Terms of Service

This Agreement is made between 1) the named entity or individual entering into this Agreement (“Customer“, “you“, “your“), and 2) Knowolol, LLC (the “Company”, “us“, “our“, “we”). It is effective as of the date of Customer’s acceptance of this Agreement (“Effective Date“) through the click-button contract acceptance mechanism on the Company’s website: www.themedscanner.com or the Company’s mobile application.

1. INTRODUCTION

By accepting this Agreement through the ‘accept’ click button contract acceptance mechanism of the website or application, you are unequivocally agreeing to all the terms of this Agreement as being legally binding between you and Company. If you are entering into this Agreement on behalf of a company or other legal entity, you are personally representing that you have the proper and valid authority to bind such entity and its Affiliates to these Agreement terms and conditions. If you do not have such authority, or if you do not agree with any of these Agreement terms and conditions, YOU MUST NOT ACCEPT THIS AGREEMENT and MAY NOT USE the Services.

2. INTERPRETATION

The following words and phrases as used in this Agreement shall have the following meanings ascribed to them (in addition to those defined elsewhere in the text):

a) “Confidential Information” means all proprietary or confidential information that is disclosed to the recipient (“Recipient“) by the discloser (“Discloser”), and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its customer-related and financial information, software code, flow charts, techniques, specifications, intellectual property, development and marketing plans, strategies, and forecasts; (ii) as to Company , and its licensors, the Services; and (iii) the terms of this Agreement, including without limitation, pricing information. Confidential Information does not include information that Recipient can show: (a) was rightfully already in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (d) is or was independently developed by or for Recipient as can be shown by reasonable written evidence.

b) “Fees” means the fees agreed by the Customer to be paid by the Customer to Company under this Agreement in consideration for the Services (and any other services otherwise provided by Company for which charges are agreed).

c) “Services” means the Med Scanner app offered by the Company which packages web-based access and the right-to-use the supported Company applications and associated reference, user and technical guides.

3. EXCLUDED FROM AGREEMENT

You shall not be entitled to access the Services if you are Company’s direct competitor, except with Company’s prior written consent, and you are expressly instructed not to do so. In addition, you shall not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or purposes competitive with Company’s activities.

4. SCOPE

4.1 Subject to Customer’s payment of cleared applicable Fees, Company will provide Customer with access to the Services. The Services consist of a user interface providing the ability to scan multiple medication bottles and create a user-friendly output of the scanned medication with related information for those medications. The Services also allows a user to scan a medication list from a computer screen and generate pertinent drug information to the user’s preference.

4.2 No purported imposition of any other contract terms between the parties shall be of any effect unless specifically agreed in writing to supplement, amend or vary this Agreement.

5. THE SERVICES - RIGHTS AND RESPONSIBILITIES

5.1 Subject to the terms of this Agreement, Company hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sub licensable, limited license for Customer to access and use the Company’s proprietary Services for Customer’s business operations or personal use only.

5.2 The Customer will:

i. prevent unauthorized access to or use of the Services,
ii. notify Company promptly of any such unauthorized access or use,
iii. comply with all applicable laws; and
iv. comply with and use the Services at all time in accordance with the provisions of the site’s and application’s policies;

The Customer will not:

i. modify, copy or create derivative works based on the Services;
ii. create Internet “links” to or reproduce any content forming part of the Services, other than for its own internal business purposes;
iii. disassemble, reverse engineer, or decompile the Services or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Services;
iv. interfere with or disrupt the integrity or performance of the Services;
v. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, or send or store material in violation of any third party’s privacy rights via the Services;
vi. send or store viruses or malicious code via the Services;
vii. attempt to gain unauthorized access to the Services or its related software, systems, platforms or networks;
viii. use any components provided with the Services separately from the Services; or
ix. distribute, rent, lease, sublicense or provide (or attempt to do any of the same) the Services to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data;
x. use personally identifiable information when naming medicine lists (e.g., naming a list with a patient’s name).

6. FEES

Any fees will be disclosed on the Company’s site or application.

7. TERM AND TERMINATION

7.1 This Agreement begins on the Effective Date and will remain in effect unless terminated pursuant to this Section.

7.2 Where the Customer has a monthly account, either party is entitled at any time to terminate this Agreement without cause or for its convenience upon 3 day’s written notice by notifying the other party and shall have no liability to the other if it does so.

7.3 Where the Customer has an annual account, either party is entitled to terminate this Agreement at any time without cause or for its convenience upon the expiry of at least 30 days’ written notice served on the other party.

7.4 Either party may terminate this Agreement for cause: (i) upon the expiry of at least ten (10) days’ written notice of a material breach served on the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

7.5 In addition to its other rights and remedies, Company reserves the right, without liability to Customer, to immediately suspend any and all access to the Services if Customer commits a material breach of this Agreement until such material breach is cured. If such material breach is (i) unable to be cured, or (ii) is not cured within ten (10) days, then Company is entitled (without any liability to the Customer) to immediately terminate this Agreement.

7.6 Upon termination for any reason, all rights and licenses granted herein will terminate and Customer will make no further use of the Services. No termination will relieve the Customer of any outstanding obligation at the date of termination to pay any Fees accrued (whether or not invoiced), due or payable to Company.

7.1 This Agreement begins on the Effective Date and will remain in effect unless terminated pursuant to this Section.

8. DISCLAIMERS, WARRANTIES AND LIMITATIONS OF LIABILITY

8.1 Company warrants to Customer that the Services:

i. will be performed in with reasonable care and skill in a manner consistent with industry standards reasonably applicable to the provision thereof
ii. No other warranties are given by Company and all are excluded save to the extent that such warranties cannot be excluded by general law.

8.2 You hereby release, waive, acquit and forever discharge the Company, any agents, successors, assigns, personal representatives, executors, heirs and employees from every claim, suit action, demand or right to compensation for damages you may claim to have or that you may have arising out of acts or omissions by yourself or by the Company as a result of using the Services.

8.3 You understand that the Services you will be receiving are not offered as a substitute for professional mental health care, medical care, or advice from a licensed pharmacist, and are not intended to diagnose, treat or cure any mental health or medical conditions. The Services being provided should not be used to identify potential interactions between medications. The KnowIt-All mode does not promise that every conceivable drug information will be provided.

8.4 Prior to using the information displayed through the site or application, Customer should confirm that the medication appearing through the site or application is the medication being scanned.

8.5 Company’s cumulative liability for breach of this Agreement shall be in aggregate limited for any claim or series of claims throughout the period the Services are provided to the total Fees paid by the Customer in the last 12 months prior to Company receiving the required details of a claim.

8.6 The parties agree that neither of them shall be liable to the other party for any a) loss or damage to i) profits, ii) savings; iii) goodwill, iv) reputation, v) business, vi) computer usage or vii) contracts; or b) any indirect or consequential loss or damage relating to or arising either out of this Agreement, the other’s negligence, the performance or non-performance of the Service.

8.7 The Customer acknowledges and agrees that, except as otherwise expressly provided herein, Company makes no warranty, express, implied or statutory with respect to any use or application of the Services.

8.8 Company expressly disclaim any warranty that the Services will be uninterrupted, error free or without delay, and any warranties implied by law or which relate to implied warranties of merchantability, fitness for a particular purpose, non-interference, non-infringement and information content shall not apply to the fullest extent permitted by law.

8.9 The Customer agrees that it is fair and reasonable in all the circumstances of the Customer’s use or application of the Services that the liability of Company is limited as described in this clause 8.

8.10 Customer understands that the application will scan medication using OCR technology, save the image to a cloud-based system, and then utilize Google Vision to pull the text. After Google Vision pulls the text, the image saved to the cloud-based system will be deleted. The image will not be accessible at any point by the Company’s owners or developers.

8.11 Customer understands that the Services are operated and maintained from the United States and the information provided is based on information available in the U.S. The same information might not be applicable or similar to the information provided in a foreign country.

9. PROPRIETARY RIGHTS AND CONFIDENTIALITY

9.1 Company owns and retains all right, title and interest in and to the Services and all related intellectual property and proprietary rights therein. The Services are protected by applicable copyright, trade secret, industrial and other intellectual property laws. Company owns all right, title and interest in all software, programming, documentation, templates, questionnaires, methodologies, models, charts, reports and any other items used to deliver the Services or made available to Customer as a result of the Services (“Service Items”) and access to and use of the relevant Service Items will be governed by the terms of this Agreement. Company reserves any rights not expressly granted to Customer.

9.2 Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in contravention of this Agreement.

9.3 The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of the Discloser that it exercises with respect to its own Confidential Information and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Discloser.

9.4 Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to Recipient’s employees and agents who have need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.

9.5 If the Recipient becomes aware of any unauthorized use or disclosure of Discloser’s Confidential Information, then Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are required (by oral questions, requests for information, or documents in legal proceedings, summons , or other similar process) to disclose any of Discloser’s Confidential Information, the Recipient will not disclose the Discloser’s Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser’s Confidential Information, including, without limitation, cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

10. INDEMNIFICATION

Customer agrees to indemnify and hold harmless and defend the Company, officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Customer’s use of the site or application, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Customer, its officers, employees, agents, subcontractors, licensees, or invitees.

11. MISCELLANEOUS

11.1 The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.2 Customer will receive system notifications from Company (i.e. planned downtime notices, etc.) and the Customer shall have no right of recourse for any works being undertaken to the system or system downtime.

11.3 This Agreement and all orders constitute the entire agreement between Customer and Company and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement.

11.4 No third party acquires any rights or benefits under this Agreement and no third party shall be entitled to take legal action to enforce any obligation of either party hereto other than Company’s Affiliates.

11.5 No modification or waiver of any provision hereof will be effective unless made in a writing signed by both Company and Customer.

11.6 Customer may not assign or transfer this Agreement or the receipt of the Services to a third party, whether by merger or otherwise. Company shall be entitled to assign or transfer its rights and benefits in this Agreement to a third party.

11.7 Should any provision of this Agreement be held to be invalid or unenforceable, the remainder of the provisions will remain in effect.