Terms of Service – Dyad Medical

Last Updated: August 23, 2021

Dyad Medical Inc. (“Dyad Medical”, “we”, “us” or “our”). These Terms of Service (“Terms”) govern your use of our website located at www.dyadmed.com (the “Site”) and Services.

Dyad Medical provides proprietary automated medical image analysis tools and related research resources (the “Services”). Dyad Medical does not provide any health care services, medical advice, or medical treatment and Dyad Medical’s services are not for use in any diagnostic, treatment or therapeutic applications.

By accessing our Site, you are agreeing to abide by these Terms, and this agreement to our Terms constitutes a legally binding contract between you and Dyad Medical. Please carefully review these Terms and our Privacy Notice. If you are uncomfortable with or do not agree with any part of these Terms or our Privacy Notice, you should immediately discontinue use of our Site and Services.

Dyad Medical may revise and update these Terms at any time. Your continued use of the Site will mean you accept the revised Terms.

Authorization to Upload Data.

Our Services involve the analysis of medical images, which, depending on where you reside, may require the patient’s explicit consent. By using our Services, you represent and warrant that you have authorization, and where required consent, under applicable law to provide any data, including medical images through our Services. Further, if the patient is located outside of the US and applicable law requires, you represent and warrant that you have advised the patient of, and the patient has consented to, Dyad Medical’s processing of their personal information understanding that Dyad Medical is located in the United States and the patient’s data will typically be transferred to, stored, and processed in the United States where our servers are located and our central database is operated.

You shall not use, upload, or disclose individually identifiable protected health information (as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) to or through our Services.
Limited Use of Services.

You understand and acknowledge that the Services are for your internal research use only and not for use in any human or animal diagnostic or therapeutic procedures. You may only use the Services as permitted by the U.S. Food and Drug Administration.
Your Use of the Site.

By accessing our Site, you agree not to engage in any of the following:
- intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;
- violate the intellectual property rights of Dyad Medical or third parties, including, without limitation, copying or distributing content, technology and/or materials;
- violate the privacy rights of third parties, including uploading any protected health information, as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), through the Services;
- upload, post, or transmit content through the Site that is unlawful or otherwise objectionable;
- rent, lease, loan, trade, sell/re-sell or otherwise monetize the Site or related data or access to the same, without Dyad Medical’s express consent;
- use bots or other automated methods to access the Site, add or download contacts, send or redirect messages;
- monitor the Site’s availability, performance or functionality for any competitive purpose;
- engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site;
- upload, post, email or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, spiders, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and
- attempt to interfere with or disrupt our servers or networks.
Account Responsibilities.

If you have an account you are responsible for adopting a strong password and keeping it confidential. You agree not to share your account login credentials with others and understand and agree that you are responsible for anything that happens through your account unless and until you close it or report its misuse to us.
Our Right to Terminate Your Use of the Site.

We have the right, but not the obligation, to monitor the Site and your use of our Services to determine compliance with these Terms and any other operating rules we have established and to satisfy any law, regulation or authorized government request. We have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site. We reserve the right to restrict, suspend, or terminate your account if you misuse the Site or if you violate these Terms.
Information on Site.

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk.

Our Site may include links to other sites on the Internet that are owned and operated by third parties. You acknowledge that Dyad Medical is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding the content located on such sites. Use of third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible. Dyad Medical encourages you to review the terms of use and privacy policies of third-party sites.
Dyad Medical’s Intellectual Property Rights.

The contents of our Site and Services are protected by copyright, trademark and other intellectual property laws and, except as otherwise expressly set out in these Terms, may not be used, copied, reproduced, sold, published, distributed, displayed, retransmitted or modified, without the express prior permission of Dyad Medical. Dyad Medical™, Libby™ and Echo: Prio™ other graphics, logos, designs, page headers, button icons, scripts, and service names available on the Site and Services are the trademarks of Dyad Medical. These trademarks may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, in any manner that is likely to cause confusion.
Your Intellectual Property Rights.

You alone are responsible for the content you provide on our Services (“User Content”). You assume all risks associated with User Content, including any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of the content comprising User Content that you provide to the Services.

You may expose yourself to liability if, for example, your User Content contains material that violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or violates any laws, regulations, or these Terms.

As between you and Dyad Medical, you own your User Content. By providing any User Content to our Services, you hereby grant a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable license (with right to sub-license) to Dyad Medical to use, reproduce, distribute, prepare derivative works of, and display your User Content in connection with the provision of the Services, without any further consent, notice and/or compensation to you or others.

You hereby release and waive all claims against Dyad Medical with respect to any intellectual property or other proprietary rights, rights of privacy and publicity, rights of attribution, or any other liability under the applicable laws.
Updates and Availability of Site.

You acknowledge and accept that Dyad Medical does not guarantee continuous, uninterrupted or secure access to the Site and operation or use of our Site may be interfered with or adversely affected by numerous factors or circumstances outside of our control. Dyad Medical shall not be liable should for any modifications, interruptions, outages, downtimes or disruptions to the Site. Dyad Medical reserves the right to modify or discontinue the Site with or without notice. Furthermore, you are solely responsible for obtaining and maintaining all hardware, software and network connections that may be necessary for you to access the Site and our Services.
Disclaimer of Warranties.

YOU USE THE SITE AT YOUR OWN RISK. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE SITE AND ASSUME NO LIABILITY OR RESPONSIBILITY TO YOU FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN ANY CONTENT OR IN THE SITE PROVIDED BY US. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SITE IS AVAILABLE ON AN “AS-IS”, “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH THE SITE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN OUR LIABILITY AND RESPONSIBILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Limit of Liability.

YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PHYSICAL INJURY, LOSS OF LIFE, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DYAD MEDICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SERVICES OR SITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OR THROUGH THE SERVICES OR SITE OR ANY WEBSITES LINKED TO THE SITE; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES OR SITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, SERVICES OR CONDUCT OF ANY THIRD-PARTY ON OR THROUGH THE SITE; OR (F) ANY OTHER MATTER RELATING TO THE SITE.
Indemnification.

You agree to defend, indemnify, and to hold harmless Dyad Medical, together with its officers and directors, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and attorneys’ fees on account thereof) (collectively, “Claims”) arising, resulting from or relating to use of our Site or Services, including your violation of these Terms. Your agreement to defend, to indemnify, and to hold Dyad Medical (and its officers and directors) harmless applies whether any Claim against Dyad Medical is based in allegations of violation(s) of law or contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third-party rights, a Claim that the Site or Services caused damage to you or to any third party and/or your use and access to the Site. This indemnification section shall survive your termination of or cessation of use of the Site.
Governing Law.

Massachusetts law governs these Terms, as well as any claim, cause of action or dispute that might arise between you and Dyad Medical, without regard to conflict of law or choice of law rules. We make no representation that our Site is appropriate, legal or available for use in locations outside of the United States. If you choose to access our Site you agree to do so subject to the laws of Massachusetts and the United States.
Miscellaneous.

If any provision of these Terms is deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected and shall remain valid and enforceable to the fullest extent under law. You agree that these Terms and any other agreements referenced herein may be assigned by Dyad Medical, in our sole discretion, to a third party in the event of a merger or acquisition. These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your access and use of the Site. No waiver by Dyad Medical of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Dyad Medical to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Contact Us.

If you have any questions or comments regarding these Terms, please contact us at info@dyadmed.com.