EULA

Amissa Platform User Agreement – End User License Agreement (EULA)

This Amissa Platform User Agreement (“Agreement”) is a binding agreement entered into on the date upon which you click “I Agree” after reading the terms below (the “Effective Date”) and is between you (or a person for whom you are acting as legal guardian) (“End User” or “you”) and Amissa, Inc. (“Amissa”). This Agreement governs your access to, use of and submission/making available of data to Amissa’s research data collection, monitoring and analysis platform and the supporting mobile application (the platform and any app, including all related documentation, are referred to herein collectively as the “Platform”). The Platform is licensed, not sold, to you.

By clicking “I Agree” below and using the Platform, you (a) acknowledge that you have read and understand this Agreement; (b) represent that you are 18 years of age or older; and (c) accept this Agreement on your own behalf and agree that you are legally bound by its terms.  If you do not agree to these terms, you may not register to access or use the Platform.

1. Registration/Collection and Use of Your Information. You will be required to register to use the Platform, and in the course of doing so you will submit information about you for purposes of creating a user profile.  By submitting or making available information about you or that identifies you or others directly or indirectly, you agree to the use of that information as described in the Privacy Policy, the terms of which are incorporated by reference into this Agreement.  You acknowledge that when you download, install, or use the Platform, Amissa may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about you and your use of the Platform. By downloading, installing, using, and providing information to or through the Platform, you consent to all actions taken by Amissa with respect to your information and User Data (as defined below) in compliance with the Privacy Policy.
2. User Name/Password Protection. You will be required to choose a username and password for your account. You agree that you are entirely responsible for safeguarding and maintaining the confidentiality of the username and password you use to access the Platform. You authorize Amissa to assume that any person using the Platform with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of your account.
3. Your Responsibilities.

(a)  You have and will retain sole control of all access to and use of the Platform by any individual using your Platform logon credentials, including any: (i) information posted by or provided by any individual within the Platform; (ii) results obtained from any use of the Platform; and (iii) conclusions, decisions, or actions based on such use.

(b)  You have and will retain sole responsibility for: (a) all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from you, or from any individual using the Platform under your logon credentials, by or through the Platform or that incorporates or is derived from the storage, compilation or management of such information, data, or content by or through the Platform under your logon credentials; (b) all information, instructions, and materials provided by or on behalf of you or by any individual using the Platform under your logon credentials; (c) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services; (d) the security and use of your Platform access credentials; and (e) all access to and use of the Platform directly or indirectly by you or any individual using the Platform under your logon credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

4. Pricing and Payment.

Coming soon…

5. User Data.

(a)        The Platform allows you to submit, upload, publish or otherwise make available to Amissa data entered by you or others and data arranged and compiled by you or others or data about you collected by automated means (“User Data”).  By using the Platform, making available User Data to or within the Platform, or otherwise submitting the User Data to Amissa, you grant Amissa a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license, with the right to use, edit, copy and distribute (solely at your direction) such User Data in all formats and distribution channels now known or hereafter devised (including in connection with Amissa’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

(b)       Amissa will exert commercially reasonable efforts to make the Platform available on an error-free basis.  You understand that Amissa does not warrant accuracy or a lack of data processing errors.  Furthermore, you agree to inform Amissa of any errors, inconsistencies or issues that should be addressed.

6. Prohibited Uses of Platform.

(a)        You agree not to access (or attempt to access) the Platform by any means other than through use of the user name and password adopted by and specific to you.  You agree that you will not copy or scrape, through manual or automated means, any data from the Platform apart from your use of the data needed by or useful to you for your individual use consistent with the intended use of the Platform.  You agree that you will not engage in any activity that interferes with or disrupts the Platform (or the servers and networks which are connected to the Platform). You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Platform for any purpose. You agree that you are solely responsible for (and that Amissa has no responsibility or liability to you or to any third party for) any breach of your obligations under this Agreement and for any consequences (including any loss or damage which Amissa may suffer) of any such breach.

(b)       You agree that you shall not transmit to Amissa or upload to or through the Platform (whether as User Data or otherwise) any Harmful Code or use or misappropriate the Platform for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “Trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.

(c)        Without limiting the foregoing and by way of example only, users may not:

7. License Grant. Subject to the terms of this Agreement, Amissa grants to you a limited, non-exclusive, non-sublicensable and nontransferable license to download, install, and use the Platform for the Term strictly in accordance with these Agreement terms and, in the case of the associated mobile application, any terms specific to that application that you agree to either at the time of download or subsequently. For the avoidance of doubt, this license does not entitle you to distribute or re-sell the Platform or any data accessed through the Platform.
8. License Restrictions. You shall not:

(a)  copy the Platform, except as expressly permitted by this Agreement;

(b)  modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;

(c)  reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;

(d)  remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;

(e)  rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, the data accessed through the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time; or

(f)  remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.

9. Reservation of Rights. The Platform and its entire contents (other than materials you submit), features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Amissa, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform or the data accessible through the Platform under this Agreement, nor do you acquire any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and in accordance with the Platform’s documentation.  Amissa reserves and shall retain its entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Amissa disclaims responsibility for any content that you or any individual using the Platform under your logon credentials submit to the Platform.  You hereby irrevocably grant all rights and permissions in or relating to such content as is necessary or useful to Amissa to enforce this Agreement and exercise Amissa’s rights and perform Amissa’s obligations hereunder.

10.  Amissa Does Not Provide Medical Advice

[The information and comments provided at or via the Platform, whether by Amissa or other Platform users, is not meant to be and is not a substitute for advice provided by a doctor or other qualified health care professional.  You should always consult with a doctor or other health care professional for medical advice or information about diagnosis and treatment.]

11. Updates. Amissa may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Amissa has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. If you access the Platform via the mobile app, and depending upon your mobile device settings, when your mobile device is connected to the internet either:

(a)  the Platform will automatically download and install all available Updates; or

(b)  you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.

12. Third-Party Materials. The Platform may display, include, or make available third-party content (including data, information, Platforms, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Amissa is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Amissa does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

13. Representations and Warranties.

You represent and warrant that:

(a)  you are in compliance with all laws applicable to your use of the Platform;

(b)  you own or otherwise have and will have the necessary rights and consents in and relating to all content that you or any individual using the Platform under your logon credentials submit to the Platform so that, as received by Amissa and stored and shared within the Platform, such content does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy right or other rights of any third party or violate any applicable law;

(c) you have the right and authority to enter into this Agreement; and

(d) your entering into this Agreement with Amissa and your performance of your obligations under the Agreement do not and will not conflict with or result in any breach or default under any other agreement to which you are subject.

14. Term and Termination.

(a)  The term of Agreement commences on the Effective Date and will continue in effect until terminated by you as set forth below in Section 15(b) or by Amissa as set forth below in Section 14(c) (the “Term”).

(b)  You may terminate this Agreement by ceasing to use the Platform and, if you have downloaded the Platform in mobile app form, deleting the Platform and any copies thereof from your mobile device.

(c)  Amissa may terminate this Agreement and your access to the Platform at any time without notice for any reason or for no reason, including if it ceases to support the Platform, which Amissa may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically, and Amissa reserves the right to disable your or any individual’s access to the Platform, without any notice if you violate any of the terms and conditions of this Agreement.  This Section 13(c) does not limit any of Amissa’s other rights or remedies, whether at law, in equity, or under this Agreement.

(d)  Upon termination:

(i)  all rights granted to you under this Agreement will also terminate; and

(ii)  you must cease all use of the Platform and, if applicable, delete all copies of the Platform from your mobile device and account.

(e)  Termination will not limit any of Amissa’s rights or remedies at law or in equity.  Moreover, upon termination or expiration of this Agreement Sections 6, 8, 9, 10, 13, 14(d), this 14(e), 15, 16, 17, 18, 19, 20, 21, 22 and 23 and any other provision of this Agreement that by its terms would be expected to survive termination or expiration of this Agreement will survive termination or expiration of this Agreement.

15. Disclaimer of Warranties. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AMISSA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, AMISSA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH, OR WORK WITH ANY OTHER SOFTWARE, PLATFORMS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO IT COULD BE THAT SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS DO NOT APPLY TO YOU.

16. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AMISSA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT FOR:

(a)  PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b)  DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ANY AMOUNT ACTUALLY PAID BY YOU TO AMISSA FOR USE OF THE PLATFORM DURING THE ONE (1) YEAR PERIOD PRIOR TO THE EVENT THAT GIVES RISE TO YOUR CLAIM OF LIABILITY ON AMISSA’S PART.

AMISSA IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAY OR FAILURE OF PERFORMANCE CAUSED IN WHOLE OR IN PART BY YOUR DELAY IN PERFORMING, OR FAILURE TO PERFORM, ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT.  THE PLATFORM DO NOT REPLACE THE NEED FOR YOU TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. AMISSA HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR AMISSA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

17. Indemnification. You agree to indemnify, defend, and hold harmless Amissa and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees (collectively “Claims”), arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.
18. Geographic Restrictions.  Amissa makes no claims that the Platform any of its content are or will be accessible or lawful outside of the United States. Access to the Platform might not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.  Furthermore, by agreeing to the terms of this Agreement you consent to the processing of your personal data in the United States.
19. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
20. Governing Law & Venue. This Agreement is governed by and construed in accordance with the internal laws of the [Commonwealth of Massachusetts], without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively either in federal court in the United States District Court for [Massachusetts in Boston] or in the courts of the Commonwealth of [Massachusetts in Suffolk County]. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
21. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
22. Entire Agreement. This Agreement, our Privacy Policy and any other terms that you are presented with while navigating the Platform and engaging in transactions through the Platform constitute the entire agreement between you and Amissa with respect to the Platform, and supersede all prior or contemporaneous understandings and agreements outside of this Agreement or outside of the Platform, whether written or oral, with respect to the Platform.
23. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.