Terms and Conditions of Use for AIvarix App
Agreement to Terms and Conditions of Use for AIvarix App

These Terms and Conditions of Use (the "Terms of Use") apply to the AIvarix App website, www.AIvarix.com, (including, without limitation, the services available through and in connection with the AIvarix App (collectively, the "AIvarix App").

The AIvarix App is the property of AIvarix, Corp. ("AIvarix"). All references in these Terms of Use to "our," "us," "we," "AIvarix" or the "Company" refer to AIvarix Corp, a Delaware Corporation, located at 1013 Centre Road, Suite 403-B, Wilmington, DE 19805, in the County of New Castle, Delaware, USA and its subsidiaries, affiliates, and associates.

As more fully set forth in Section 2 below, the AIvarix App has not been approved by the U.S. Food and Drug Administration (FDA) and, as of the last modification date of these Terms of Use, is intended for Investigative Use Only by healthcare professionals and investigators (collectively, "HCPs") to evaluate and test the efficacy and accuracy of the AIvarix App as a clinical decision support (CDS) software tool. Clinical trials of the AIvarix App by an HCP (each, a "Trial") should only be undertaken pursuant to the terms and condition set forth in a written agreement (a "Clinical Trial Agreement") between AIvarix and the HCP that supplements these Terms of Use. In the event of a conflict between a Clinical Trial Agreement and these Terms of Use, the terms of the Clinical Trial Agreement shall control.

AIvarix may, in its sole discretion, change, add, remove, or update part or all of these Terms of Use at any time simply by revising them on www.AIvarix.com/terms. It is your responsibility to check these Terms of Use periodically for changes. Your continuing use following such changes constitutes acceptance of them.

BY USING THE AIvarix APP, AN HCP AGREES TO THESE TERMS OF USE INCLUDING, WITHOUT LIMITATION, THEIR CONSENT AND AUTHORIZATION FOR AIvarix TO COLLECT, USE, AND DISCLOSE ANY PROTECTED HEALTH INFORMATION ("PHI"), PLEASE READ THESE TERMS OF USE CAREFULLY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT USE THE AIvarix APP.

As long as you agree to and comply with these Terms of Use, AIvarix grants an HCP using the App pursuant to a Clinical Trial Agreement with AIvarix a personal, terminable, non-exclusive, non-transferable, non-sublicensable right and license to access and use the App for Investigative Use Only.


1. Notice Regarding U.S. Children's Online Privacy Protection Act (COPPA)

As more fully set forth in AIvarix's Privacy Policy at https://aIvarix.com/terms, COPPA does not apply to the AIvarix App. The AIvarix App is not directed to or intended for use by individuals including, without limitation, persons younger than 18 years old.


2. For Investigative Use Only by Healthcare Professionals and Non-Practice of Medical Care Disclaimers

The AIvarix App has not been approved by the U.S. Food and Drug Administration. AIvarix is making the AIvarix App available FOR INVESTIGATIVE USE ONLY by HCPs in clinical testing and research 2 and pursuant to written agreements with AIvarix. The AIvarix App is not available at this time for use by members of the general public. THE PERFORMANCE CHARACTERISTICS OF THE AIvarix APP HAVE NOT BEEN ESTABLISHED.

The AIvarix App is intended as a diagnostic support tool for use by HCPs. It is not intended to definitively diagnose or direct the treatment of medical condition or disease (including, without limitation, varicose conditions or diseases), and it is not intended to be used as the sole or primary basis for a clinical patient diagnosis.

The contents of the AIvarix App (the "Content") including, without limitation, text, graphics, images, and information provided by the AIvarix App, are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, and treatment. AIvarix does not recommend or endorse any specific product, services, or HCPs.

Individuals should always seek the advice of a physician or other qualified HCP with any questions they may have regarding medical conditions or symptoms. Individuals should never disregard professional medical advice or delay in seeking it because of something they may have heard or read about the AIvarix App. Reliance on any information provided by the AIvarix App including, without limitation, information provided by AIvarix, AIvarix employees, or other representatives of AIvarix appearing on the App, is solely at any user's own risk. If an individual believes they may have a medical emergency, he or she should call their physician or 911 immediately.

4. Compliance with Laws; Disclosure of De-Identified Data Only

By using the AIvarix App, an HCP confirms that he/she/it has read and understands this section of the Terms of Use and that the HCP will conduct the Trial in accordance with applicable Laws, including but not limited to obtaining the informed consent, as provided in 21 C.F.R. Part 50, of any individuals who participate in the Trial. The HCP agrees to only disclose data to the AIvarix App that has been de-identified in accordance with the requirements for de-identification set out by the Health Insurance Portability and Accountability Act ("HIPAA") and never to disclose any Protected Health Information, as that term is defined by HIPAA to the AIvarix App.

5. Intellectual Property Rights

All of the Content including, without limitation, the text, graphics, user interfaces, logos, icons, photographs, data, arrangements, code, and overall design of the AIvarix App, is the exclusive property of and owned by AIvarix, its licensors, or its content providers and is protected by patents (pending), copyrights, trademarks, services marks, trade secrets, and other proprietary rights and laws.

Except as expressly set forth in these Terms of Use or in a Clinical Trial Agreement, no person is granted any license or rights, whether by implication, estoppel, or otherwise, in or to the AIvarix App. AIvarix does not warrant or represent that use of the AIvarix App will not infringe rights of parties not affiliated with AIvarix.

6. Using the Websites

In using the AIvarix App, and HCP may not:

  • reproduce, copy, sell, or otherwise exploit for any commercial purposes any Content or parts of the App including, without limitation, by using any "page scrape", "robot", "spider", or other automatic device, program, algorithm, or methodology, or any similar manual process, to access, acquire, copy, or monitor any Content;

  • attempt to gain unauthorized access to any part or features of the Apps, to any information not intentionally made available through the App, or to any systems or networks connected to the App or to any AIvarix server by hacking, password mining, or any other illegitimate methods;

  • probe, scan, or test the vulnerability of the App or of any networks connected to the App, or attempt to circumvent the security or authentication arrangements on the App;

  • use the App in any way that could damage, disable, overburden, or impair the App or use of the App by any person; or

  • use the App or any Content for any unlawful, fraudulent, or malicious purpose or in any manner prohibited by these Terms of Use.
7. Using the AIvarix App

When using the AIvarix App, an HCP must follow and comply with all instructions or policies provided by AIvarix regarding use of the App. In pre-registering to use the App, the HCP must true, accurate, current, and complete information.

AIvarix may assume that any use of an HCP's registered account and/or communications received by AIvarix from the HCP's account, was made by the HCP unless AIvarix is notified promptly that it was not. The HCP is entirely responsible for maintaining the confidentiality of information submitted to AIvarix, including password(s), and for any activity that occurs under the HCP's account as a result of failure to maintain the security and confidentiality of such information. An HCP may be held liable for any privacy or other claims asserted or damages incurred by any party, including AIvarix, resulting from use of his/her/its account.

An HCP may not, nor may he/she/it permit any person to, modify, reverse engineer, disassemble, decompile or otherwise derive or attempt to derive source code from the AIvarix App. An HCP may not combine any aspect of the App into another program or create or attempt to create derivative works based on the App. An HCP may not copy, modify, distribute, sell, or lease any component of the App without AIvarix's written authorization.

AIvarix may suspend or terminate a Trial or an HCP's other use of the AIvarix App if the HCP does not comply with these Terms of Use or instructions and policies relating to use of the App, or if we suspect misuse of the Services by your account.

AIvarix is constantly changing and improving the AIvarix App. We may add, remove, or change features or functionalities of the App, and we may suspend or stop providing the App at any time in our sole discretion.

8. Our Warranties and Disclaimers

AIvarix provides the AIvarix App using a reasonable level of skill and care, but we do not make any representations or promises regarding the accuracy, completeness, or adequacy of the Content or other information received from the App or the features and functionalities of the App. The AIvarix App is provided on an "as-is" and "as-available" basis.

OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OF USE, AIvarix DOES NOT MAKE ANY COMMITMENTS AND EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE AIvarix APP. USE OF THE APP IS AT THE USER's SOLE RISK.

AIvarix DOES NOT WARRANT THAT THE AIvarix APP OR ANY INFORMATION THAT MAY BE RECEIVED FROM THE APP IS OR BE FREE OF VIRUSES, DESTRUCTIVE FEATURES, DEFECTS, OR ERRORS. IT IS AN HCP's RESPONSIBILITY TO ENSURE THAT WHATEVER INFORMATION IS RECEIVED FROM THE APP IS FREE OF ITEMS SUCH AS VIRUSES, TROJAN HORSES, OR OTHER ITEMS OF A DESTRUCTIVE NATURE. WITHOUT LIMITING THE FOREGOING, AIvarix MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE AIvarix APP.

YOU ACKNOWLEDGE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE AIvarix APP MAY NOT BE SECURE AND MAY BE INTERRUPTED OR INTERCEPTED BY UNAUTHORIZED PARTIES.

SOME JURISDICTIONS PROVIDE THAT UNLESS DISCLAIMED, CERTAIN WARRANTIES ARE LEGALLY IMPLIED, AMONG THEM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR A COURSE OF DEALING. TO THE EXTENT PERMITTED BY LAW, AIvarix DISCLAIMS AND EXCLUDES ALL SUCH EXPRESS, IMPLIED, OR STATUTORY WARRANTIES.

THE SOLE REMEDY AGAINST AIvarix FOR DISSATISFACTION WITH THE AIvarix APP IS TO STOP USING THE APP.


9. Limitation of AIvarix's Liability

AIvarix MAY NOT BE HELD LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, FOR CLAIMS FOR PERSONAL INJURY/WRONGFUL DEATH CAUSED BY USE OR MISUSE OF THE AIvarix APP OR THE CONTENT, OR FOR LOST PROFITS RESULTING FROM DELAYED OR LOST DATA OR OTHER INTERRUPTION OF BUSINESS, ARISING FROM OR RELATED TO USE OR OPERATION OF THE AIvarix APP, OR FROM ANY ACTIONS WE MAY TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS AN HCP SENDS TO US. THIS LIMITATION APPLIES IRRESPECTIVE OF THE BASIS OF LIABILITY (i.e., WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE). IF A JURISDICTION DOES NOT PERMIT SUCH AN EXCLUSION OR SUCH A LIMITATION ON LIABILITY, THIS EXCLUSION OR LIMITATION ON LIABILITY WILL BE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN ALL CASES, AIvarix SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT WAS NOT REASONABLY FORSEEABLE BY US.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AIvarix FOR ANY CLAIMS ARISING OUT OF OR RELATING TO USE OF THE AIvarix APP, INCLUDING FOR ANY IMPLIED WARRANTIES THAT MAY BE LEGALLY ENFORCEABLE, SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID US FOR USE THE AIvarix APP, OR $1,000, WHICHEVER IS LESS.

WE MUST BE NOTIFIED OF ANY CLAIMS ARISING FROM OR OTHERWISE RELATING TO USE OF THE AIvarix APP WITHIN ONE YEAR AFTER THE EVENT GIVING RISE TO SUCH A CLAIM OCCURRED, EVEN IF THE BASIS FOR SUCH ACTION WAS NOT KNOWN OR DISCOVERED DURING SUCH ONE-YEAR PERIOD.


10. Indemnification of AIvarix

An HCP that uses the AIvarix App agrees to indemnify and hold AIvarix and subsidiaries and affiliates, and its and their directors, officers, employees, investors, licensors, and agents harmless from and against any claims, demands, expenses (including attorneys' and accountants' fees and costs), or other liability asserted against AIvarix due to, arising out of, or in connection with use of the App or any violation of these Terms of Use. If an HCP causes a technical disruption of the AIvarix App, he/she/it agrees to be responsible for all losses, damages, and costs (including attorneys' and accountants' fees and costs) incurred by AIvarix or by third parties arising or resulting from the disruption.

AIvarix reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification and, in that event, the HCP agrees to cooperate with AIvarix in the defense of such matter.


11. Governing Law; Dispute Resolution

If the AIvarix App is accessed or used from any country, any controversy or claim arising out of or relating to pertaining to your access or use of the App or to these Terms of Use including, without limitation, questions regarding the interpretation, validity, breach, or termination or the business relationship created by the Terms of Use, shall be resolved by arbitration administered by and pursuant to the USA Federal Law (the Arbitration Law). Unless otherwise agreed by AIvarix, the place of arbitration shall be Delaware, USA, and there shall be a single arbitrator and the laws of the Delaware shall be the governing law. The language of the arbitration shall be English, and an oral hearing need not be held. The arbitrator's award shall be final and not subject to appeal, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the party against whom such award is sought to be enforced.

The arbitrator shall only have authority to award direct damages as measured by the prevailing party's actual damages, and shall have no authority to award indirect, punitive, incidental, special, or consequential damages including, without limitation, claims for lost profits.

For the purpose of enforcement of an arbitration award, any HCP that accesses or used the AIvarix App agrees to the personal jurisdiction of and venue in the federal and provincial/state courts in Toronto, Ontario or in Washington, D.C., as appropriate, and waives any objections to such jurisdiction or venue.

If any provision of these Terms of Use is held invalid or unenforceable, the remaining provisions will remain in full force and effect and, if possible, the provision found unenforceable will be construed in a manner consistent with the remaining provisions.


12. Notices to AIvarix

All notifications, consents, reports, requests, demands, and other communications required or permitted to be directed to AIvarix pursuant to these Terms of Use (including, without limitation, comments regarding the Websites and any reports of non-functioning links) must be transmitted in writing and shall be deemed given when mailed (with return receipt requested), emailed (receipt for which is confirmed), or sent via a recognized overnight courier service, to the AIvarix at the following address:

AIvarix, LLC

1013 Centre Road, Suite 403-B, Wilmington, DE 19805, in the County of New Castle, Delaware, USA

Email: ceo@aivarix.com


13. Entire Agreement and Admissibility

These Terms of Use and any policies referred to in these Terms constitute the entire understanding between AIvarix and an HCP conducting a Trial with respect to his/her/its access and use of the AIvarix App. The Terms of Use do not create any third party beneficiary rights.

These Terms of Use shall be admissible in any arbitral or judicial proceeding relating to use of or access to the AIvarix App to the same extent and subject to the same conditions as any other business documents or records.