Terms of Use

This Developer Tools Agreement (this “Agreement”) is between you and Canvas Medical, Inc. (“us”, “we”, and “our”) and governs your rights to use and access Developer Tools for the purpose of developing, implementing, and releasing Connected Services. We may modify the terms of this Agreement at any time and will inform you of such changes in writing (including by email). For purposes of this Agreement, “you” and “your” means you as the user of the Developer Tools. If you are entering into this Agreement on behalf of an entity (such as a medical practice, company, firm, partnership, or any other organization type), you are binding such entity to this Agreement, and you represent that you have the actual authority to bind such entity to this Agreement, and references to “you” and “your” means such entity. Such entity will be legally and financially responsible for use of the Developer Tools by anyone affiliated with such entity, including employees, agents, and contractors. By using the Developer Tools, you accept all of the provisions of this Agreement and represent to us that you are at least 18 years of age and legally competent to enter into and agree to this Agreement. If you do not agree to this Agreement, you may not use the Developer Tools. THIS AGREEMENT INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE DEVELOPER TOOLS. BY USING ANY OF THE DEVELOPER TOOLS, YOU AGREE TO THESE PROVISIONS.

Definitions. “Application” means our software-as-a-service web-based primary care technology platform. “Developer Tools” means APIs and SDKs made available to you by us, as well as all accompanying and related source code, executables, documentation, and content. “Connected Services” means web or other software applications that you develop that use or interact with Developer Tools. “API” means an application programming interface developed and enabled by us that permits our customers and other third parties to access certain functionality provided by the Application. “SDK” means any software development kit related to the Application developed and enabled by us. Rights Granted. We grant you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the term of this Agreement to use and make calls to Developer Tools to develop, implement, release, and support Connected Services that are capable of exchanging information with the Application. You agree we may limit, suspend, or revoke your access to or use of Developer Tools, and make modifications to or deprecate Developer Tools, at any time for any reason, with or without notice. Your Responsibilities. Connected Services do not in any way inherit government clearance or other regulatory approval solely by integrating with or incorporating the Application. You (not us) are solely responsible for ensuring Connected Services comply with all applicable laws, including those governing use in a health care setting. You agree you will comply with, and will ensure the Connected Services will comply with, policies and other restrictions we have implemented from time to time regarding use of Developer Tools. You agree to not and will not attempt to, under any circumstances, repackage or in any way resell the Application, in whole or in part, using the Developer Tools or any other method, in each case without our specific written permission. You agree not to share with any third party, and to securely store, any credentials we provide for you to use Developer Tools. Unless otherwise specifically agreed by us, you are solely responsible for the accuracy, completeness, quality, integrity, legality, reliability, and appropriateness of the Connected Services, as well as the security and integrity of data processed by the Connected Services. Without limiting the foregoing, you (not us) are responsible for (a) the technical installation and operation of Connected Services; creating and displaying information and content on, through or within Connected Services; (c) ensuring that Connected Services do not violate or infringe the another’s intellectual property rights; (e) ensuring Connected Services do not contain or introduce malicious code into the Application, or any data processed by the Application; and (f) ensuring Connected Services are not designed to or utilized for the purpose of spamming any Application end users. Disclaimer of Warranties, Limitation of Liability. THE DEVELOPER TOOLS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT WE DO NOT WARRANT THAT THE DEVELOPER TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL WE, OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY YOU OR A THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE DEVELOPER TOOLS, REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE DEVELOPER TOOLS, WILL IN NO EVENT EXCEED ONE HUNDRED DOLLARS ($100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM. Indemnification. You agree to defend or settle, and to indemnify us and hold us harmless from, any claim brought by a third party against us arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by you or any matter which you have agreed to be responsible for under this Agreement. Arbitration and Class Action Waiver. This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below. Informal Process First. You agree that in the event of any dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action. Arbitration Agreement. Under this Agreement, you agree that any dispute, claim, or controversy arising out of or relating to this Agreement your use of the Developer Tools, or relating in any way to the communications between you and us or any other user of Use will be finally resolved by confidential binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in San Francisco, California, or another forum mutually agreed upon by you and us. The arbitration will be conducted according to the JAMS Expedited Procedures for arbitration by a single arbitrator nominated jointly by you and us. If JAMS is not hearing consumer commercial disputes at the time, we may select another arbitral body at its sole discretion. The arbitrator’s award will be binding and may be entered as a judgment in a court of competent jurisdiction. This clause shall not preclude us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or to seek injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, or patents. This arbitration agreement does not (a) govern any Claim by us for infringement of our intellectual property or access to the Developer Tools that is unauthorized or exceeds authorization granted in this Agreement or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a Class Action. This arbitration provision will survive any termination of these this Agreement.

Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this Class Action waiver is found to be unenforceable, then the entirety of this Arbitration and Class Action Waiver Section, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and us each waive any right to a jury trial.

Ownership. Subject to the licenses and rights specified in this Agreement, nothing in this Agreement transfers or assigns to us any of your intellectual property rights in the Connected Services or your trademarks, logos, or other brand insignia nor does this Agreement transfer or assign to you any of our intellectual property rights in the Application and Developer Tools or our trademarks, logos, or other brand insignia. Support. This Agreement does not entitle you to receive from us any technical, customer, or sales support of the Application, Developer Tools, or Connected Services. You (not us) are solely responsible for providing technical assistance and other support related to the Connected Services. Miscellaneous. This Agreement constitutes the entire agreement between you and us regarding your use of the Developer Tools. If any term or provision of this Agreement is found to be invalid, illegal or otherwise unenforceable, such a finding will not affect the other terms or provisions of this Agreement, but such a term or provision will be deemed modified to the extent necessary to render such a term or provision enforceable, and the rights and obligations of you and us will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in this Agreement. Your obligations pursuant to this Agreement will survive termination of your use of the Developer Tools. The JAMS Rules and the laws of the State of California, excluding its conflicts of law rules, governs this Agreement and your use of the Developer Tools. Your use of the Developer Tools may also be subject to other local, state, national, or international laws.