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.
(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.
(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.
(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:
(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.
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.]
(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.
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.
(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.
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.
(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.