KidSONO Inc. · Pediatric Point-of-Care Ultrasound Training Portal
End User Licence Agreement
Terms and conditions of use of the KidSONO Training Materials.
KidSONO Inc.
NOTICE TO USER: Please read this End User Licence Agreement (the "Agreement") carefully. This Agreement is a legal agreement between the User and KidSONO Inc. which specifies the terms of use of the Training Materials.
WHEN YOU CLICK ON THE "I AGREE" BUTTON OR WHEN YOU OTHERWISE CONTINUE TO ACCESS THE TRAINING MATERIALS, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON OR "I DO NOT ACCEPT", AND YOU WILL NOT BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO USE ANY PART OF THE TRAINING MATERIALS. YOUR WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF KIDSONO SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY KIDSONO UNDER APPLICABLE LAWS, THEN ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. WHERE A WRITTEN AGREEMENT HAS BEEN EXECUTED BETWEEN KIDSONO AND THE USER, THE TERMS OF THE WRITTEN AGREEMENT SHALL PREVAIL IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND THE WRITTEN AGREEMENT.
Definitions
1.1 In this Agreement including the preamble above, the following words shall have the meanings ascribed below:
"Data" means information regarding your identity, login name, email address, geographic location, IP address, domain names, the name of your employer or Medical Institution, progress results, assessment scores and any other data collected through your use of the Training Materials;
"Discretion" means the sole and absolute discretion of a party which may be exercised in any fashion including unreasonably;
"KidSONO" means KidSONO Inc., registered under the Canada Not-for-profit Corporations Act;
"Medical Institution" means an accredited medical school, hospital, nursing, or allied health program, or other healthcare service provider organization;
"Medical Professionals" means qualified physicians, residents, nurses and allied health support professionals;
"Site" means the online training portal accessible on the website www.kidsono.com or any other associated or successor website owned by KidSONO or operated by or on behalf of KidSONO and any associated mobile applications that may be developed at a later date;
"Privacy Policy" means KidSONO's Privacy Policy posted on the Site;
"Protected Parties" means KidSONO and its officers, directors, shareholders, members, contractors, medical, educational and product advisors, employees, agents and volunteers, or any other party that facilitates the creation and development of the Training Materials and the operations of the Site and any of such partie’s respective successors and assigns;
"Regulatory Body" means any governing regulatory body that has been provided with the legislative authority to regulate a specified medical profession in any province or territory of Canada, such as the College of Physicians & Surgeons of Alberta;
"Training Materials" means the pediatric point-of-care ultrasound instructional and training content provided on the Site in written, graphic and video format known as KidSONO, including but not limited to training modules, manuals, lectures, case studies, quizzes and interactive modules and all associated supporting materials, logos, designs, trademarks and trade names; and
"User" means any individual or entity authorized to access the Training Materials under one or more of the 3 categories specified at Section 2.1 below in accordance with the remaining terms of this Agreement.
User Classes and Eligibility
2.1 The Training Materials are designed to serve 3 distinct classes of Users. By registering, you represent that you fall into one or more of the following 3 categories and agree to the specific conditions applicable to you:
(a) Individual Students: Individuals initiating the training directly for personal educational advancement. Students must be at least 18 years of age and enrolled in a Medical Institution;
(b) Professional Advancement: Medical Professionals initiating or continuing training to maintain or advance their clinical skills. The User must provide valid professional credentials and agree to adhere to the professional guidelines of their respective Regulatory Body in applying their training to diagnose and treat patients; or
(c) Institutional Users: A Medical Institution that initiates training for its students, residents and staff. The Medical Institution, along with the User, is responsible for ensuring that all its students, residents, and staff comply with this Agreement. The Medical Institution agrees, along with the User, to be jointly and severally liable for any breach of this Agreement by the User.
Scope of Licence, Restrictions and Improvements
3.1 KidSONO hereby grants the User with a non-exclusive, limited license, to access and use the Training Materials on the Site exclusively for educational and training purposes only.
3.2 The limited licence granted to the User under Section 3.1 is subject to the following restrictions:
(a) The User may not copy, distribute, sub-license, lend, lease, or sell the Training Materials to any other person whatsoever;
(b) The User, may not directly, or indirectly authorize any third party, to modify, reverse-engineer, decompile, or otherwise disassemble any of the Training Materials; and
(c) The User shall not directly, or indirectly authorize any third party, to create any derivative works from the Training Materials
3.3 In the event that the User provides any suggestions to KidSONO to modify or improve the Training Materials by adding new content, or amending any existing content, then the User hereby assigns any such modifications and improvements to KidSONO without the requirement for KidSONO to make any payment to the User and any such modifications and improvements shall thereafter become the exclusive property of KidSONO.
3.4 KidSONO may modify, discontinue, or suspend the User's rights to access the Training Materials at any time if the User's conduct is found to be inconsistent with this Agreement and KidSONO retains the right at its Discretion, to determine whether or not the User's conduct is consistent with the intent of this Agreement.
3.5 KidSONO reserves the right to add new features or applications to the Training Materials at any time and from time to time at its Discretion.
Privacy Restrictions
4.1 For purposes of use of the Training Materials, the User shall ensure that any sample ultrasound scans or diagnostic data uploaded on the Site shall not contain any personal information of a patient, including without limitation, name and address, birth date, Alberta Health Care Number, Medical Record Number, Unique Lifetime Identifier, or other similar medical naming protocol whereby a patient can be identified.
Exclusive Ownership
5.1 The User hereby agrees that the Training Materials are licensed and not sold to the User. The User agrees that the Training Materials belong exclusively to KidSONO, including all intellectual and proprietary rights, and all other rights, title, and interests in the Training Materials. For certainty, KidSONO reserves all rights in the Training Materials not expressly granted to the User under the terms of this Agreement.
Medical and Certification Disclaimer
6.1 Educational Only: Access to the Training Materials is provided to the User exclusively for educational, training and informational purposes only.
6.2 No Certification: Completion by the User of KidSONO's various modules under the Training Materials does not constitute any formal medical certification, the granting of any credentials or the confirmation of any user competencies.
6.3 No Medical Advice: Nothing contained in the Training Materials constitutes medical advice, nor does use of the Training Materials establish a doctor-patient or practitioner- patient relationship between the User and a patient or any other third party.
6.4 Clinical Judgment: Notwithstanding the completion of the Training Materials by the User, the User shall at times rely on his or her own clinical judgment, training, and experience in applying the training gained from the Training Materials. The User must at all times adhere to the protocols, policies, and guidelines of their Medical Institution and Regulatory Body, as applicable.
User's Representations and Obligations
7.1 The User represents to KidSONO that it is either the owner of or is otherwise authorized to use the computer to connect to the Site.
7.2 The User agrees not to use the Training Materials in any manner prohibited by law or in violation of any term of this Agreement. The User also agrees to comply with all applicable laws, rules and regulations in the use of the Training Materials.
7.3 The User agrees that it shall not use, nor encourage others to use, any unauthorized means to copy or download the Training Materials from the Site.
Termination
8.1 This Agreement shall be effective from the time of access by the User of the Training Materials. KidSONO has the right to terminate the license granted herein immediately if the User fails to comply with any term or condition of this Agreement. In the event of termination of this Agreement, Sections 3, 5, 6, 7, 8, 9, 10, and 12 shall survive any termination of this Agreement.
8.2 The User shall, upon request from KidSONO at its Discretion, provide reasonable proof that the User has complied with the terms of this Agreement.
Consent to the Collection and Use of Data
9.1 The User agrees and consents to KidSONO collecting the Data in accordance with the Privacy Policy for the following purposes:
(a) Technical Support: providing technical support to the User and improving the Training Materials;
(b) Aggregate Reporting: Preparing internal reports and data analysis and in addition, KidSONO may also compile, publish, or disclose the Data in anonymous and aggregated compilations to any Medical institution or Regulatory Body, or any third parties for the purposes of seeking funding and curriculum development assistance; or
(c) Privacy Policy: Information that is anonymized and aggregated may be utilized by KidsSONO for the purposes of administering the Privacy Policy, but only where direct and indirect identifiers have been removed and the information cannot reasonably be used, alone or in combination with other information reasonably available, to identify the User. KidSONO shall not attempt to re-identify anonymized information and shall require, by written agreement, that recipients of anonymized and aggregated compilations comply with the restrictions set out in this 9.1(c).
9.2 Except as specified above, KidSONO shall not otherwise be entitled to resell or distribute the Data to any third parties for financial gain.
Disclaimer of Warranty
10.1 Access to the Training Materials is provided to the User by KidSONO exclusively for educational and training purposes on an "as is" basis and KidSONO does not provide any warranties of any kind whatsoever to the User, including, but not limited to any warranties of merchantability or suitability for a particular purpose.
10.2 The User acknowledges and accepts that commercially reasonable efforts shall be made by KidSONO to maintain the Site, but that KidSONO does not guarantee that the Site will be accessible at all times or that the Site will operate error-free. In addition, KidSONO does not represent or warrant that the Site or the content found on the Site is free of errors, viruses, worms or other harmful programs placed by unauthorized third parties. KidSONO is therefore not liable for any damage that the User may suffer as a result of such destructive features that have been placed on the Site by any unauthorized third parties.
Limited Liability
11.1 THE USER EXPRESSLY UNDERSTANDS ACKNOWLEDGES AND AGREES THAT THE USER'S ACCESS TO THE SITE AND USE OF THE TRAINING MATERIALS IS AT THE USER'S SOLE RISK.
11.2 THE USER'S ACCESS TO THE SITE AND USE OF THE TRAINING MATERIALS IS EXPRESSLY PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
11.3 KIDSONO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OTHER THAN ANY WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
11.4 TO THE EXTENT PERMITTED BY LAW, NEITHER KIDSONO, NOR THE REMAINING PROTECTED PARTIES, ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER BASIS ARISING OUT OF OR RELATING IN ANY WAY TO THE TRAINING MATERIALS OR THE SITE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF KIDSONO KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
11.5 THE USER'S SOLE REMEDY FOR DISSATISFACTION WITH THE TRAINING MATERIALS AND ACCESS TO THE SITE IS TO STOP USING THE TRAINING MATERIAL AND STOP ACCESSING THE SITE AND THE USER SHALL NOT BE ENTITLED TO ANY MONETARY DAMAGES FROM ANY OF THE PROTECTED PARTIES WHATSOEVER.
Indemnity
12.1 The User and the Medical Institution on a joint and several basis if applicable, hereby agrees, at its own expense, to indemnify, defend and hold harmless the Protected Parties against any claim, suit, action or other proceeding, to the extent based on or arising in connection with use of the Training Materials and access to the Site, including, but not limited to:
(a) a violation of the terms and conditions specified in this Agreement by the User or anyone using the User's computer hardware to access the Site and the Training Materials; or
(b) any misrepresentation or breach of a representation, warranty or covenant made by the User herein
12.2 The User agrees to pay any and all legal fees, costs, damages and expenses and costs awarded against or incurred by or in connection with or arising from any such claim, suit, action or proceeding.
Applicable Laws
13.1 This Agreement shall be governed by and construed under the laws of the province of Alberta and the federal laws of Canada applicable herein (without regards to its conflicts of laws provisions and without regard to the United Nations Conventions on Contracts for the International Sale of Goods). The sole and exclusive jurisdiction and venue for actions arising out of this Agreement shall be the courts of Alberta, sitting in Calgary, Alberta.
General
14.1 This Agreement may not be assigned or transferred by the User without KidSONO's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect.
14.2 This Agreement and the Privacy Policy represents the entire agreement relating to the Training Materials and supersedes all prior written or oral agreements and representations of the parties. This Agreement may be amended only by a document in writing executed by both parties.
14.3 If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable.
14.4 Any waiver by KidSONO of any breach or default by the User of the terms and conditions of this Agreement shall not be deemed a waiver of any preceding or subsequent breach or default by the User.
14.5 Any heading, caption or paragraph title contained in this Agreement is inserted only as a matter of convenience.