Last Updated: February 20, 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”).
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.
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: firstname.lastname@example.org
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.
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.
5. Types of Users.
6. Registration and Account.
6.1 Medical Clinics:
7. Medical Clinic Licenses and Fees
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.
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.
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:
13. Prohibited Activities Unless You have Our express written consent, You shall not, and will not attempt to:
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 email@example.com and if You would like the User Content removed, please provide Us with:
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.
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.
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.
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.
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: firstname.lastname@example.org or 455B Portage Ave, Palo Alto, CA 94306.