DigeLab Terms and Conditions

DIGELAB SOLUTIONS INC. WEBSITE TERMS AND CONDITIONS

Effective Date: November 30, 2020.

These DigeLab Solutions Website Terms and Conditions (“Agreement”) are made between You (either an individual or an entity, referred to herein as “You”) and DigeLab Solutions Inc., on behalf of itself and its affiliates (collectively, “DigeLab”) and governs Your access to and use of DigeLab’s website located at https://www.digelabsolutions.com/ as well as all other websites owned, operated, licensed, or controlled by DigeLab (“Websites”), and use of the services provided therein or in connected with such use or access (“Services”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS OR PRIVACY POLICY APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS AGREEMENT. BY USING THE WEBSITES OR SERVICES, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE WEBSITES OR SERVICES. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE THAT YOU AGREE TO ITS TERMS AND CONDITIONS (“EFFECTVE DATE”).

THESE TERMS AND CONDITIONS MAY BE UPDATED AT ANY TIME IN DIGELAB’S SOLE DISCRETION. YOUR CONTINUED USE OF THE APPLCIATIONS OR SEVICES AFTER SUCH CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES.

IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH DIGELAB, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.

  1. General Use

 

By using this Website or using any of its features or Our Services, You hereby warrant and represent that You are at least 18 years of age. If you are not 18, you must have the permission of an adult parent or guardian to use this Website or utilize our Services who can legally agree to this Agreement on Your behalf and who will be responsible for your use of the Website.

 

Further, by using this Website or of Our Services or features, You consent to receive electronic communications from DigeLab. These electronic communications may include, but are not limited to, notices about providing, scheduling and managing Our Services and for marketing purposes. Services includes but is not limited to the various services advertised on the Websites.

 

  1. Restrictions on Use of Websites and Services

 

You will not or attempt to:

 

    1. Reverse engineer, decompile, disassemble or translate the Websites and Services or other DigeLab property, or otherwise attempt to derive the source code, trade secrets or know-how in or underlying the Websites and Services or other DigeLab property, or any portion thereof; 
    2. Interfere with, modify, disrupt or disable features or functionality of the Websites and Services or other DigeLab property, including, without limitation, any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Websites and Services or other DigeLab property, unless otherwise authorized by this Agreement or in writing by DigeLab; 
    3. Sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Websites and Services or other DigeLab property to any third party except as expressly permitted herein; 
    4. Permit other individuals or entities to create links to the Websites and Services or other DigeLab property on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Websites and Services or other DigeLab property, except as expressly authorized; or 
    5. Use the Websites and Services or other DigeLab property for any illegal, unauthorized or other improper purposes.

 

  1. Ownership and Feedback

 

    1. Ownership. The Websites, Services, features, and all information, source code, trademarks, and any other data contained, reflected, or stored on the Websites (collectively, the “Licensed Materials”) are the exclusive property of DigeLab. The Licensed Materials are licensed to you for use in conjunction with your access and use of the Websites, Services, and features, are not sold, and DigeLab retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that DigeLab, its licensors and its end users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty (“IP Rights”). You agree not to do anything inconsistent with such ownership, including without limitation, challenging DigeLab’s ownership of the DigeLab Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the DigeLab Marks during or after the termination of this Agreement, except as specifically authorized herein. If You acquire any rights in the DigeLab Marks or any confusingly similar marks, by operation of law or otherwise, You will, at no expense to DigeLab, immediately assign such rights to DigeLab.
    2. Feedback. You may provide DigeLab with comments concerning the Licensed Material, Services, or any other item contemplated by this Agreement, or Your evaluation and use thereof (collectively, “Feedback”). You hereby grant DigeLab all rights, title and ownership of such Feedback (including all intellectual property rights therein), and DigeLab may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to You. Such feedback shall be treated as both non-confidential and non-proprietary and your provision of Feedback shall impose no obligation on the Company.

 

  1. Other Important Terms

 

    1. User Protection. You will not knowingly: 1) allow or assist any government entities, law enforcement, or other organizations to conduct surveillance on Licensed Materials or other Company property or Content or any other information that would require a subpoena, court order, or other valid legal process, or that would otherwise have the potential to be inconsistent with users’ reasonable expectations of privacy; and 2) display, distribute or otherwise make available Content to any person or entity that You reasonably believe will use such data to violate the Universal Declaration of Human Rights (http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19. 
    2. Government Use. The Licensed Materials and other Company property are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Licensed Materials or other Company property by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If You use the Licensed Materials or other Company property in Your official capacity as an employee or representative of a U.S., state or local government entity and You are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law. For the purpose of this provision, contractor/manufacturer is Blackbag Digital Health LLC.
    3. Warranty Disclaimer. THE WEBSITE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE FURTHER MAKE NO WARRANTY THAT THIS WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THIS WEBSITE WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THIS WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS WEBSITE OR FROM DIGELAB SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES. 
    4. Indemnification. You shall defend DigeLab against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold DigeLab harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of Your use of the Licensed Materials, Products, or other Company property in any manner. In the event DigeLab seeks indemnification or defense from You under this provision, DigeLab will promptly notify You in writing of the claim(s) brought against DigeLab for which it seeks indemnification or defense. DigeLab reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third party agreement, which would, in any manner whatsoever, affect the rights of DigeLab, constitute an admission of fault by DigeLab or bind DigeLab in any manner, without the prior written consent of DigeLab. In the event DigeLab assumes control of the defense of such claim, DigeLab shall not settle any such claim requiring payment from You without Your prior written approval.
    5. Limitation of Liability. IN NO EVENT WILL DIGELAB BE LIABLE TO YOU OR ANY OTHER USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS FROM THIS WEBSITE OR RESULTING FROM YOUR USE OF SUCH MATERIALS. IN ANY CASE, DIGELAB’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED THE VALUE OF GOODS YOU PURCHASE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    6. Miscellaneous. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any attempted assignment in violation of this paragraph is null and void, and DigeLab may terminate this Agreement. This Agreement does not create or imply any partnership, agency or joint venture. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of New York County, New York, USA, and You consent to personal jurisdiction in those courts. You further agree to reimburse DigeLab for any costs and fees, including reasonable attorney’s fees, it expends in enforcing the terms of this agreement. Despite the foregoing, You agree that money damages would be an inadequate remedy for DigeLab in the event of a breach or threatened breach of a provision of this Agreement protecting DigeLab’s intellectual property or Confidential Information, and that in the event of such a breach or threat, DigeLab, in addition to any other remedies to which it is entitled, is entitled to such preliminary or injunctive relief (including an order prohibiting Company from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated. No waiver by DigeLab of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by DigeLab. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
    7. Incorporated Terms. Your use of the Licensed Material, this Website, and Company’s Services is further subject to and governed by the following terms and conditions:
      1. The DigeLab Privacy Policy located at: https://www.digelabsolutions.com/privacy-policy (“Privacy Policy”);