TOU

Date: 3^rd June 2020

1. ACCEPTANCE OF TERMS
   The services that Optimed provides to you are subject to the following Terms of Use (“TOU”). Optimed reserves the right to update the TOU at any time without notice to you. The most current version of the TOU can be reviewed by clicking on the “Terms of Use” hypertext link located at the bottom of our Web pages.
   “You” “your” and similar terms refer to healthcare providers, subscribers or registered users who access or use the Site and/or Services. Your compliance with these Terms of Use is a condition to your use of the Site and/or Services.

   Please also review the Optimed Privacy Policy. It contains a description of our privacy practices and policies, including how we collect and handle your information. It is incorporated in and is a part of these Terms of Use. If you use the Site or Services, you are also accepting the Privacy Policy.

2. SUMMARY
   This is an agreement between you and Optimed Ltd. the creator and publisher of CAPTIV8+, CAPTIV8, CAPTIV8 Social, ANIM8 and i-Vue the patient communication and marketing services (‘Communication Service’).
   • The entire contents of Communication Service are copyrighted or otherwise protected intellectual property owned by Optimed.
   • You understand that each Communication Service license is for a limited number of installations, websites or practice locations and you will not redistribute the license keys (or security keys) in any form.
   • You agree that the Communication Service provided has value and that you will pay for a subscription license in order to use it.
   • By using this product you agree that the developer (Optimed and any affiliate or service provider) may maintain information about your use of the product for the purpose of providing you the product’s services and improving the services.
   • You acknowledge that you are solely responsible for any acts or decisions you may make as a consequence of exposure to any of the content in the product.
3. HEALTHCARE PROVIDERS
   To be a healthcare provider using the Site (“Provider”) you must agree to comply with all laws, medical or other board rules, or other rules and regulations applicable to you as a healthcare provider or other professional using the Site. Your relationship with your patients/clients is directly between you and the patient. The patient will never have a physician-patient relationship with Optimed. Optimed does not practice medicine or any other licensed profession and offers no medical or other professional services. You, the Provider are solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider is solely responsible for all billings and collections from patients and other consumers, and Optimed shall have no liability whatsoever to Provider concerning any amounts owed by any patient or other consumers to Provider.
4. INDEPENDENT PROFESSIONAL JUDGMENT AND INDEMNIFICATION
   The Provider will use the Site and Services only in accordance with applicable standards of good professional practice. While software products such as the Site and Services can facilitate and improve the quality of service that Provider and its personnel offer to patients, many factors, including the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of services to Provider’s patients. In this regard, Provider releases Optimed and waives all potential claims against Optimed as a result of the Provider’s use of the Site and Services, and the provision of services to Provider’s patients. As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify and hold Optimed harmless from any claim by or on behalf of any patient of Provider or its personnel, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Optimed, regardless of the cause if such claim arises for any reason whatsoever, out of the use or operation of the Site and Services. To the extent applicable, Provider will obtain Optimed’s prior written consent to any settlement or judgment in which Provider agrees to or which otherwise provides or implies any finding of fault of Optimed or any defect in the Site or Services. Optimed will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defence of the same, and grant to Provider exclusive control over its defence at Providers expense. Optimed reserves the right to appear and defend any actions in which it is named as a party. Provider agrees to pay and reimburse Optimed’s costs and expenses (including reasonable attorney’s fees) incurred in connection with such litigation.
5. SUBSCRIPTION & NON-SUBSCRIPTION ACCOUNTS, PAYMENT & CANCELLATION
   By establishing an account developed, licensed or owned by Optimed you agree to be bound by this Agreement and to use the Services in compliance with this Agreement, the Terms Of Service and the End User License Agreement, and other Optimed policies posted on our Web site.
6. SUBSCRIPTION REQUIREMENTS
   Customers must be at least 18 years old. Optimed reserves the right to change prices and institute new fees at any time.
7. OTHER FEES
   You acknowledge and agree that any fees or charges incurred while using this Communication Service, from any Internet service provider or other service provider are your sole responsibility.
8. PAYMENT OBLIGATIONS OF A CUSTOMER
   All Communication Service subscriptions are for a minimum term defined by the Subscription Period. All subscriptions renew for like terms and are billed to your credit card or via Direct Debit unless cancelled via email to support@optimed.co.uk prior to the end of the Subscription Period. When asked, customers must (1) provide Optimed with accurate and complete billing information including legal name, address, phone number, and credit card/billing information, and (2) report to Optimed all changes to this information within 30 days of the change. Customers are responsible for any charges to their account due to late payment. Customers having questions regarding charges to an account should contact Optimed by email at support@optimed.co.uk . All charges are considered valid unless disputed in writing within 30 days of the billing date. Adjustments will not be made for charges that are more than 30 days old.Optimed is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Optimed. Delinquent accounts may be suspended or cancelled at the sole discretion of Optimed; however, charges will continue to accrue until the account is cancelled and collection fees, late charges or other similar fees may be added. Optimed may bill an additional charge to reinstate a suspended account.
9. CANCELLATION OF SUBSCRIPTION
   You understand and acknowledge that any service, including services provided at no charge by Optimed, may be modified, suspended, or cancelled at any time by Optimed, and that services that may have been provided at no charge may become available only as part of a paid subscription. You further understand and acknowledge that any such change may occur without any notice to you, the user of the service.Your Service Commitment begins on the day of activation of your subscription for the term of the Subscription Period.All subscriptions are paid according to the Payment Frequency defined in the online sign-up web page. Cancellation of your subscription prior to the agreed Subscription Period will result in early cancellation fees. These are paid according to the following:
   • if there are less than 12 months remaining in the Subscription Period, 60% of the outstanding balance will be due in full upon cancellation plus a £100 administration fee.
   • if there are between 12 and 23 months remaining in the Subscription Period, 50% of the outstanding balance will be due in full upon cancellation plus a £100 administration fee.
   • if there are between 24 and 36 months remaining in the Subscription Period, 40% of the outstanding balance will be due in full upon cancellation plus a £100 administration fee.
   • if there are over 3 years remaining in the Subscription Period, 35% of the outstanding balance will be due in full upon cancellation plus a £100 administration fee.The same conditions will apply for renewed subscriptions.
10. CUSTOMER’S ACCOUNT, PASSWORD AND SECURITY
    Upon registration, you will receive a username and password. You are the only authorised Customer of your Communication Service account, and you must comply with this Agreement. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Optimed immediately of any unauthorized use of your account or any other breach of security. Optimed will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Optimed or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
11. RESTRICTIONS
    Unless you have a separate agreement with Optimed authorizing you to do so, you will:
    • not copy or distribute the software or source code behind the Communication Service to any third party;
    • not reverse engineer, disassemble or decompile any portion of the Service or otherwise attempt to discover or re-create the source code to the Service;
    • comply with all applicable laws applicable to the Service;
    • not make any modification, adaptation, improvement, enhancement, translation, or derivative work of or to any portion of the Service;
    • not remove, alter, or obscure any proprietary notices (including copyright notices) of Optimed or its suppliers in any portion of the Communication Service or on the Website(s);
    • not interfere with or disrupt the use and enjoyment of the Services by other users; and
    • not use any type of automated means to (a) utilize the Service or (b) download or retrieve content or other information. Violators will be prosecuted to the maximum extent possible.
12. LINKS
    The Service provides you with the ability to add links to other World Wide Web sites or resources. Because Optimed has no control over such sites and resources, you acknowledge and agree that Optimed is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Optimed 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 use of or reliance on any such Content, goods or services available on or through any such site or resource.
13. OPTIMED PROPRIETARY RIGHTS
    You acknowledge and agree that the Communication Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in the Service or information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Optimed content suppliers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Optimed grants you a single license subscription (unless stated otherwise) that is a non-transferable and non-exclusive right and license to use the object code of its Software and Communication Service provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Optimed for use in accessing the Service.
14. TERMINATION
    Your rights under this Agreement terminate automatically if you fail to comply with any of the terms and conditions of this Agreement. No notice is required from Optimed to effectuate such termination. Additionally, Optimed may terminate this Agreement at any time and for any reason and may effect notice of such termination through email, written letters or alert messages posted to the Communication Service. Upon termination, you must stop using the Service. You must pay for the remaining Subscription Period according to Article 7 ‘CANCELLATION OF SUBSCRIPTION’.
15. MODIFICATIONS TO SERVICE
    Optimed reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Communication Service (or any part thereof) with or without notice. You agree that Optimed shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
16. AS-IS
    You understand and agree that the service is provided “As is” and that Optimed assumes no responsibility for the timeliness, deletion, non-delivery, or failure of any to retain any content or your content or communication or personal settings.
17. NO UNLAWFUL OR PROHIBITED USE
    As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Optimed server, or the network(s) connected to any Optimed server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Optimed server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You will not attempt to copy any of the content available on any of Optimed’s websites such any movies, or any other form of 3D animation developed by Optimed or its subsidiaries.
18. PRIVACY
    You understand and agree for reasons of legitimate interest that by using the service certain information must be retained by Optimed and you consent to the use of this information to provide and improve the services offered, including the transfer of this information to computer servers that may be maintained in the United Kingdom or other countries for storage and processing by Optimed. You may also review the Optimed privacy policy by clicking on the “Privacy Policy” hypertext link located at the bottom of our Web pages and you acknowledge that the terms of this privacy policy may be revised from time to time.
19. USE OF SERVICE
    You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Optimed or submitted to the Communication Service, including without limitation information uploaded by yourself.You acknowledge, consent and agree that Optimed may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms Of Service and/or End User License Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Optimed, the Communication Service or its users and the public.You understand that the technical processing and transmission of the Service, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Optimed and/or content providers who provide content to the Communication Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Communication Service, in whole or in part, is strictly prohibited. Violators will be prosecuted to the maximum extent possible.By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:
    • Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
    • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
    • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
    • Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
    • Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
    • Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another.
    • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services.
    • Download, copy and re-transmit or distribute any proprietary content outside the Communication Service.
    • Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
    • Restrict or inhibit any other user from using and enjoying the Communication Services.
    • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
    • Harvest or otherwise collect information about others, including e-mail addresses.
    • Violate any applicable laws or regulations.
    • Create a false identity for the purpose of misleading others.
    • Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof. 
Optimed prohibits the use of the Services in any manner associated with the transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial e-mail or SMS (“Spam”). You may not use any Services to send Spam. You also may not deliver Spam or cause Spam to be delivered to any of Optimed’s Services or customers.In addition, e-mail or SMS sent, or caused to be sent, to or through the Services may not:
      • use or contain invalid or forged headers;
      • use or contain invalid or non-existent domain names;
      • employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path;
      • use other means of deceptive addressing;
      • use a third party’s internet domain name, or be relayed from or through a third party’s equipment, without permission of the third party;
      • contain false or misleading information in the subject line or otherwise contain false or misleading content;
      • fail to comply with additional technical standards described below; or
      • otherwise violate the applicable Terms of Use for the Services.
 Optimed does not authorise the harvesting, mining or collection of e-mail or telephone addresses or other information from or through the Services. Optimed does not permit or authorise others to use the Services to collect, compile or obtain any information about Optimed’s customers or subscribers, including but not limited to subscriber e-mail addresses, which are Optimed’s confidential and proprietary information. Use of the Services is also subject to the applicable Privacy Statement and these Terms of Use.