Simation Medical Ltd. - Diabetes Decision Support System Disclaimer
IMPORTANT NOTE: THIS IS A COMPUTER-BASED SIMULATION AND USERS SHOULD NOT RELY ON THE OUTCOMES FOR ANY PURPOSE, ESPECIALLY DIAGNOSIS AND TREATMENT. SIMATION MEDICAL LTD STRIVES TO PROVIDE THE MOST ACCURATE MEDICAL CONTENT, WHICH IS REVIEWED BY MEDICAL SPECIALISTS PRIOR TO BEING INCORPORATED INTO OUR SIMULATIONS. THE CONTENT OF THE SIMULATIONS IS TO BE USED IN COMBINATION WITH BEST PROFESSIONAL MEDICAL JUDGMENT. PATIENTS MUST NOT ALTER THEIR MEDICATION WITHOUT GUIDANCE FROM THEIR PHYSICIAN. THE SIMULATIONS USE AGGREGATE STUDY BASED MEDICAL INFORMATION TO DETERMINE OUTCOMES. THE SIMULATIONS DO NOT PREDICT ACTUAL OUTCOMES AND ARE LIMITED BY THE STUDY DATA CURRENTLY AVAILABLE. THE SIMULATED OUTCOMES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL GUIDANCE.
BY DOWNLOADING THIS APP, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF SIMATION MEDICAL LTD’S ONLINE SERVICE CALLED SIMULUSDM, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
As part of the Service, Simation Medical Ltd (“Simation”) will provide you with use of the Service, including transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Simation website incorporated by reference herein, including but not limited to Simation’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
Dr. David Miller MD FRCPC Cert Endo is the Medical Director for Simation Medical and is a partner in the company. Dr. Miller is the Head of the Section of Endocrinology with the Vancouver Island Health Authority; a Clinical Assistant Professor at the University of British Columba and an Affiliate Assistant Professor at the University of Victoria Division of Medical Sciences. Dr. Miller reports the following relevant financial relationships with commercial interest related to the content of this program: Speaker (Eli-Lilly, Novo Nordisk, Sanofi-Aventis) and Clinical Research (Sanofi-Aventis). This program will contain no mentions of investigational and / or off-label use of commercial products.
2. License Grant & Restrictions
Simation hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own learning purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Simation and its licensors.
You may not access the Service if you are a direct competitor of Simation, except with Simation’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not:
- License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
- Modify or make derivative works based upon the Service or the Content;
- Create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
Reverse engineer or access the Service in order to:
- Build a competitive product or service,
- Build a product using similar ideas, features, functions or graphics of the Service, or
- Copy any ideas, features, functions or graphics of the Service.
All User licenses cannot be shared or used by more than one individual User.
You may use the Service only for your personal purposes and shall not:
- Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights;
- Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- Interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
- Attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:
- Notify Simation immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
- Report to Simation immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and
- Not impersonate another Simation user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
Simation does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Simation, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Simation shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Simation will make available to you a file of the Customer Data within thirty (30) days of termination if you so request at the time of termination. Simation reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Simation shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Simation alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Simation Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Simation technology or the Intellectual Property Rights owned by Simation. The Simation name, the Simation logo, and the product names and logos associated with the Service are trademarks of Simation or third parties, and no right or license is granted to use them.
6. Third-Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Simation and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Simation does not endorse any sites on the Internet that are linked through the Service. Simation provides these links to you only as a matter of convenience, and in no event shall Simation or its licensors be responsible for any content, products, or other materials on or available from such sites. Simation provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the Module(s) requested times the appropriate Module fee currently in effect. Payments for Recurring Licenses, if required, may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Simation with valid credit or debit card as a condition to signing up for the Service.
Simation reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Excess Data Storage Fees
There are no additional charges for storage of Customer Data. Simation reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
9. Billing and Renewal
Simation charges and collects in advance for use of the Service. For Recurring Licenses, if required, Simation will automatically renew and bill your credit card:
- Every month for monthly licenses,
- Every quarter for quarterly licenses,
- Each year on the subsequent anniversary for annual licenses, or
- As otherwise mutually agreed upon.
The renewal charge for Recurring Licenses, if required, will be equal to the then-current number of total licenses times the User license fee for the Module(s) selected in effect during the prior term, unless Simation has given you at least thirty (30) days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Simation’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States or Canadian (federal or state) taxes based solely on Simation’s income.
You agree to provide Simation with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Simation reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless Simation in its discretion determines otherwise, all entities will be billed in Canadian dollars.
If you believe your bill is incorrect, you must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
10. Non-Payment and Suspension
In addition to any other rights granted to Simation herein, Simation reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of one percent (1.0%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for Recurring Licenses during any period of suspension. If you or Simation initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Simation may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Simation reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Simation has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is thirty (30) days or more delinquent.
11. Termination upon Expiration
This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, for Recurring Licenses only, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Simation ’s then current fees. Either party may terminate this Agreement effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), Simation will make available to you a file of the Customer Data within thirty (30) days of termination if you so request at the time of termination. You agree and acknowledge that Simation has no obligation to retain the Customer Data, and may delete such Customer Data, more than thirty (30) days after termination.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Simation Technology or Service will be deemed a material breach of this Agreement. Simation, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Simation may terminate a free account at any time in its sole discretion. You agree and acknowledge that Simation has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within thirty (30) days of notice of such breach.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Simation represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform properly under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold Simation, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
- A claim alleging that use, or interpretation of the Service results, has caused harm to, a third party;
- A claim alleging that use, or interpretation of the Service results has caused harm to you or a third party;
- A claim, which if true, would constitute a violation by you of your representations and warranties; or
- A claim arising from the breach by you of this Agreement.
Simation shall have no indemnification obligation, and you shall indemnify Simation pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
15. Disclaimer of Warranties
SIMATION AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SIMATION AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:
- THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA;
- THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS;
- THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT;
- THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
- ANY STORED DATA WILL BE ACCURATE OR RELIABLE;
- THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
- ERRORS OR DEFECTS WILL BE CORRECTED; OR
- THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SIMATION AND ITS LICENSORS.
16. Internet Delays / Force Majeure
SIMATION’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SIMATION IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE LICENSE FEES ACTUALLY PAID BY AND/OR DUE FROM YOU IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Simation will make reasonable commercial efforts to keep its service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. You understand and acknowledge that it is normal to have a certain amount of system downtime and further agree not to hold Simation liable for any of the consequences of such interruptions.
18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
19. Local Laws and Export Control
This Service and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo ("Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
Simation and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and Canada you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States and Canadian law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.
Simation may give notice by means of a general notice on the Service, electronic mail to your e-mail address on info in Simation’s account information, or by written communication sent by first class mail or pre-paid post to your address on info in Simation’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Simation (such notice shall be deemed given when received by Simation) at any time by any letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Simation at the following address:
Simation Medical Ltd,
1863 Oak Bay Avenue,
Victoria, British Columbia
Canada V8R 1C6;
21. Modification to Terms
Simation reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
22. Assignment; Change in Control
This Agreement may not be assigned by you to:
- A parent or subsidiary,
- An acquirer of assets, or
- A successor by merger.
Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by the laws of British Columbia, Canada, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of British Columbia, Canada. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Simation as a result of this agreement or use of the Service. The failure of Simation to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Simation in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Simation and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;
“Modules” means those features and functions that are bundled for use together in a simulation unit and priced as that one unit and are subscribed to by Users on the Order Form(s) wherein at least one of the available module units must be subscribed to by a User;
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
"Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"License Term(s)" means the period(s) during which specified Modules are licensed to use the Service pursuant to the Order Form(s), for Recurring Licenses only;
"Order Form(s)" means the web form available from the Online Order Center evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
"Online Order Center" means Simation’s online application that allows you to, among other things, add additional Modules to the Service;
"Recurring License" means those Modules that are ongoing in nature and must be paid for periodically to retain access to the those specific Modules (note that most Modules currently offered are subscribed to and paid by the User only one time);
"Simation" means collectively Simation Medical Ltd., a British Columbia corporation, having its principal place of business at 1863 Oak Bay Avenue, Victoria, British Columbia, Canada, V8R 1C6;
"Simation Technology" means all of Simation’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Simation in providing the Service;
"Service(s)" means the specific edition of Simation’s online simulation solutions, billing, data analysis, or other services identified during the ordering process, developed, operated, and maintained by Simation or another designated web site or IP address, or ancillary online or offline products and services provided to you by Simation, to which you are being granted access under this Agreement, including the Simation Technology and the Content;
“User(s)" means you, the person authorized to use the Service and have been supplied user identifications and passwords.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to CPD@SimationMedcial.com