These Terms of Service define the terms by which you may use the Knowledge Synthesis software as a service platform (the “Software”) and the related services (the “Services”) and are an agreement between you and Knowledge Synthesis Inc. (the “Company”) (the Company, Software, and Service are collectively referenced as “we” or “us”). By using the Software and the Services, you expressly acknowledge that you have read, accept, and agree to be bound by these Terms of Service, as well as any applicable laws hereunder. You should not use the Software and/or Services if you do not agree to these Terms of Service.
We may modify our Terms of Service at any time without notice or in our sole discretion, and any amendments will apply immediately. Your continued use of this Software and the Services after any amendments shall signify your acceptance of the amendments. You should return to this page from time to time in order to ensure that you are aware of any changes. The Privacy Policy, Acceptable Use Policy, Copyright Infringement Policy, and Statement of Supported Hardware and Browsers posted to our Website also form part of these Terms of Service. We may at any time modify these policies and statements, or introduce new policies or statements. Any reference to our Terms of Service includes all such policies and statements.
This Agreement applies to all registrants and active subscribers to our Software and Services.
In order to access our Software and Services, you will need to register, create an account, and sign up for a subscription to use our Services. When you register and subscribe, you will be asked to provide your full name, email address, name of employer, password, and to identify whether the employer is a nonprofit institution or a commercial, for-profit business. Profile information entered into your account at registration will only be viewable by you through your account settings and by Company, but not by other subscribers, except at your discretion.
Upon selecting your password, you should keep your password confidential and refrain from sharing it with any third party. You are solely responsible for any activity that occurs on your account. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than one in the domain idatamed.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You are solely liable for any loss or damage arising from your failure to comply with this notification requirement.
All information provided by you in your registration must be truthful, accurate, and complete, and will be subject to a verification process. We will cancel any registration that we cannot verify as being truthful, accurate, and complete. In addition, we reserve the right to suspend or cancel any approved registration at any time without prior warning if you fail to comply with these Terms of Service, without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed fraud or any other illegal activity, we may report you to the appropriate law enforcement authorities.
Only adult members of the medical research community, who are at least eighteen (18) years of age and are either employed at a commercial business or at a non-profit research or educational institution, are eligible to register to use our Software and access our Services. In addition, to be eligible to register and use our Software and Services, you may not be either an employee or an independent contractor of a competing commercial software company. You must be fully competent to enter into and to comply with the terms, conditions, obligations, representations, and warranties set forth in these Terms of Service. By registering and using the Software and Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and can abide by all of the terms and conditions set forth herein.
Evaluation Subscriber Obligation. During the period of any evaluation subscription, you acknowledge and agree that you are responsible for providing any feedback that you have regarding your evaluation and the results that you receive directly to us, and that you shall maintain your feedback in confidence and refrain from disclosing it publicly or to any third party. You agree that all such feedback will not be subject to any obligation of confidence by us, and that we will not be liable for any use or disclosure of the feedback. You further agree that we may use any such feedback to make improvements to our Software and Services at our sole discretion without any obligation to you. Accordingly, you grant to us an exclusive, perpetual, royalty-free, transferable, worldwide license to use, display, copy, publish, republish, incorporate into our intellectual property, and grant sublicenses to any idea you provide to us.
In addition, during the period of your evaluation, you acknowledge and agree that you will obtain prior approval before including any Findings or Data generated by the Software in any publication.
We use commercially reasonable efforts to maintain our Software and Services and to keep them operating on a twenty-four (24) hour, seven (7) day a week basis, free from bugs, errors, technical problems, or defects. If, at any time in the future, we identify any bugs, errors, technical problems, or defects, then we will assign technicians to address and resolve the issue.
If you become aware of an error, bug, or other technical problem, then you should notify us immediately of the incident and provide us with the following information:
We cannot guarantee that your access to the Software or Services will be uninterrupted, or that the Software and Services will be available at all times. We disclaim any and all liability or responsibility for any delay, interruption, or downtime, or for any loss of Data that you generated.
We use commercially reasonable efforts to ensure that our Software and Services are protected from viruses and other destructive software and that Data is routinely backed up for both archival and disaster recovery purposes, but we cannot guarantee that either will at all times be free from viruses or that all Findings and Data will never be lost during the term of your subscription. We urge you to use reasonable care in uploading and downloading information. We can assume no responsibility for any damage to computer equipment or other property that may result from the use of the Software and Services or as a result of downloading from the Software and Services, or for the loss of any Data or Findings in your account.
We have implemented commercially reasonable security measures to protect personal information uploaded to the Software and Services such as one-way password encryption and secure file transfer protocol; however, we cannot provide any guarantees that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge and agree that any personal information that you upload to this platform is provided at your own risk.
You agree that we will not be liable to you for any indirect, consequential, special, punitive, or exemplary damages, arising out of or in connection with the use of this Software or the Services, including but not limited to damages for loss of profits, goodwill, use, data, personal injuries, or other intangible losses (even if we have been advised of the possibility of such damages).
Our liability to you shall in no event exceed in the aggregate for all claims the greater of the total amount of all subscription fees that you paid to us in the past year or One Thousand U.S. Dollars ($1,000). Some jurisdictions do not allow the limitation of liability, so these limitations may not apply to you.
The Software, Services, Data, and Findings are provided to subscribers on an “as is” basis. Your use and reliance on the Software, Services, Data, and Findings shall be at your sole risk.
We make no warranty that your access to the Software or the Services will be continuous, uninterrupted, bug-free, error-free, virus-free, malware-free, free of defects, or free of technical problems; that our Software will never be hacked by a third party; or that any Data or Findings automatically generated through this Software will be accurate, correct, reliable, or complete. You acknowledge and agree that security safeguards, by their nature, are capable of circumvention, and that we cannot guarantee that Data or Findings will never be accessed and altered by unauthorized persons capable of overcoming such safeguards. We will, however, use reasonable care to provide uninterrupted, bug-free, error-free, malware-free Software and to make every effort to ensure that our Software is secure, fully functional, and generating the appropriate and intended Data and Findings at all times.
TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS CAN OR WILL BE CORRECTED OR THAT THIS WEBSITE AND THE SOFTWARE SERVICE WILL OPERATE BUG-FREE, ERROR-FREE, CONTINUOUSLY, OR UNINTERRUPTED, OR THAT SUBSCRIBERS WILL NEVER LOSE ANY DATA OR FINDINGS THAT ARE GENERATED THROUGH THIS SOFTWARE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ENSURING THE SECURITY AND INTEGRITY OF YOUR HARDWARE, NETWORK, AND OTHER COMPUTER SYSTEMS.
You acknowledge and agree that our Software and Services are only intended for medical research purposes and are not intended for diagnostic purposes or to make clinical or medical treatment decisions. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ANY BODILY INJURY, DEATH, OR OTHER CLINICAL OR MEDICAL OUTCOMES OR RESULTS ARISING FROM ANY DIAGNOSIS OR CLINICAL OR MEDICAL TREATMENT DECISION MADE BY THE USE OR RELIANCE ON DATA OR FINDINGS GENERATED BY OUR SOFTWARE.
You further acknowledge and agree that all Findings generated from the use of the Software are automatically generated scientific statements based on Data and are not intended to be statements of facts or truth, but merely starting points for further experimental validation by you. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR OUTCOMES OR RESULTS ARISING FROM YOUR RELIANCE ON THE FINDINGS AS STATEMENTS OF FACTS AND TRUTH.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our officers, directors, employees, independent contractors, representatives, and agents from any and all liability for claims, damages (actual and or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature arising from or in any way related to Company, our Software, or our Services. If applicable, you waive your rights under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true, and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
By using our Software and Services, you agree to indemnify, defend, and hold harmless us, as well as our officers, employees, independent contractors, representatives, agents, and other subscribers, from any liability, expense, cost, damage, award, judgment, settlement, or attorneys fee, arising from any claim by any third party based upon, resulting from, or related to (a) your use of the Software or Services; (b) any improper or unauthorized use of the Software or Services by you; or (c) the bodily injury or death of any person arising from the use of Data or Findings generated by the Software.
We reserve the right to discontinue this Software and our Services at any time in our sole and absolute discretion. You agree that we may assign these Terms of Service without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the Terms of Service, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Service is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the Parties' intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Service, which are to remain in full force and effect. The Terms of Service constitute the entire agreement with you and us with respect to the subject matter set forth herein. The section headings and subheadings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect these Terms of Service.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.
All disputes arising under these Terms of Service shall be submitted to binding arbitration in San Francisco, California under the Commercial Rules of the American Arbitration Association by one arbitrator mutually agreed upon by you and us in accordance with the aforementioned Rules. The costs of arbitration, including administrative and arbitrators' fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator's award in any court having jurisdiction. If judicial enforcement or review is sought, then the prevailing party shall be entitled to costs and reasonable attorney's fees. All claims you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to the terms of this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys' fees and costs for the improperly filed claim, provided that we have notified you in writing of the issue and you have failed to properly withdraw the claim.
In the event that you have any questions about these Terms of Service, or that you need further assistance with respect to the access or use of the Software or Services, please notify us at the contact information listed below:
Attn.: Legal Officer
Knowledge Synthesis Inc.
725 Folger Avenue
Berkeley, CA 94710
USA
These Terms of Service were last modified on the 30th of June, 2017.