Terms of Use

TERMS OF USE

Date of last revision: 09/05/2022

Should you have any questions/concerns regarding these Terms of Use, or inthe event you are made aware of any incidence(s) or violation(s) that are not in line with these Terms of Use, you are requested to notify us via the form below.

For the purposes of these Terms of Use, “LynxCare” means:

- Lynxcare Clinical Informatics NV, a limited company incorporated in the laws of Belgium, with registered office at Tiensevest 132, 3000 Leuven (Belgium) and with company number 0637.919.015; and/or

- Lynxcare, Inc., a limited company incorporated in the laws of NY, with registered office at 530 7th Avenue - Suite 902 New York, NY 10018 (USA).

1. SCOPE


This is a legal agreement (“Terms of Use”) between LynxCare (as defined above) and the person or its representative (“you” or “your”) accessing or using any websites, databases, platforms, software, algorithms, content, data, reports, materials, documentation, or information, created, published, or owned by LynxCare, its affiliates, its subcontractors, or its licensors (“LynxCare Material(s)”).

By purchasing, licensing, accessing, or using the LynxCare Material, you accept all of the terms and conditions of these Terms of Use and agree to be bound by it. If you do not accept the terms, you are not permitted to access or use LynxCare Materials, unless otherwise agree in the Master Agreement (defined below). In the event there is a conflict between the Master Agreement and these Terms of Use, the Master Agreement shall prevail.

2. PROVISION OF LYNXCARE MATERIALS

In consideration of your acceptance of and compliance with these Terms of Use, LynxCare grants you a non-exclusive, non-transferable, revocable right to access and use the LynxCare Materials.

For LynxCare Materials that LynxCare has not made publicly accessible, your right to access and use the LynxCare Materials may be subjected by LynxCare in its sole discretion to terms additional to these Terms of Use, such as providing you contact details, entering into an agreement with LynxCare (‘Master Agreement”), and fulfilment of any financial arrangements with LynxCare.

3. OWNERSHIP

The LynxCare Materials, including without limitation all copyrights, patents and other intellectual property rights therein, know-how and LynxCare’s confidential information including but not limited to any information, software, algorithms, materials and other pre-existing works of authorship of LynxCare as well as works of authorship that are developed by LynxCare, are the sole and exclusive property of LynxCare or its subcontractors. You do not become the owner of the LynxCare Material but are entitled to access it and use it according to the terms of these Terms of Use, except as otherwise agreed in the Master Agreement.

You acknowledge and confirm that the name “LYNXCARE,” or any derivation thereof, or any logo associated with those names, are the valuable property and trademark of LynxCare and its affiliates, and that you shall only have the limited right to use such names (or derivations thereof or associated logos) subject to LynxCare prior written consent and provided that these Terms of Use are complied with.

4. PROHIBITED USES

LynxCare Materials must not be used in a way that (i) infringes the applicable laws and regulations, (ii) goes against any user or client documentation and/or requirements we provide to you or (iii) has an adverse effect on LynxCare in any way.

LynxCare Materials must not be used for any unintended use as set out in the Medical Disclaimer available at [link]. You acknowledge and agree that you have read the Medical Disclaimer available and that it is incorporated into, and made part of, these Terms of Use.

Except as expressly permitted in these Terms of Use or the Master Agreement or as expressly permitted upon the prior written consent of LynxCare, the following shall also be prohibited:

(i) any use, copying, printing, publishing, selling, licensing, distributing or modifying of LynxCare Materials for commercial or non-commercial purposes other than establishing and/or managing a relationship between you and LynxCare;

(ii) Decompiling, dissecting, or reverse engineering of LynxCare Materials;

(iii) Creating derivative works from LynxCare Materials or its underlying confidential information or underlying techniques and ideas that are not intended to be visible; and

(iv) Combining of LynxCare Materials with your or third party’s content or inclusion of LynxCare Materials in your or third party’s software, products or services.

LynxCare is entitled to monitor compliance with these Terms of Use and reserves the right in its sole discretion to change and or cancel your rights relating to the LynxCare Materials, without notice. LynxCare also reserves the right to obtain indemnification by you against all loss, damage, costs or expenses we suffer or incur as a result of your failure to comply with these Terms of Use.

5. RESTRICTION AGAINST TRANSFER

You may not sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to use or access the LynxCare Material (including your username and password) whether by merger, operation of law, or otherwise, without the prior written consent of LynxCare.

6. DATA PROTECTION & PRIVACY

To the extent that LynxCare processes Personal Data (within the meaning as described in the Privacy Policy) under these Terms of Use and the Master Agreement, LynxCare’s Privacy Policy available at https://www.lynx.care/compliance-center/privacy-policy and the Cookie Policy, available at https://www.lynx.care/compliance-center/cookie-policy applies to such processing and is incorporated into, and made part of, these Terms of Use. LynxCare may, in its sole discretion, amend or replace the Privacy Policy or the Cookie Policy at any time without notice to you and you should review the terms of the latest Privacy Policy and the Cookie Policy that applies to these Terms of Use at regular intervals.

7. NO WARRANTY

i. General Disclaimer of Warranty

The LynxCare Materials provided under these Terms of Use are furnished by LynxCare “as is” and without any warranty or condition whatsoever. LynxCare disclaims any warranty that the LynxCare Material will be uninterrupted or error-free. Unless otherwise agreed in the Master Agreement, LynxCare, its affiliates, its subcontractors and licensors disclaim all representations, warranties and conditions of any kind or nature, expressed or implied, arising out of or related to these Terms of Use, the LynxCare Material or results derived therefrom, including but not limited to any warranties or conditions regarding accuracy, quality, correctness, completeness, comprehensiveness, suitability, system availability, compatibility, merchantability, fitness for a particular purpose, title, infringement or otherwise, and you assume all risk as to the quality, function, performance, and accuracy of the LynxCare Material.

ii. LynxCare’s Website(s)

Although LynxCare takes reasonable security measures, LynxCare specifically does not provide any warranties against viruses, spyware or malware that may be installed on your computer or mobile device or that may damage your computer, mobile device or data due to your use or access of the LynxCare websites or LynxCare Materials contained therein..

LynxCare website(s) may contain testimonials from our customers and partners. Such testimonials are for reference only and may not contain an accurate and/or complete information on our products and services. LynxCare is not responsible for your reliance on the same and requests you to notify LynxCare if a customer or partner testimonial indicates that the LynxCare Material is intended for and fit for medical purpose and/or that LynxCare Material is a medical device software.

LynxCare, at its sole discretion, reserves the right to modify, update, replace or remove any information available on its website at any time without notice to you. It is advised to visit our website at regular intervals to obtain the most up-to-date information.

iii. Third-Party sites and content

LynxCare’s website(s) or other LynxCare Materials may provide links to third-party websites. LynxCare does not make any representations or warranties with respect to such third-party websites, or the content contained therein. You should be aware that the owners and operators of such third-party websites might collect, use, or transfer Personal Data under different terms and conditions than LynxCare. Upon accessing a third-party website, you should inform yourself of the privacy policies of such third-party websites. LynxCare disclaims any liability arising from your use or access of such third-party websites.

iv. Exclusions

Nothing in this section shall exclude or limit LynxCare’s warranties, representations, or conditions to the extent they may not be lawfully excluded or limited by applicable law or to the extent they are explicitly provided in a Master Agreement, in which cases, such warranties, representations or conditions will be excluded and limited to the greatest extent permitted by applicable law.

8. LIMITATION OF LIABILITY

Notwithstanding anything in these Terms of Use to the contrary, in no event will LynxCare, its affiliates, its licensors, its subcontractors any of its respective directors, officers, employees, or agents, or any other party involved in the creation, production, promotion, or marketing of the LynxCare Material be liable to you or any other party whose claim is related to these Terms of Use, for any claims, damages or costs of any

nature under any theory of tort, contract, strict liability or other legal or equitable theory, such as lost profits, lost revenues, lost business opportunities or exemplary, punitive, special, indirect, incidental, reliance, exemplary, consequential, or similar damages, regardless of whether the applicable entity has been advised of the possibility of such damages.

This limitation of liability and the disclaimers set forth in section 8 are independent of any remedies set forth herein and will survive the termination of these Terms of Use. You acknowledge and agree that this limitation of liability is a material part of the consideration provided by the other party in exchange for the rights granted under these Terms of Use.

9. TERMINATION & MODIFICATION

LynxCare may, at its sole discretion, terminate (without any notice) your right to use and/or access the LynxCare Material if you fail to comply with any term or condition in these Terms of Use. For the avoidance of doubt, the agreed terms in the Master Agreement shall prevail over any termination provisions under these Terms of Use.

LynxCare, at its sole discretion, reserves the right to modify/ replace/ remove, in part or in whole, these Terms of Use at any time without notice to you and you should review these Terms of Use at regular intervals. Such modifications shall be deemed effective immediately upon posting on LynxCare’s website. Any continued use of the LynxCare Material shall be deemed conclusive of your acceptance of the modified terms and conditions, the medical disclaimer, and other policies, referenced hereto. For the avoidance of doubt, the agreed terms in the Master Agreement shall prevail over the modified Terms of Use.

10. FINAL PROVISIONS

Severability. If any provision of these Terms of Use is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect.

No Waiver. LynxCare’s waiver of any right shall not constitute a waiver of that or any other right in the future.

Survival. The provisions of these Terms of Use that by its nature survives expiration or termination of these Terms of Use shall survive in full force.

Governing Law & Jurisdiction. These Terms of Use, and any disputes arising out of or related hereto, shall be governed by, and enforced in accordance with the laws of Belgium. Each party agrees that it will bring any action or proceeding in connection with these Terms of Use exclusively in the courts located Leuven and that it irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding and waives all objections to jurisdiction and venue of such courts.

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