POGA Terms of Use

TERMS OF USE

Chiron Systems Inc. (“Chiron”, “we” or “us”) operates the POGA software and application (the “Services”). Your use of and access to the Services is governed by these terms and conditions (the “Terms”). Please read them carefully before using the Services. If you do not agree to these Terms, you may not use the Services.

1. ACCEPTANCE OF TERMS

1.1. These Terms comprise an electronic contract that establishes the legally binding terms you must accept to use the Services. The Terms include our Privacy Policy.

1.2. By accessing or using the Services, you accept the Terms and agree to the terms, conditions and notices contained or referenced herein and consent to have the Terms and all notices provided to you in electronic form. The Terms may be modified by Chiron from time to time, such modifications to be effective upon posting by us on the Services. We shall notify you of changes to the Terms through notices on the Services or by email, or both. To withdraw your consent, you must cease using the Services and terminate your Account.

1.3. If you breach any provision of these Terms, your right to access and use the Services shall cease immediately.

1.4. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms. In such case, “you” and “your” will refer to that organization.

2. OUR SERVICE

2.1. Chiron is not a medical office, physician office, or other medical-related business. Rather, we provide an independent online service that helps patients prepare for the requirements of a medical procedure and post-procedure by facilitating the provision of information by the patient’s care provider(s). We do not provide medical or other professional advice.

2.2. We reserve the right to add, amend, delete, edit, remove, or modify any information, content, material, or data displayed on the Services and without notice from time to time. We reserve the right to suspend or discontinue the Services, in whole or in part, without notice. We shall not be liable to you for any modification, suspension, or discontinuation of the Services.

2.3. Chiron shall have no obligation to provide you with any support or maintenance in connection with the Services.

3. ACCOUNT REGISTRATION

3.1. Prior to using the Services, you will be required to register for a user account (an “Account”). It is your responsibility to ensure that all information, content, material, or data you provide in your Account is at all times correct, complete, accurate, and not misleading. We accept no responsibility for any loss or damage to you arising from Account information that is not correct, complete, and accurate, or is misleading.

3.2. During the Account registration process, you will select login credentials (“Credentials”). Your Credentials may only be used by you or authorized users to whom the Credentials are assigned. Credentials may not be shared with unauthorized individuals. It is your responsibility to keep all of your Account information confidential, including but not limited to your Credentials. You are solely responsible for all activities undertaken through your Account. You must notify us immediately of any unauthorized or suspected unauthorized use of your Account. We accept no responsibility for loss or damage resulting from failure to keep your information confidential or from failing to notify us of unauthorized use of your Account.

3.3. We may, in our sole discretion, terminate your Account and your access to the Services at any time if you are in breach of the Terms.

4. USER CONTENT

4.1. Through the Services, you may submit content including text, images, photographs, figures, charts, graphics, reports, data, and sound (the “User Content”). You acknowledge and agree that such User Content shall be deemed not to be confidential or proprietary in any way. We do not want to receive any confidential or proprietary information, including but not limited to patient confidential information, and you agree not to submit any such information though the Services.

4.2. In any event, by submitting User Content to the Services, you agree to grant to us and all users of the Services a royalty free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use your User Content and you agree to waive all moral rights related to the User Content. You represent and warrant that you own all User Content you submit through the Services or have the right to use it, and that the submission of your User Content does not violate the rights of any other person.

4.3. You are solely responsible for ensuring that your User Content is accurate, complies with applicable laws including, without limitation, those relating to privacy, and also best clinical and ethical practices. We do not review User Content and do not provide any medical or other advice. We accept no responsibility for errors or omissions in your User Content or lack of compliance with any regulation or practice.

5. PERMITTED USE OF SERVICES

5.1. We grant you a non-transferable, non-exclusive, revocable, limited licence to use and access the Services as set out herein.

5.2. You will not, nor will you allow any third party to, do any of the following:

a) use the Services in any unlawful or fraudulent manner, or any other manner prohibited by the Terms;

b) access, tamper with, or use non-public areas of the Services or Chiron’s computer systems;

c) attempt to probe, scan, or test the vulnerability of any Chiron system or network or breach any security or authentication measures;

d) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Chiron or any of Chiron’s providers or any other third party (including another user) to protect the Services;

e) attempt to access or search the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Chiron or other generally available third-party web browsers;

f) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

g) use any meta tags or other hidden text or metadata utilizing a Chiron trademark, logo URL or product name without Chiron’s express written consent;

h) use the Services for the purpose of bringing an intellectual property infringement claim against Chiron or for the purpose of creating a product or service competitive with the Services;

i) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

j) interfere with, or attempt to interfere with, the access of any user, host or network connected to the Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

k) collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

l) impersonate or misrepresent your affiliation with any person or entity;

m) violate any applicable law or regulation; or

n) encourage or enable any other individual to do any of the foregoing.

5.3. Chiron will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Services security issues, to the fullest extent of the law. You acknowledge that Chiron has no obligation to monitor your access to or use of the Services but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

6. THIRD PARTY LINKS

6.1. We may provide links on the Services to the websites or services of third parties. These website and services are owned and operated by third parties over whom we do not have control. Chiron has not reviewed all of the sites linked on the Services and accepts no responsibility for the contents of third-party services. The inclusion of any link does not imply endorsement by Chiron of the site. Use of any such linked website is at the user’s own risk. Any links to third party services are provided for your interest and convenience only. We are not responsible or liable for any loss or damage you may suffer or incur in connection with your use of any third-party services or for any acts, omissions, errors, or defaults of any third party in connection with their services.

7. INTELLECTUAL PROPERTY
7.1. In this Agreement, “Intellectual Property Rights” means any and all rights associated with works of authorship, including but not limited to copyrights, trademark, trade name, trade dress and similar rights, trade secret rights, patents and all other intellectual property rights in any jurisdiction throughout the world.

7.2. The Services contain our copyrighted material, trademarks, and other proprietary information. We own and retain all Intellectual Property Rights in the Services, and in all content related thereto. You agree to not copy, modify, transmit, distribute, create any derivative works from, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Services. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

7.3. Subject to the limited licenses granted in these Terms, no license is granted to you or any other party for the use of our intellectual property.

7.4. Any third-party trademarks, service marks or other intellectual property displayed on through the Services are used with the authorization of the owner of the intellectual property, subject to their guidelines for use. We cannot authorize you to use, reproduce or modify any third-party intellectual property used in the Services, and are not responsible for any loss or damage you may suffer or incur in connection with your use of any third party intellectual property for your own purpose.

8. DISCLAIMERS

8.1. You agree that:

a) If you use the Services, you do so at your own and sole risk. The Services are provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, and fitness for a particular purpose, title and non-infringement.

b) If you access or transmit any content through the use of the Services, you do so at your own discretion and your sole risk. You are solely responsible for any loss or damage to you in connection with such actions. We are not responsible for any incorrect or inaccurate content in connection with the Services, whether caused by users or by any of the programming associated with or utilized in the Services. We are not responsible for the conduct, whether online or offline, of any user of the Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.

8.2. We do not warrant that:

a) the Services will meet your requirements;

b) access to the Services will be uninterrupted, timely, secure, or error-free;

c) the quality or reliability of the Services will meet your expectations;

d) any information you provide or we collect will not be disclosed to third parties;

e) any account on our site is accurate, up to date or authentic; or

f) third parties will not use your confidential information in an unauthorized manner.

7.3. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Services or any conduct or interactions between users of our Services, whether online or offline.

9. LIMITATION OF LIABILITY

9.1. You agree that neither we nor our affiliates, officers, directors, employees, agents and licensors will be liable for any damages whatsoever, including direct, indirect, incidental, punitive, special, consequential or exemplary damages, in connection with, or otherwise resulting from, any use of the Services, even if we have been advised of the possibility of such damages. Without limiting the generality of the foregoing, we shall not be liable for any damages, liability, or losses arising from, relating to, or connected with:

a) the use or inability to use the Services;

b) disclosure of, unauthorized access to, or alteration of your Account;

c) actions or inactions of other users or any other third parties for any reason; or

d) any other matter arising from, relating to or connected with the Services or these Terms.

9.2. We will not be liable for any failure or delay in performing under these Terms where such failure or delay is due to causes beyond our reasonable control, including natural catastrophes, pandemic, governmental acts or omissions, laws or regulations, terrorism, labor strikes or difficulties, communication system breakdowns, hardware or software failures, transportation stoppages or slowdowns or the inability to procure supplies or materials.

9.3. You acknowledge and agree that the disclaimers of warranties above and these limitations of liability are an agreed upon allocation of risk between you and us. You acknowledge and agree that if you did not agree to these limitations of liability you would not be permitted to access the Services. You acknowledge and agree that such provisions are reasonable and fair.

10. INDEMNITY

10.1. You agree to defend, indemnify and hold us, and our subsidiaries, parents, affiliates, and each of our and their directors, officers, managers, partners, agents, other representatives, employees and customers (each an “Indemnified Party” and collectively, the “Indemnified Parties”), harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation, lawyers’ fees and costs, investigation costs and settlement expenses, incurred in connection with any investigation, claim, action, suit or proceeding of any kind brought against any Indemnified Party arising out of your use of the Services, any alleged or actual infringement of the intellectual property rights of any party, any injury or damage to property or person, any act by you in connection with any user of the Services or any other third party, or alleging facts or circumstances that could constitute a breach by you of any provision of these Terms and/or any of the representations and warranties set forth above.

11. INJUNCTIVE RELIEF

11.1. You acknowledge and agree that your breach of any of the Intellectual Property clauses contained in these Terms would result in irreparable harm to Chiron that could not adequately be compensated by way of a damage award. You agree that in the event of any such breach, in addition to damages and all other remedies available to Chiron at law or in equity, and notwithstanding anything else in these Terms, Chiron shall be entitled as a matter of right to obtain from a court of competent jurisdiction such relief by way of injunction, decree, or otherwise as may be appropriate to ensure compliance with the provisions of this Agreement.

12. PRIVACY

12.1. We are committed to protecting your privacy. We process your information in line with our Privacy Policy. By using the Services, you agree to the way in which we process and deal with your personal information.

13. TERM AND TERMINATION

13.1. These Terms will remain in full force and effect while you use the Services and/or have an Account.

13.2. You acknowledge and agree that we, in our sole discretion, may terminate your access to the Services for any reason, including, without limitation, your breach of these Terms. You understand and agree that we are not required, and may be prohibited, from disclosing to you the reason for termination of your access to the Services. You acknowledge and agree that any termination of your access to the Services may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account and bar any further access to the Services. Further, you acknowledge and agree that we will not be liable to you or any third party for any costs or damages of any kind for or resulting from any termination of your access to our Services. Upon termination, your information may be deleted or kept as necessary.

14. FEEDBACK

14.1. If you provide us with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Chiron all rights in such Feedback and agree that Chiron shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us as Feedback any information or ideas that you consider to be confidential or proprietary.

15. GENERAL PROVISIONS

15.1. The relationship of Chiron to you is that of independent contractor. These Terms shall not be construed as creating a partnership, joint venture or agency relationship between the parties of any other form of legal association that would impose liability upon one party for any act or failure to act by the other party.

15.2. These Terms shall be governed by, and construed under, the laws of the Province of British Columbia, Canada. Any legal action or proceeding with respect to these Terms shall be brought exclusively in the courts of British Columbia and by agreed to these Terms you irrevocably consent to the jurisdiction of those courts.

15.3. In the event that any portion of these Terms are held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect its original intentions and the remainder of the provisions shall remain in full force and effect.

15.4. These Terms contain the entire agreement between the parties with respect to the subject matter contained herein. All other agreements, oral or written, are hereby superseded by these Terms.

15.5. These Terms shall be binding upon you and your heirs, successors, executors, administrators and assigns.

15.6. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Chiron.

15.7. The waiver by Chiron of a breach, default, delay or omission of any of the provisions of these Terms by you shall not be construed as a waiver of any subsequent breach of the same or other provisions.

15.8. These Terms shall be governed by and construed under the law of the Province of British Columbia.

16. CONTACT

16.1. If you have any questions or concerns about these Terms, you may contact us at legal@chironsystems.com.