P‍lease read these terms carefully before using our service

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

‍Definitions

For the purposes of these Terms and Conditions:

• ‍Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

• ‍Country refers to: British Columbia, Canada

• ‍Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Filum Medical Incorporated, 111 Timbercrest Place, British Columbia.

• ‍Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

• ‍Service refers to the Filum Web Application, including any access point to the Filum web application which may not involve direct access to the web application. 

• ‍Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. This Terms and Conditions agreement has been created with the help of the Terms.

• Clinical Outputs means any data, documents, or insights generated by the Service, including but not limited to longitudinal care plans, lab requisitions, and patient-facing communication.

• Personal Health Information (PHI) refers to any information about an individual's health status, provision of health care, or payment for health care that can be linked to a specific individual, as defined under the Personal Information Protection Act (PIPA) and other applicable regional health privacy standards.

• Medical Practitioner means a licensed physician, nurse practitioner, nurse, or other qualified healthcare professional authorized to provide medical care within their applicable jurisdiction.

• ‍Third-party means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

• ‍You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of majority in Your region. The Company does not permit those under the age of majority to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

‍Links to Other Websites

Our Service may contain links to third-party websites or services, such as those offered by clinical guidelines that Filum’s web application may cite, that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

‍Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

Limitation of Liability

‍Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or $0 CAD if You haven't purchased anything through the Service.To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.Some jurisdictions that the Service is offered in do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by law.

User Eligibility and Professional Responsibility

Intended Use and Representation The Service is intended solely for use by Medical Practitioners. By agreeing to these Terms, You represent and warrant that You are a member of this professional class within Your jurisdiction or are a third-party authorized to represent such a class. The Company is not obligated to independently verify the licensure or professional status of any user.

Review of Clinical Outputs Any Clinical Outputs produced by Filum are provided as a support tool only and do not replace professional clinical judgment. You acknowledge that all Clinical Outputs are subject to mandatory review and approval by a Medical Practitioner of competent licensure and certification within the applicable jurisdiction before being acted upon or shared with a patient.

Acceptable Use Policy

You agree that You will not, and will not permit any third party to:

• Attempt to interfere with, disrupt, or gain unauthorized access to the Services or our systems.

• Reverse-engineer, decompile, or disassemble any portion of the Services.

• Use the Services to harm, threaten, or harass any person or to impersonate any person.

• Attempt to re-identify de-identified data.

• Introduce malicious code, viruses, trojan horses, or other harmful components into our systems.

• Use any robot, spider, or other automated means to access the Services without the express written consent of the Company.

• Engage in any activity that could disable, overburden, or impair the Services.

  
  

‍"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Clinical Limitations & Exclusions

You acknowledge that the Service and its Clinical Outputs are not intended for use in, and have not been validated for, the following populations:

• Pregnant persons, or those who may be pregnant.

• Pediatric populations, or those under the age of 18.

• Patients over the age of 85.

• Patients with a diagnosed or suspected genetic condition which may preclude or alter the Clinical Outputs provided by Filum.

• Patients with social, economic, or cultural circumstances that significantly alter the delivery of medical care.

• Patients who are at the end of life or have expressed palliative intent in their goals of care.

It is Your sole responsibility to appropriately screen and evaluate the clinical appropriateness of Filum’s Clinical Outputs for every patient.

‍Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, provincial, national, or international laws.

‍Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute by contacting the Company.

Sanctions, Export Control, and Data Residency

Legal Compliance and Sanctions You represent and warrant that You, Your Affiliates, and any users of the Service are in full compliance with all applicable economic sanctions and export control laws of Canada and the United States. Specifically:

• Canadian Sanctions: You represent and warrant that You are not a "designated person" or otherwise subject to economic sanctions, trade embargoes, or travel bans under the laws of Canada, including the Special Economic Measures Act (SEMA), the United Nations Act, or the Justice for Victims of Corrupt Foreign Officials Act.

• United States Compliance: You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country; and (ii) You are not listed on any United States government list of prohibited or restricted parties.

• Prohibited Use: You shall not access or use the Service from any jurisdiction where such use would violate the laws of the Country, the United States, or any other applicable international law.

Data Residency and Sovereignty Regarding the storage and processing of information within the Service:

• Jurisdictional Data Hosting: The Company makes every effort to ensure that any interaction with personal health information (PHI) occurs within Your jurisdiction of use

• Privacy Protections: This data residency is maintained to ensure compliance with the laws of the Country and the Company's Privacy Policy, specifically regarding the Personal Information Protection Act (PIPA) and other applicable regional health privacy standards.

• No International Transfer of PHI: While the Company may use international service providers for non-sensitive technical operations, no patient-identifiable health data is transferred without explicit user consent or legal requirement.

  
  

Severability and Waiver

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Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, and employees from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

1. Your use of and access to the Service.

2. Your violation of any term of these Terms and Conditions.

3. Any claim resulting from Your failure to review or appropriately apply Clinical Outputs to a patient.

4. Your violation of any third-party right, including without limitation any privacy or intellectual property right.

   
   

Promotional Use of Logos 

By using the Service, You grant the Company a non-exclusive, royalty-free, worldwide license to use Your clinic, business, or organization's publicly-available logo on promotional materials, including the Company’s website and marketing documents.

• Opt-Out: You may opt-out of this promotional use at any time by providing explicit written notice to the Company via email at admin@filummed.com.

  
  

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

‍Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Service.

‍Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By email: admin@filummed.com

By visiting this page on our website: https://www.filummed.com/contact