Terms & Conditions

REGISTERED USER AGREEMENT

This Registered User Agreement is made between OCULOGYX INC., a Wyoming corporation (“Company”), and any person (“User”) who is authorized to register with the Company to access and use the GenA Eye™ Database Software and Website as defined below. Company and User are collectively referred to as “parties”.

The Company reserves the right to modify this Agreement at any time and without prior notice by posting amended terms on the Website. User's continued use of the GenA Eye™ Database and Software and restricted features of the Website indicates User's acceptance of the amended Registered User Agreement.

BY CLICKING THE "I ACCEPT" BUTTON OR ACCESSING OR USING ANY PART OF THE GENAEYE DATABASE SOFTWARE OR OTHER RESTRICTED FEATURES OF THE WEBSITE, USER INDIVIDUALLY AND ON BEHALF OF THE ENTITY FOR WHOM USER IS AUTHORIZED TO ACCESS THE GENAEYE DATABASE SOFTWARE OR OTHER FEATURES OF THE WEBSITE EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THE TERMS OF USE, AND THE PRIVACY POLICY GOVERNING THE USE OF THE WEBSITE WWW.OCULOGYX.AI. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USER MAY NOT ACCESS OR USE ANY PART OF THE GENAEYE DATABASE SOFTWARE OR OTHER RESTRICTED FEATURES OF THE WEBSITE.

Description of GenA Eye™

(a) GenA Eye™ is a proprietary cloud-based database of identifying markers, conditions, factors, and other information related to eye health and eye conditions (“Database”) and proprietary software that uses Augmented Intelligence to enable health care practitioners to search the database and narrow the scope of such searches to identify subsets of eye conditions, which allows such practitioners to more efficiently review, understand, and provide data-backed support for informed decisions regarding eye health and eye conditions of their patients (“Software”). The GenA Eye™ Database and Software were developed by and are owned, operated, and maintained by the Company. The GenA Eye™ Database and Software are proprietary to Company and are protected by intellectual property laws.

(b) Company and registered users of WWW.OCULOGYX.AI (the “Website”) will be able to upload data, images, including topographies of patients' eyes, and other eye health data pertaining to patients (collectively “Data”) to the Database. All Data uploaded to the GenA Eye™ database shall not contain any "Protected Health Information" (as that term is defined in the HIPAA privacy rule at 45 C.F.R. §160.103) and shall be de-identified in accordance with 45 C.F.R. §164.514(b) of the HIPAA privacy rule (“De-Identified”). Users who upload such Data shall be solely responsible for ensuring all Data is De-Identified prior to uploading it to the Database. For the avoidance of doubt, De-Identified health information neither identifies nor provides a reasonable basis to identify an individual.

(c) User agrees to comply with applicable privacy laws and the Content Standards set forth in the Terms of Use in connection with any content posted to the Website by User, including but not limited to blogs, discussion boards, or other interactive features of the Website. The Company has the right in its sole discretion, but not the obligation, to remove any content posted to the Website by a User.

(d) By submitting Data and other content to the Database and Website, User acknowledges and agrees that such Data and content is available to the public, and User hereby grants to the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, and sublicensable right and license to use, copy, reproduce, modify, distribute, publish, translate, create derivative works from, and process such Data and content in whole or part in other works in any form, media, or technology now known or later developed without any further consent, notice, and/or compensation to User or others. Nothing in this Agreement shall restrict the right of Company from the sale, lease, license, or other transfer of the Data or from publishing, disseminating, or otherwise disclosing the Data individually or in the aggregate with other Data received by the Company.

(e) Only the following persons will be authorized to access the GenA Eye™ Database and Software and other restricted features of the Website: individuals 18 years or older; residents of the United States; persons who are registered with the Company; and persons who execute this Agreement and pay the monthly Subscription Fee. Access to and use of the GenA Eye™ Database and Software is meant for health care professionals for purposes of providing data-backed support for informed decisions regarding eye conditions and for other research, public health, or health care operations as determined by the Company in its sole discretion, subject to compliance with applicable law. Any transactions which may arise between users from their use of the Database, Software, or Website (e.g., clinical decisions regarding a patient) are the sole responsibility of the users involved in such transaction.

(f) User agrees to provide the Company and its third-party payment processor with accurate and complete information, including User's name, address, telephone number, email address, and credit card number (collectively "Registration Information") and to promptly update such information as necessary. User is solely responsible for ensuring all Registration Information is current and accurate. Failure to comply with this provision may, at the Company's sole discretion, result in the immediate suspension or termination of User's right to access and/or use the Database, Software, and other restricted features of the Website.

Grant of License

(a) Company hereby grants to User a non-transferable, non-assignable, non-exclusive, revocable license to access and use the GenA Eye™ Database and Software and other restricted features of the Website, subject to the terms of this Agreement, the Website Terms of Use, and Privacy Policy, and subject to the payment of a monthly subscription fee as set forth herein ("License"). User acknowledges that no license is granted to User in the source code of the GenA Eye™ Software. User shall not have the right to sell, assign, transfer, rent, lease, license, or sublicense GenA Eye™; copy, distribute, display, perform, modify, or create derivative works from the GenA Eye™ Database, Software, and Website, or circumvent any digital rights management or copyright management protection associated with the GenA Eye™ Database, Software, and Website.

(b) User acknowledges that except for the use rights granted in this Section 2, no intellectual or any other proprietary rights are granted, transferred, or assigned through this Agreement. All intellectual property rights, including but not limited to patents, copyrights, trade secrets, and trademarks used or embodied in or in connection with the Database and Software and other restricted features of the Website are and remain entirely with the Company. The GenA Eye™ Database and Software are protected by copyright and other intellectual property laws and by international treaties.

(c) User agrees not to transfer or assign the License granted herein or this Agreement to another party without the prior written consent of Company. If such consent is given and User transfers or assigns the License and/or this Agreement, then User agrees that User's access to and use of the GenA Eye™ Database, Software, and other restricted features of the Website shall be terminated effective as of the date of transfer or assignment of this License.

(d) If User is an entity (e.g., corporation, limited liability company, partnership, etc.) and seeks to register multiple individuals to obtain access to and use of the GenA Eye™ Database, Software, and restricted features of the Website, such entity must register the entity and each individual as a user and shall be obligated to pay the Subscription Fee on behalf of the entity and each user.

Limitations to Use/Access; User Obligations

(a) Security. User will be solely responsible for (i) the security, confidentiality, and integrity of all Data and other content that User posts to the GenA Eye™ Database and the Website, and (ii) any authorized or unauthorized access to User's account by any person. Company, its affiliates, subsidiaries, members, managers, directors, officers, employees, successors, and assigns will have no obligation or responsibility for the content or accuracy of Data or other content uploaded to the Database or Website by User.

(b) Privacy. Access to and use of the Database, Software, and Website is subject to the Privacy Policy governing the Website.

(c) Accessibility. User agrees that from time to time the GenA Eye™ Database, Software, and Website may be inaccessible or inoperable for any reason, including without limitation (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company.

(d) Citation. User agrees to use the following citation in all references to the Database and the Data obtained through the Database and/or the Software in all published papers and technical reports: "GenA Eye™ owned and operated by OCULOGYX INC. – WWW.OCULOGYX.AI".

(f) Further Restrictions. All reproduction, downloading, and electronic storage of Data and other materials retrieved through the Database and/or Website shall be for internal or personal use and in accordance with the doctrine of "fair use" as defined under federal law. Downloading all or parts of the Database in a systematic or regular manner so as to create a collection of materials comprising all or part of the Database is strictly prohibited, whether or not such collection is in electronic or print form. The User shall take all reasonable precautions to limit the usage of the Database, Software, and Website to those specifically authorized by this Agreement.

(g) Equipment. User will be solely responsible for providing, maintaining, and ensuring compatibility with the GenA Eye™ Database, Software, and Website, including all hardware, software, electrical, and other physical requirements for User's use of the GenA Eye™ Database, Software, and Website, including without limitation telecommunications and internet access connections and links, web browsers, or other equipment, programs, and services required to access and use the GenA Eye™ Database, Software, and Website.

User Representations

Subscription Fee

Access to and use of the GenA Eye™ Database, Software, and other restricted features of the Website are subject to a monthly subscription in accordance with the terms of this Agreement. User shall pay a monthly subscription fee ("Subscription Fee") of ___________________ Dollars ($___________.__) to the Company. The Subscription Fee is non-refundable and subject to change upon sixty (60) days written notice to User by Company. User's continued enrollment in the subscription after the changes become effective will constitute User's acceptance of the changes. If User does not wish to continue its subscription at the revised rates, User must notify the Company in writing in accordance with Section 8 of this Agreement; otherwise, the revised rate will apply on and from the date set forth in the notice.

Payment Terms

(a) Third Party Payment Processor. Company uses a third-party vendor Stripe Inc. (“Stripe”) to facilitate the payment of the Subscription Fee. The payment processing services provided by Stripe are subject to Stripe's privacy policy, terms of use, and other terms of sale as may be modified from time to time (see https://stripe.com/privacy). By signing this Agreement, User agrees to be bound by Stripe's terms of use, privacy policy, and other terms of sale as they may be modified by Stripe from time to time. The Company assumes no liability or responsibility for any payments that User may make through Stripe, and all such payments are non-refundable.

(b) Payments Due in Advance. The Subscription Fee is due in advance and is payable on or before the first day of each month. The monthly Subscription Fee will be prorated for any partial months.

(c) Past Due Payments. The Subscription Fee is considered late if payment is not received within five (5) days of the due date. Late payments are subject to interest charges of twelve percent (12%) per annum on the unpaid balance (or the maximum rate allowed by applicable law if such rate is less than 12%). The Company reserves the right to terminate User's access to the GenA Eye™ Database, Software, and other restricted features of the Website for failure to timely pay the Subscription Fee.

(d) Credit Card Payments. Users must keep an active credit card on file and must complete and sign the Automatic Credit Card Billing Authorization attached hereto as Schedule 1. By signing the Authorization, User authorizes the monthly Subscription Fee to be charged to User's credit card during the term of this Agreement. If User's credit card is expired or no longer works, User shall promptly notify the Company of updated credit card information. If the Company is unable to obtain updated credit card information, the Company may terminate this Agreement and User's access to the GenA Eye™ Database, Software, and other restricted features of the Website.

(e) Payment Authorization. By signing this Agreement, User agrees to pay the Subscription Fee in full each month during the term of this Agreement and authorizes User's credit card on file to be billed automatically each month by or on behalf of the Company until this Agreement has been terminated by either User or Company in accordance with the terms hereof. If the Subscription Fee is not paid when due in accordance with the terms of this Agreement or User's credit card cannot be processed for any reason, the Company reserves the right to suspend, cancel, or terminate User's subscription and access to the GenA Eye™ Database, Software, and other restricted features of the Website. User shall be responsible for paying all past due amounts.

Recurring Billing Policy

The Company's subscription model is a monthly recurring charge, and the monthly billing cycle begins on the first day of each month. By agreeing to Company's recurring billing terms, User hereby agrees to the following:

(b) User agrees and authorizes the payment method provided to be billed automatically each month for the entire term of this Agreement at the price and upon the terms set forth in this Agreement.

(c) If Company or Stripe is unable to secure payment from User's credit card for any reason, including without limitation due to insufficient funds or inaccurate information provided by User when submitting electronic payment, the Company may undertake further collection action and apply fees therefor to the extent permitted by law.

(d) User has the right to revoke this authorization by contacting the Company via email or through the Website no later than the fifteenth (15th) day of the month to cancel the next month's payment. User understands and acknowledges that User's right to access the GenA Eye™ Database, Software, and other restricted features of the Website may be canceled or withheld by the Company upon revocation of this authorization and that User is still responsible for all charges incurred by User pursuant to this Agreement.

(e) This authorization will remain in full force and effect until revoked by User or the Company. User acknowledges and agrees that User will not dispute the payment with the credit card company as long as the transactions comply with the terms stated in this Authorization and the Agreement.

Termination

(a) Commencement of Term. This Agreement is effective upon User's acceptance as set forth herein and will continue in full force until terminated as set forth herein.

(b) Termination by Company. A User's License to access the GenA Eye™ Database, Software, and Website may terminate at any time in Company's sole discretion. Company reserves the right in its sole discretion and without notice at any time to restrict access to the GenA Eye™ Database, Software, and Website to any User who fails to comply with the terms of this Agreement, the Terms of Use, the Privacy Policy, or any other written agreement applicable to User's access to and use of the GenA Eye™ Database, Software, and Website.

(c) Termination by User. User may terminate this Agreement at any time and for any reason by providing written notice to Company (by email or through the Website if available) at least fifteen (15) days prior to the commencement of User's next billing cycle to take effect prior to the next billing cycle. For the avoidance of doubt, if User seeks to cease use at the end of any given month, User must provide written notice of termination to the Company on or before the 15th day of that month.

(d) Effect of Termination. Upon termination of this Agreement, User will cease and desist from all use of the Database, Software, and Website and will uninstall, remove, and destroy all copies of the Database in the User's possession or control, including any modified or merged portions thereof in any form, and execute and deliver evidence of such actions to the Company upon request. User shall remain bound by those provisions of this Agreement which by their terms extend beyond the date of termination.

Disclaimer of Warranties & Guarantees

(a) The data contained in the Database is provided for information purposes only and does not constitute any form of advice, recommendation, representation, or endorsement. The Company does not guarantee and makes no warranties as to the accuracy, accessibility, integrity, and timeliness of this information. The Company assumes no liability or responsibility for any errors or omissions in the content of the Database or the Website and further disclaims any liability of any nature for any loss howsoever caused in connection with using the Database or the Website. The Company may make changes to the Database at any time without notice.

(b) THE GENAEYE DATABASE, SOFTWARE, AND WEBSITE ARE PROVIDED BY COMPANY AND ACCEPTED BY USER "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND AGAINST INFRINGEMENT. COMPANY DOES NOT WARRANT THAT ACCESS TO THE GENAEYE DATABASE, SOFTWARE, AND WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY WEBSITE OR APPLICATION THAT MAKES THE GENAEYE DATABASE, SOFTWARE, AND WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION OR GUARANTEE REGARDING USE OR THE RESULT OF USE OF THE GENAEYE DATABASE, SOFTWARE, AND WEBSITE IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. COMPANY WILL NOT BE LIABLE FOR ANY DELIVERABLES PROVIDED BY THIRD-PARTY VENDORS IDENTIFIED OR REFERRED TO THE USER BY COMPANY DURING THE TERM OF THIS AGREEMENT.

Limitation of Liability

(a) THE COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY BUSINESS DECISION TAKEN BY THE USER BASED ON THE DATA MADE AVAILABLE THROUGH THE DATABASE, SOFTWARE, OR WEBSITE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE DATABASE, SOFTWARE, AND WEBSITE REMAINS WITH THE USER.

(b) UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE GENAEYE DATABASE, SOFTWARE, OR WEBSITE GENERALLY, INCLUDING WITHOUT LIMITATION USER'S USE OR INABILITY TO USE THE GENAEYE DATABASE, SOFTWARE, OR WEBSITE, ANY CHANGES TO OR INACCESSIBILITY OF THE GENAEYE DATABASE, SOFTWARE, OR WEBSITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR OTHER CONTENT SENT OR RECEIVED, OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE WEBSITE, OR ANY DATA OR OTHER CONTENT FROM A THIRD PERSON ACCESSED ON OR THROUGH THE WEBSITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. IF USER IS DISSATISFIED WITH THE GENAEYE DATABASE, SOFTWARE, OR WEBSITE, USER'S SOLE AND EXCLUSIVE REMEDY WILL BE FOR USER TO DISCONTINUE USE OF THE GENAEYE DATABASE, SOFTWARE, OR WEBSITE AND TERMINATE THIS AGREEMENT.

Indemnification

Miscellaneous

(a) The parties agree that this Agreement constitutes a legal, valid, and binding obligation of Company and User, enforceable against Company and User in accordance with its terms.

(b) The relationship of the Company and User is that of independent contractors. Nothing in this Agreement and no course of dealing between the parties will be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties. Each of the parties is an independent contractor and neither Company nor User has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other party or otherwise act on behalf of the other.

(c) A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(d) This Agreement will be governed by and interpreted in accordance with the laws of the State of California without giving effect to the principles of conflicts of law of such state. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of California in the County of San Diego. User waives any and all objections to the exercise of jurisdiction over User by such courts and to venue in such courts.

(e) Each party recognizes that any actual or threatened breach of this Agreement may cause irreparable harm and be exceptionally difficult to quantify, such that each party will be entitled to injunctive relief or a decree of specific performance upon a proper showing of such a violation without the necessity of demonstrating actual monetary damage.

(f) If any provision or portion of this Agreement is rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

(g) The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or modification of such provision or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

(h) User may not assign, sublicense, or transfer (in insolvency proceedings, by mergers, acquisitions, or otherwise) any right or obligation under this Agreement without the prior written consent of the Company, which consent shall be at the Company's sole discretion. Any assignment or other transfer without Company's written consent shall be null and void. User hereby consents to Company assigning this Agreement in whole or in part. This Agreement shall be binding upon and inure to the benefit of the successors, permitted assigns, and legal representatives of the parties.

(i) User acknowledges that this Agreement is a legal document and creates certain rights and responsibilities. User also acknowledges having had reasonable time to seek legal advice regarding the Agreement and has either chosen not to do so or has done so and is satisfied with the terms and conditions of the Agreement. By signing this Agreement, User acknowledges and agrees that User is legally bound by its content.