIS SITE, YOUR MEMBER ACCOUNT, OR YOUR ACCESS TO THIS SITE, THE COST OF ANY REPLACEMENT GOOD OR SUBSTITUTE EQUIPMENT, LOSS OF REVENUE OR LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS OR LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF LIFE, THIRD-PARTY CLAIMS, OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED EVEN IF MCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE, OR ANY LINKS ON THIS SITE, AS WELL AS BY ANY INFORMATION OR REPORTS PROVIDED BY OR THROUGH THIS SITE. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST MCI OR ITS OFFICERS, MEMBERS, EMPLOYEES, OR AUTHORIZED REPRESENTATIVES, IS YOUR DISCONTINUATION OF YOUR USE OF THE SITE. SOME STATES, COUNTRIES, AND/OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS SECTION SHALL SURVIVE TERMINATION.

Indemnification: You agree to indemnify, defend, and hold harmless MCI and any and all of its present and future officers, members, service providers, suppliers, employees, authorized representatives, and affiliates from any and all liability, loss, claim, demand, and expense, including costs of litigation and reasonable attorneys’ fees, directly or indirectly arising out of or related to (a) your use or misuse of this Site, including without limitation any reports you generate using this Site, or any information that you enter on, or upload to, this Site; (b) any use or alleged use of your member account by any person, whether or not authorized by you; or (c) your violation of these Terms of Use. MCI reserves the right to assume the exclusive defense, control, and settlement, of any above matter. This section shall survive termination.

Arbitration of Disputes: You agree that any and all disputes, claims, or controversies arising out of or related to this Site asserted against MCI , or its officers, members, employees or authorized representatives will be brought exclusively with the Arbitration Service of British Columbia (“ASBC”) in British Columbia, Canada, to be arbitrated according to the then current ASBC rules of arbitration. The judgment rendered by the arbitrator will be binding on you and MCI and may be entered in any court of competent jurisdiction. This section shall survive termination.

Miscellaneous: These Terms of Use, which incorporates the Privacy Policy, is the entire agreement between you and MCI relating to the subject matter of these Terms of Use. If for any reason anything on or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use are controlling. If a provision of these Terms of Use is determined to be unenforceable, the remaining provisions of these Terms of Use will not be impaired. No waiver by MCI of any terms will be deemed a waiver of any of the other terms in these Terms of Use, and our failure to act with respect to any breach of the Terms of Use does not waive our right to subsequent or similar breaches. The Terms shall be governed by the laws of the Province of British Columbia. The prevailing party in any legal action arising out of or relating to these Terms of Use shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements determined by a court or arbitrator.

Inquiries If you have general inquiries, questions, concerns, or comments about the Terms of Use or this Site, please contact MCI via e-mail at info@cytometrix.ca. This Site is provided by MCI, with offices at 12238 New McLellan Road, Surrey, British Columbia, Canada V3X 2Y1.