Terms of Service

Last Updated: February 20th, 2019

Welcome to Spect Inc., (“Spect”, “We”, “Us”, “Our”), a medical device and software company that enables medical professionals to assess ophthalmologic and retinal health in patients through the use of Our patented hardware and software (“Services”), provided by Our website located at www.getspect.com (“Site”), Our mobile ophthalmoscope hardware (“MOH” or “Hardware”), and Our EyeLogic software platform (“Software” or “Platform”, or “Application”) (collectively referred to as “Spect Services”).

Please read this document carefully because these Terms of Service (“Terms” or “Agreement”), along with Our Privacy Policy (“Policy”) and Clinic End User License Agreement (“EULA”), incorporated herein by reference (collectively referred to as “Entire Agreement”), describe the legally binding agreement between You and/or Your Company, whether a Clinic or Patient, (referred to hereinafter as, “You”,” or “User,” or “Your”) and Us. These Terms have been developed by Spect to describe the terms of Your use of the Spect Services as they apply to You.

We take Your privacy very seriously, so please review Our Policy located at: www.getspect.com/privacy. Our Policy outlines how it is that We intend on using any of Your protected health information (PHI), electronic personal health information (ePHI), Personal Information, Patient Information, Medical Clinic Data, user information, log-in credentials, navigational, financial and/or sensitive information (“Data”) acquired, stored and/or maintained through Your use of Our Services. The Policy governs Our data collection, processing and usage practices. It also describes Your choices and rights regarding use, access and correction of Your personal information.

If You do not agree with the data practices described in the Privacy Policy, You shall not use the Spect Services. Similarly, if You do not agree to these Terms of Service, You shall not use the Spect Services.

If You are a Patient (defined below), You will receive another copy of this Terms of Service and the Privacy Policy to the email address You provide upon signing up and agreeing to the terms here (“Confirmation Email”). We provide this Confirmation Email in order to give You a chance to fully review the Terms and Policy at Your convenience, and to give You an opportunity to withdraw Your acceptance of the Terms and Policy before We use any information or data collected today or in the future. If You do not choose to withdraw Your acceptance of these Terms and Policy within five (5) business days of receipt of the Confirmation Email, You shall continue to be legally bound by these Terms and Policy. You may opt-out of agreeing to the Terms and Policy at any time in the future, provided that You give Us written notice. Please be sure to check any spam or junk mail boxes in order to effectively double opt-in to the Spect Services. If You do not agree to the Terms and Policy in the Confirmation Email, You may not use the Spect Services and We will delete any Protected Health Information collected and in Our possession, if any. However, We may keep other information and data including, without limitation, Navigational Information, Personal Information, Medical Clinic Data, Log Files, email address, name and phone number. See Privacy Policy located at: www.getspect.com/privacy

If You are using the Spect Service on behalf of an individual or authorized legal entity other than Yourself, You represent that You are authorized by such individual or entity to act on such individual or entity’s behalf, and that such individual or entity acknowledges these Terms.

By accessing the Spect Services, You agree to comply with these Terms, and that Your visit and use of the Spect Services, and any dispute directly arising out of Your use or misuse, shall be governed by this Agreement. We may modify the terms of this Agreement (including Our Privacy Policy) at any time in Our sole discretion, by posting amended terms to this Agreement to the Site, Application, or by sending You an e-mail to the email address You provided to Us upon signing up. Your continued use of the Spect Services thereafter shall constitute immediate acceptance of all revised, modified and/or amended terms to this Agreement. However, You should review the most up-to-date version of the Agreement from time-to-time on the Site or Application. We will notify You of any material changes, amendments or modifications to this Agreement through the Site or Application, or through other direct communication. In the event You choose not to agree and accept the new, modified or amended Agreement, You shall cease use of any and all of the Spect Services and notify Us in writing.

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. Additional terms may apply to certain services and products, and those additional terms shall become part of Your agreement with Us if You use those services and/or products. Our partners, affiliates, vendors, manufacturers, distributors, licensors and/or third party services may have additional terms of user/service, privacy policy terms, restrictions, limitations and data collection and protection practices that You should review separately and independently from this Agreement.

For the purposes of this Agreement, any terms not specifically defined in this Agreement shall have the meaning and definition given to them under the Health Insurance Portability and Accountability Act (HIPAA) or the other Agreements incorporated herein by reference. Should You not understand Your obligations under HIPAA, if any, You are not authorized to use the Spect Services. If You do not agree with the terms of this Agreement, You shall not access and/or use the Spect Services, nor interact with Our Site or any related Services.

If You have any questions about this Terms of Service, or Your rights under this Agreement, please email Us at: ops@getspect.com

Protected Health Information, HIPAA, and Business Associate

We require that all health care providers, medical clinics, physicians, hospitals, medical staff and their personnel, employees, agents, vendors, and affiliates who use the Spect Services comply with this Agreement, and all federal, state, or local government law, statute, rule, code, regulation, permit, ordinance, authorization, order, judgment or similar governmental requirement, including without limitation the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act, Civil Code §56, et seq. We are not a “covered entity” pursuant to HIPAA. However, pursuant to 45 CFR 160.103, We may be a “business associate” to Our Medical Clinics (defined below), who may be a “covered entity” and who may possess Individually Identifiable Health Information that is protected under HIPAA, the Privacy Rule, the Security Rule and the HITECH Standards.

Protected health information (PHI) does not include information that has been de-identified in accordance with HIPAA ("De-Identified Health Information"), and does not include information that You submit to Us for purposes other than connecting You with the Medical Clinics.

As a Business Associate to Our Medical Clinics, We will appropriately safeguard the protected health information We receives and/or create on behalf of the covered entity and/or Medical Clinics and for Patients. We will use the Data and information collected by the Medical Clinics only for the purposes of providing the Spect Services to the Medical Clinics and its Patients (defined below). We will safeguard the Data information from misuse, and will help the Medical Clinics comply with some of the their duties as a covered entity under the Privacy Rule. Medical Clinics that qualify as a covered entity, may disclose protected health information to Us in Our role as a Business Associate to them, only to help the Medical Clinic carry out its health care functions, not for Our independent use or purposes, except as needed for the proper operations, management, research, development and administration of Spect Services.

Under HIPAA, a "covered entity" is required to provide its patients a Notice of Privacy Practices that describes how the covered entity uses and discloses PHI. As a result, the Medical Clinics shall provide Patients who use Spect Services a HIPAA Notice of Privacy Practices that describes how the Medical Clinics may use or disclose Patients PHI (the "Medical Clinic’s Notice of Privacy Practices"). HIPAA also requires a covered entity to obtain a patient authorization that satisfies certain requirements in order for the covered entity or its business associates to use or disclose PHI in certain ways. In order to ensure that the Medical Clinics and Spect are able to effectively provide their respective services to both the Medical Clinics and Patients, and that You are able to utilize the full functionality of the Spect Service, the Medical Clinics and/or Spect may need to use or disclose Patient PHI in ways that would require the Medical Clinic to obtain an authorization under HIPAA. As a result, the Medical Clinic has obtained or will obtain from Patient a patient authorization (a “Patient Authorization”) that authorizes the Medical Clinics and Spect to use and disclose Patient PHI in certain ways that may not be described in this Agreement or the Medical Clinic Notice of Privacy Practices.

If You are a Patient, You agree that You have provided Your Medical Clinic, that uses the Spect Services, adequate and up-to-date health authorizations to release information to Us, and for Us to use in the operation of the Spect Services. If Patient is a Minor, a legal guardian guarantees that they have executed and delivered the appropriate and required health authorizations on behalf of the Minor to the Medical Clinic using Spect Services.

To the extent that Spect is in fact a “business associate” of the Medical Clinics, Our use and disclosure of Patient PHI will comply with HIPAA and any Patient Authorization. Any information that does not constitute PHI may be used or disclosed in any manner permitted under this Privacy Policy or by law. You hereby agree, that if We are a Business Associate of Our Medical Clinics, We shall have the right to access, collect, acquire, analyze, retain, and use the Data that We are provided through the Medical Clinic’s use of the Spect Services, solely for business purposes, including, without limitation, referrals, patient timelines, patient notifications, future prescription recommendations, and research and development for further features, services, and/or products. We will never sell Your Data to third parties, vendors, and/or partners without Your prior written consent.

Definitions

  1. Authorized Users means a Customer’s employees or independent contractors authorized to perform Image Acquisition and/or use or access the Spect Services.
  2. Data means the statistics and information related to a Clinic’s use of the Spect Services (e.g., utilization, retina image clarity, images, videos, exam information, patient information, use information, and aggregate disease diagnosis) acquired, compiled, used, stored, and/or analyzed for the Clinic’s and/or Spect’s business purposes.
  3. Image Acquisition means Authorized Users’ operation of a Spect Hardware to acquire, without limitation, retina images and videos, and upload/transfer them to the Spect Software and/or Web Portal.
  4. Patient Information means any protected health information (PHI) (as such term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and all implementing regulations (“HIPAA”)), including Retina Images and video if directly associated with PHI, that is captured and transmitted by the Spect Hardware, and stored and analyzed in the Spect Software.
  5. Professional Service means a Physician’s professional use of the Spect Hardware and/or Spect Software in order to perform medical examination(s) for the Clinic’s patients, including an evaluation and interpretation of Retina Images for purposes of identifying diabetic retinopathy and other conditions.
  6. Report means the report, Data, and information generated during and after the use of the Spect Hardware and Spect Software, and any results associated with the Professional Service.
  7. Retina Images means digital fundus images acquired by the Spect Hardware.
  8. Web Portal means the application and/or website where Physicians, Spect, Patients, and/or Clinics may access the Data, Reports, Patient Information, and other information acquired through the Spect Hardware and/or Spect Software.
1. Spect Service

This is a medical device and software service that enables medical professionals to assess ophthalmologic and retinal health in patients through the use of Our patented hardware and software.

2. Spect Software

Spect provides Users with proprietary software developed and owned by Spect that transmits and stores Patient Information and Data, including Retina Images and Videos and Reports, and that may be accessed by Clinics and/or Patients via the Web Portal. Through acceptance of this Agreement, the Policy and the Software License Agreement (Software EULA), Clinics are the only Users that may use the Spect Hardware. However, Patients may be able to access their Patient Information, Data and other information by the Web Portal or something similar.

3. Spect Hardware

Spect uses its patent protected Spect’s G2.5 Mobile Ophthalmoscope hardware, a digital fundus camera, to capture the Retina Images and Videos for Image Acquisition. Through acceptance of this Agreement, the Policy and the Hardware License Agreement (Hardware EULA), Clinics are the only Users that may use the Spect Hardware.

4. Users
  1. In order to use Spect Services, Users represent that they are (1) doing business in the United States; (2) have the legal capacity and authority to enter into this Agreement; and (3) have read, understood, and agree to be bound by the Terms, regardless of the device or platform by which You access any of Spect Services. If You do not agree to the Terms, You shall not use Spect Services. Users may be Medical Clinics or Patients, as defined below.
  2. If You are using Spect Services on behalf of a business as a Medical Clinic, that business hereby accepts these Terms and is liable for any breach or violation Terms herein. All Users shall hold harmless and indemnify Spect and its affiliates, partners, officers, agents, and/or employees from any claim, suit or action arising from or related to its use of Spect Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and reasonable attorney's fees.
5. Types of users
  1. Medical Clinic: Medical Clinics shall be defined as any “covered entity” pursuant to HIPAA, including, without limitation, medically licensed facilities, health care providers, physicians, hospitals, and medical clinics that has executed a Business Associate Agreement (“BAA”) with Spect. (“Medical Clinics” or “Clinics”). Medical Clinics shall have access to both the Hardware and the Software of Spect Services upon terms outlined in the End User License Agreements (EULAs) located at www.getspect.com/eula. ‍
  2. Patient: Patients shall be defined as any individual or person over the age of eighteen (18) or a minor (under the age of eighteen (“Minor”)) accompanied by a legal guardian, seeking professional and licensed medical services from a Medical Clinic that uses the Spect Services. Patients shall only have access to use the Platform in order to provide Spect with their basic personal information, agree to this Terms of Use and the Policy, and access their medical records, ePHI, PHI, and Data collected and maintained by Spect.
6. Registration and Account
6.1. MEdical Clinics
  1. Method: Medical Clinic Users may sign up via the Site or by calling or emailing Spect.
  2. Account Manager: Once You have successfully signed up via the Site, call or email, You will be assigned a Spect account manager to help facilitate the registration process (“Account Manager”). The Account Manager will help get Users onboarded to support them as they use the device and assist with billing issues and hardware replacement and returns.
  3. Registration Information: In order to register and create an account with Us, You will need to provide Us with the following, without limitation: Your Medical Clinics legal name, medical director name and medical licensure information (if applicable), email address, phone number, address, list of physician names, list of Authorized Users, fax number, NPI number, efax number, and medical insurance information (“Clinic Registration Information”).
  4. License Agreements: In order to use the Spect Services, You shall agree and execute both the Software EULA and the Hardware EULA (“License Agreements”). Spect shall deliver the Spect Hardware only after executing both License Agreements. If You, at any point and for whatever reason, no longer agree to these Terms, You shall immediately return the Spect Hardware(s) in Your possession and shall not be entitled to any refund. See License Agreements.
6.2. Patients
  1. Method: Patient Users may sign up via the Site or Platform with their physicians, healthcare providers, hospitals, and/or clinics that are qualified Medical Clinics and provide Patient with professional health services.
  2. Registration Information: In order to register and allow the Medical Clinic to use the Spect Hardware and Spect Software, You shall create an account with Us via the Site or Platform and provide Us with the following, without limitation: Your legal name, gender, address, date of birth, insurance carrier, insurance information, phone number, signature, medical history, consent to contact You regarding the Spect Services and Your Patient Account, and consent to use Your Patient Information, Data, health information, PHI, and ePHI to provide You with Spect Services (“Patient Registration Information”).
7. Medical Clinic Licenses and Fees
  1. ‍Spect Hardware. In order to use the Spect Services, the Medical Clinic must agree to and execute both of the License Agreements, and their associated License Fees.
  2. Spect Software. In order to use the Spect Services, the Medical Clinic must agree to and execute both of the License Agreements, and their associated License Fees. All cancellation, refunds, upgrades, and replacement information shall be found in the License Agreements.
8. Use of Spect Software

You may access and use Spect Software through Our Site on a desktop, tablet, mobile device or similar devices. Device information, such as IP addresses and location, may be collected in order to improve Our business, analyze data and for internal business purposes only. You shall also agree and comply with the terms and privacy policies of any third party hosting service We may use, including without limitation, Amazon Web Services. Information provided through the Spect Software may be collected, recorded, stored and/or maintained by Spect for business purposes and business analytics. In connection with Your use of Spect Software, You agree that We may send You service announcements, administrative messages, referrals, Reports, results, notes, images, videos, notifications, offers, promotions, affiliate information and other important information. You may opt out of some of those communications by clicking the “unsubscribe” button on the bottom of all emails sent from Us to You. However, You may not opt-out and/or unsubscribe from email from Us that involve material information regarding Your Medical Clinic Account or Patient Account.

9. Use of Spect Hardware

In order to use the Spect Hardware, the Medical Clinic must agree to and execute both of the License Agreements, and their associated License Fees.

10. Use of Spect Web Portal

Both Medical Clinics and Patient Users may have access to the Web Portal where they can access User information, including without limitation, Patient exam information, Patient Registration Information, Clinic Registration Information, Retinal Images, treatment plans, diagnoses, referrals, Data, PHI, and ePHI.

11. Medical Clinic User Content, Guarantee & License Content:

For purposes of these Terms: (i) “Content” means any text, software, scripts, graphics, photos, images, Retinal Images, Patient Information, sounds, music, videos, logos, audiovisual combinations, interactive features and other materials You may view on, access through, or contribute to the Site and/or Spect Services; and (ii) “User Content” means any Content, Patient Information, Patient Registration Information, Clinic Registration Information, or Data that Users (including You) provide to be made available through Spect Services.

‍Guarantee: By transmitting or submitting any User Content while using Spect Services, You affirm, represent, guarantee and warrant that such transmission or submission is (a) accurate and up-to-date; (b) not in violation of any applicable laws, contractual restrictions or other third party rights, and that You have permission from any third party whose personal information or intellectual property is comprised in the User Content; (c) free of viruses, adware, spyware, worms or other malicious code; and (d) You acknowledge and agree that any of Your personal information within such content will at all times be processed by Us in accordance with Our Privacy Policy.

Patient Users guarantee that they have executed the required health authorizations in order to use the Spect Services. Medical Clinics guarantee that they have the legal authority and patient consents and/or authorizations required to use the Spect Services.

License: When transmitting or submitting information, Patient Information, and User Content to Spect Services, You retain all intellectual property rights and ownership to Your User Content. No transfer of ownership is created between You and Us, for Your User Content or vice versa. However, so that We can operate the Spect Services effectively, You grant Us, by submitting Your User Content to the Site and/or Spect Services, a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, Your User Content as well as all modified and derivative works thereof in connection with Spect Services (“ User Content License”). To the extent permitted by applicable laws, You hereby covenant not to assert against Us any moral rights You may have in any of Your User Content. You agree that We may use Your User Content for marketing and promotions of Spect Services, provided We do not use Your trademarks, identifiable patient information, identifiable personal and sensitive information, personally identifiable information, without Your prior written approval. The rights You grant in the User Content License are for the purpose of operating, promoting, and improving Our Services, research and development, and to develop new, features, services and/or products. You must have the necessary rights to grant Us this User Content License for any User Content that You provide to Us, both directly and indirectly. You can find more information about how Spect collects, uses and stores content in Our Privacy Policy.

12. Restrictions on User Content

We reserve the right to cancel Your account with Us at any time for any reason in Our sole discretion. User Accounts may be cancelled for several reasons, including but not limited to:

  1. Submitting any unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable User Content;
  2. Any sexually explicit User Content;
  3. Language or User conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation;
  4. Posting any unsolicited or unauthorized advertising, “spam,” or junk mail, including “chain letters” and “pyramid schemes”;
  5. Submitting any User Content that is alleged to infringe any patent, trademark, trade secret, copyright, or other proprietary right;
  6. Uploading a virus or User Content designed to disrupt, limit, or damage any functionality of any computer software, hardware or server;
  7. Misuse of the Spect Hardware;
  8. Uploading fraudulent or materially misrepresented Clinic Registration Information or Patient Registration Information; or
  9. If We in Our judgment and sole discretion deem it appropriate.

13. Prohibited Activities

Unless You have Our express written consent, You shall not, and will not attempt to:

  1. Use Spect Services to submit, store, transmit, or process malicious code, worms or viruses;
  2. Upload or provide false User Content to Spect Services;
  3. Use Spect Services to submit, store, transmit, or process User Content that is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) libelous or defamatory; (c) fraudulent, tortious or unlawful; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) infringing of any person's rights, any applicable laws, or Your obligations to any third party;
  4. Use Spect Services to submit, store, transmit or process User Content that would give rise to criminal or civil liability or that encourages unlawful activity;
  5. Gain unauthorized access to Spect Services, or to Our systems or networks;
  6. Interfere with or disrupt the integrity or performance of Spect Services, or third-party content contained therein;
  7. Impersonate any person or entity or misrepresent Your affiliation with any person or entity in connection with Spect Services;
  8. Reverse engineer, disassemble, or decompile Spect Services or apply any other process or procedure to derive the source code of any software included in Spect Services;
  9. Unless otherwise provided, remove any copyright, trademark, or other proprietary rights notice from Spect Services.

14. Removal of User Content and Requests

We take the rights of others very seriously. If You have any concerns that User Content is improper or infringing, please contact Us at ops@getspect.com and if You would like the User Content removed, please provide Us with:

  1. A detailed description of the objectionable content, including where it is located;
  2. A statement that You have a good faith belief that the poster does not have permission to use the said objectionable content;
  3. A statement that You are the owner, or exclusive agent of the owner, of the objectionable content;
  4. Your contact information, including telephone number and physical address, and;
  5. A signed and sworn statement, under penalty of perjury, that Your statements above are true to Your knowledge.

15. Cancellation of Account Spect

Without limiting or waiving any of Our other rights under these Terms, We may limit, suspend, terminate, modify, or delete Your Account or access to Spect Services if You are, or We suspect that You are, failing to comply with any of these Terms for any actual or suspected illegal or improper use of Spect Services, with or without notice to You. Additionally, We may limit, suspend, terminate, modify, or delete Your account or access to Spect Services if We believe that You are infringing Our intellectual property rights or third parties’, or are acting inconsistently with the letter or spirit of Our Terms or any published policies. Data, Navigational Information, Patient Information, Clinic Registration Information, Patient Registration Information, will be removed from all applicable devices when Your Account is terminated, but only as technically feasible.

‍Medical Clinic: Medical Clinic Users may cancel their account with Spect at any time and with or without cause, provided that they; (1) give Us prompt written notice; (2) immediately cease use of and destroy any copies of the Spect Software in their possession; and (3) return all Spect Hardware in their possession. See, Hardware EULA and Software EULA for further information.

Patient: Patient Users may cancel their account with Spect at any time, with or without cause, provided that they; (1) give Us prompt written notification; and (2) immediately notify their Medical Clinic that used Spect Services. In certain instances, some of Your removed or edited User Content may not be completely removed, and copies of Your User Content may continue to exist on the system or Site’s or Platform’s server, and other locations belonging to Us. Copies, or meta copies, of User Content and information is solely used for purposes associated with Spect Service, Platform and Site. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your User Content at any time. We may be required to maintain medical records, Patient Information, User Content and other information by law or applicable medical professional rules.

16. Payments

In order for Medical Clinic Users to use the Spect Services, You must pay a License Fee for both the Spect Software and the Spect Hardware. See, License Agreements for detailed information on payments. All payments, including License Fees, and any refunds, shall be made through Our secure third party payment gateway, such as Stripe (“Third Party Payment Gateway”). Please be sure to review their terms and conditions, and privacy policy. See, Our Privacy Policy for further information on payment processing and Payment Information collected. We are not liable for any issues arising from or related to Your breach of any Third Party Payment Gateway’s policies. We may, from time-to-time, change Our Third Party Payment Gateway, and shall provide You with written notice of such change. All information collected through Our Third Party Payment Gateway, such as credit card information, names, and addresses, may be accessible to Us but will not be used by Us. We are not liable for any data or security breach, or compromised personal information that is caused, directly or indirectly, by the Third Party Payment Gateway.

17. Term and Termination

You may stop using Spect Services at any time and for whatever reason. Spect may also stop providing Services to You, or add or create new limits to Spect Services at any time, with written notification to You (“Termination”). Medical Clinic Users’ shall be bound to this Agreement so long as they are a Party to the License Agreements. Upon termination of either License Agreement, You will no longer have access to Your Account and this Agreement shall terminate. Patient Users shall be bound by this Agreement unless they provide written notification pursuant to Section 14 above. In the event of Termination, Your User Content may still be stored in Our servers, sites, applications, networks, systems, and may still be used for business and internal purposes. See, Our Privacy Policy for additional information on data collection, storage and usage after Termination. You may reinstate Your account at any time but may be subject to fees and/or reinstatement fees.

18. Intellectual Property

Using Spect Services does not give You ownership of any intellectual property rights in Spect Services or the Content You access. You shall not use Content from Our Services and/or Platform, and/or Site unless You obtain explicit written permission from Us or the rightful owner or are otherwise permitted by law. These terms do not grant You the right to use any branding, trademarks, trade dress or logos used in Spect Services without Our written permission, unless provided otherwise. You shall not remove, obscure, or alter any legal notices displayed in or along with Spect Services. All Content, software and hardware provided through Spect Services is the intellectual property of Spect and/or its licensors, unless We have acknowledged otherwise in writing, and We hold all rights, titles, and interests in Spect Services and any works associated with Spect Services, including without limitation, all logos, source code, images, videos, data, algorithms, medical devices, patents, photos, trademarks, trade dress, informational material provided through Spect Services or by Spect, and any resources, marketing material, articles, domain names, user database, business methods, research methods, referral lists, databases, updates, copyright (“Intellectual Property”) that We provide You for the benefit of using Spect Services. Nothing in this Agreement or through Your use of Spect Services shall be construed to be a transfer or grant of title, ownership or rights to Our Intellectual Property.

19. Information We Collect and How We Use It

We may use the information, User Content and Data, collected and/or acquired by submission or transmission, solely for business purposes, including but not limited to, feedback and improvements to Spect Services, research and development, data analytics, backup and maintenance, aggregate data compilation, and to share with any of Our partners, third party vendors, and partners who assist Us in providing Spect Services. We will provide You with written notice should We use information or User Content in a way not provided herein or in Our Privacy Policy. If you submit feedback or suggestions about Our Services, We may use Your feedback or suggestions without notification to You.

20. Disclosure of User Content and Data

Your User Content, Data, and the contents of all of Your online communications (including without limitation, text, internet protocol addresses, personal information, personal identifiable information, User Content,) may be accessed and monitored as necessary to provide Spect Services, and also may be disclosed: (i) when We have a good faith belief that We are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where We believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when We have a good faith belief that there is an emergency that poses a threat to the health and/or safety of You, another person or the public generally; and (v) in order to protect Our rights or property, including to enforce Our Terms. By entering into these Terms, You hereby provide Your irrevocable consent to such monitoring, access and necessary disclosure. We will only disclose information that is necessary and required for the purpose at hand.

21. Third Party Affiliate and Content

We may suspend or stop providing Spect Services to You if You do not comply with Our or applicable third party affiliates and/or partners’ terms or policies. In order to enhance Your experience, We may display and use some content and services that are not owned or operated by Spect (“Affiliate Content and Services”). This Affiliate Content and Services are solely responsible for the content and service it provides to You, and We in no way guarantee the accuracy of the Affiliate Content and Services or their compliance with their own terms of use and privacy policies. You should review any Affiliate Content and Services’ agreements to make sure You agree with their services, policies and terms. We are under no obligation to ensure that those Affiliate Content and Services work error-free, are accurate and are up-to-date. We may (but are not obligated to) review content to determine whether it is illegal or violates Our policies, and We may remove or refuse to display the Affiliate Content and Services that We reasonably believe violates Our Terms or the law. The Spect Services may contain links to other third-party websites that are not owned or controlled by Us. Please be aware that We are not responsible for the privacy or other practices of such third party websites and/or vendors. Accordingly, We cannot and shall not be responsible for any issues, including offensive or malicious content, usability, or other problems with or related to those websites. You are solely responsible for reading and understanding the policies and terms of use or service of any other website that You visit, both directly and indirectly relating to Spect Services.

22. Disclaimer of Warranties

USE OF SPECT SERVICES IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. THE SPECT SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WE AND OUR LICENSORS, SUPPLIERS AND DISTRIBUTORS, IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY VENDOR, AND PERFORMANCE OF THE SPECT SERVICES IN ACCURATE AND TIMELY MEDICAL DIAGNOSES, AND ACCURATE AND SUCCESSFUL TREATMENT PLANS AND/OR REFERRALS. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, AS TO THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SERVICE IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. SPECT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF SPECT SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO SPECT SERVICES’ AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, MEDICAL MALPRACTICE OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL HEALTH INFORMATION, DATA, PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, OR MADE THROUGH THE HARDWARE. SPECT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. IMPORTANTLY YOU ARE SOLELY RESPONSIBLE FOR THE SAFEKEEPING OF ANY DIGITAL CURRENCY OR WALLET CREATED ON OR USED IN CONJUNCTION WITH THE SERVICES. WE DO NOT STORE OR PROTECT YOUR PAYMENT INFORMATION OR ONLINE WALLETS AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOST OR THEFT OF YOUR PAYMENT INFORMATION FOR ANY REASON.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

23. Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE SPECT SERVICES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF DATA OF ANY KIND, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR BACKUP, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO THE NETWORK OR SERVER, OR THE FAILURE OF ANY MESSAGE TO SENT OR TO BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM. FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE MAXIMUM LIABILITY OF US TO YOU SHALL NOT EXCEED THE NET AMOUNT OF FEES PAID BY YOU THROUGH THE SPECT SERVICE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM.

24. Imdemnity

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SPECT, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, 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: (I) YOUR USE OR MISUSE OF AND ACCESS TO THE SPECT SERVICES; (II) YOUR BREACH, NON-COMPLIANCE, OR VIOLATION OF ANY TERMS OF THESE TERMS OF SERVICE OR OUR PRIVACY POLICY, OR APPLICABLE LICENSE AGREEMENTS, BY YOU OR ANYONE UNDER YOUR DIRECTION AND CONTROL; (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (IV) ANY ACTUAL OR POTENTIAL CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY; (V) ANY ACT OR OMISSION OF YOURS OR ANYONE UNDER YOUR DIRECTION OR CONTROL; (VI) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAW OR RIGHT OF ANY THIRD PARTY; AND/OR (VII) ANY LOSS OF DATA OR PROFITS OF ANY KIND, FOR ANY REASON. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE SPECT SERVICES. IN ANY EVENT, WE CANNOT COMPENSATE YOU FOR HARMS WE COULD NOT REASONABLY EXPECT FROM PROVIDING THE SPECT SERVICES TO YOU. IF YOU CAUSE HARM TO US OR VIOLATE THESE TERMS, SUCH AS BY PROVIDING INACCURATE INFORMATION OR POSTING INFRINGING CONTENT, WE MAY DEFEND OURSELVES AND REQUIRE YOU TO PAY THE COSTS OF THE DEFENSE OR ANY JUDGMENT AGAINST IT, OR WE MAY REQUIRE YOU TO DEFEND US AGAINST A THIRD-PARTY. USERS MAY NOT INVOLVE US OR ANY OTHER INDEMNIFIED PARTY IN ANY DISPUTE, INCLUDING LITIGATION, ARISING OUT OF OR RELATED TO ANY TRANSACTION, AGREEMENT, OR ARRANGEMENT YOU MAY HAVE WITH ANY OTHER USER, RETAILER, OR OTHER THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THE SPECT SERVICES (“DISPUTE”). IF YOU ATTEMPT TO DO SO YOU SHALL: (I) PAY ALL COSTS AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION THEREWITH BY US, ANY OF OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AND YOU SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ALL LOSSES INCURRED BY ANY OF THEM AS A RESULT, AND (II) THE JURISDICTION FOR ANY SUCH DISPUTE SHALL BE LIMITED TO THE JURISDICTION SET FORTH BELOW.

25. Equitable Relief

By using Spect Services, You acknowledge that damages may be an inadequate remedy if You or anyone under Your direction or control breaches or threatens to breach any Terms, and that any such breach may cause Us significant and irreparable injury and damage. Accordingly, You acknowledge that We shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to seek injunctive relief in such event without the necessity of posting a bond. Choice of Law and Venue The Terms are governed in all respects by the laws of the State of California. If You and/or we have any dispute which cannot be amicably settled, it shall be settled by submission to the State and Federal courts in California, and You hereby consent to the exclusive personal jurisdiction of such courts (“Jurisdiction”).

26. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining Terms shall be enforced, with the invalid or unenforceable provision deemed modified to the least extent necessary to make it valid and enforceable while encompassing the intent of the Terms. Any failure to act on Our part with respect to a breach of any Term does not waive our right to act with respect to a continuing, subsequent, or similar breach.

27. Assignment

You may not assign or transfer Your rights under the Terms, unless provided otherwise in the License Agreements, and any attempt to the contrary shall be void and of no effect. We may transfer Our rights under this agreement in the event of a business consolidation or transfer. The Terms shall inure to the benefit of and be binding upon your and our respective successors and assigns.

28. Notice

Any notice required or given to You under the Terms may be delivered by electronic mail at the e-mail address or phone number You provide during registration. Notices required to be sent to Us shall be sent to: ops@getspect.com or 455B Portage Ave, Palo Alto, CA 94306.

29. Entire Agreement

These Terms, together with Our Privacy Policy and applicable License Agreements, constitute the complete and exclusive understanding and agreement between You and Us relating to the subject matter hereof, and supersede all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. If You have any questions or problems with any order placed by You in connection with the Spect Services, please contact Us via email at ops@getspect.com.

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