Terms of use.

Last edited: September 2024

Please read these Terms of Service (“Terms”) carefully. These Terms are a legal agreement between You and Artificial Intelligence in Medicine, LLC d/b/a DOCipher (“DOCipher,” “We”, “Our” or “Us”) governing Your access to and use of the Services. If You are using the Services on behalf of a business or entity, You acknowledge and agree that You have such authority to bind such business or entity and that such business or entity accepts these Terms. 

By accessing or using the Services, You agree to be bound by these Terms and all additional terms incorporated by reference. If You do not agree to any portion of these Terms, do not access or use the Services. 

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Definitions

1. “DOCipher Reviewer” means the health care professional that will review your User Submission.

2. “Registered User” means an individual that creates an account for the Services. 

3. “Services” means the technology platform provided by DOCipher, including the Website and mobile application owned and operated by DOCipher, collectively. 

4. “Services Fees” means the money charged to Your account for subscription plan selected by You, as described in the Subscription page. All Services Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You are solely responsible for payment of all such taxes, levies, or duties.

5. “Transaction” means submission of Your User Submission and the sharing of information about Your User Submission by a DOCipher Reviewer that is being conducted through the Services.

6. “Updates” means any update, upgrade, release, or other adaptation or modification of the Services that DOCipher may provide to You from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Services.

7. “Visitor” means any individual that accesses the Website or mobile application. 

8. “Website” means decipher.com.

9. “You” means a Registered User and Visitor, collectively.

No Medical Advice. 

1. No Medical Advice. The Services, Transactions, and Services Content do not provide medical, diagnosis, or professional treatment and do not constitute the practice of medicine or rendering of medical or other healthcare services. DOCipher is a provider of the Services (i.e., a technology platform) and not a licensed medical professional. The Services, Transactions, and Services Content are for educational and informational purposes only and are not a substitute for the professional judgment of a healthcare professional. Services Content is general in nature and does not address the circumstances of any individual. Services User’s use of the Services (including, but not limited to, Transactions) does not establish a physician-patient relationship or any other type of professional relationship with DOCipher or DOCipher Reviewers. If You think You are experiencing a medical emergency, call Your doctor or 911 immediately. DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING CARE FROM YOUR HEALTHCARE PROVIDER OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION YOU RECEIVED THROUGH THE SERVICES.

2. Relationship with DOCipher Reviewers. The Services provide an online venue that You can use to submit User Submissions to a DOCipher Reviewer for a Transaction. The DOCipher Reviewers are independents contractors who are neither DOCipher’s employees, nor agents, nor representatives. The Services are limited to enabling You and DOCipher Reviewers to connect, while the information provided by the DOCipher Reviewers themselves are the responsibility of the DOCipher Reviewer who provides them. While we hope the DOCipher Reviewer’s information is beneficial to You, You understand, agree and acknowledge that DOCipher Reviewers do not have complete picture of your health or medical information and therefore may not be the appropriate information under your particular circumstances.

Use of the Services. 

1. License. Subject to these Terms, DOCipher grants You a non-transferable, non-exclusive, revocable, personal, non-sublicensable, limited license to use and access the Services. The rights granted to You in these Terms are subject to the restrictions in these Terms.

2. Use of Artificial Intelligence/Machine Learning. With Your consent, We will use Your User Submissions and Transactions in anonymized form to improve the Services and train Our algorithms and other analytical code and technology.

3. Modification. DOCipher reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to You. You agree that DOCipher will not be liable to You or to any third-party for any modification, suspension, or discontinuation of the Services or any part thereof.

4. Restrictions. You are prohibited from using the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate Our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent Your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to Us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law; and (xii) encouraging or assisting a third-party to do any of the foregoing. 

5. Acceptable Use. In addition to the restrictions outlined in Section 2.3 (Restrictions), You agree that You will not use the Services for Transactions related to any illegal activity or unlawful purpose, and will not encourage any other person to use the Services for any illegal activity or unlawful purpose. [You acknowledge and agree that the purpose of the Services are to provide a technology platform to connect You to a DOCipher Reviewer, so such DOCipher Reviewer can provide education and general information related to Your User Submission applicable to the Transaction.]

6. Review. You are solely responsible for Your use of the Services and DOCipher does not control, endorse, or approve Your use of the Services or any Transaction, and is not responsible for Your use of the Services or Transaction. DOCipher is not responsible for any human error caused by You, DOCipher Reviewer, or any third party. You agree and understand that DOCipher Reviewers are independent contractors of DOCipher. DOCipher is not obligated to prescreen Your use of the Services or any feedback provided by a DOCipher Reviewer in the course of a Transaction, and We do not regularly monitor use of the Services or Transactions. However, We may choose, in Our sole discretion, to review Your use of the Services, any Transaction, and any communication between You and a DOCipher Reviewer through the Services. If We identify a use or Transaction that potentially violates these Terms, We may review the Transaction more closely before allowing it to proceed. When this happens, a hold will be placed on the Transaction, and You will be notified in accordance with Your notification preferences. If We do not clear the Transaction, We will cancel it, unless We are legally required to take other action. DOCipher may, in its sole discretion, terminate Your use of the Services and Your account for any use or Transaction that violates these Terms. 

Term and Termination. 

1. Term. These Terms will be effective on the date You complete the registration of Your account, which will also be the first day of Your billing cycle, and will remain in full force and effect on an annual basis until You delete Your account or until We terminate Your account in accordance with the provisions of these Terms (the first twelve (3) month period being the “Initial Term” and any subsequent twelve (3) month period being a “Renewal Term,” and collectively, the “Term”). UNLESS YOU CHANGE OR CANCEL YOUR SUBSCRIPTION PRIOR TO EXPIRATION OF THE INITIAL TERM OR CURRENT RENEWAL TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR A SUBSEQUENT RENEWAL TERM ON THE SAME SUBSCRIPTION PLAN AND FOR A SUBSEQUENT 3 MONTH TERM. All Renewal Terms are subject to the applicable Services continuing to be offered and will be subject to the then-current Services Fees applicable to the renewed Services.

2. Termination. You can terminate these Terms by deleting Your account. DOCipher reserves the right to terminate or suspend Your account and/or our Services to You at any time and for any reason upon notice to You. [If We terminate or suspend Your account without cause, We will refund a prorated portion of Your monthly or annual prepayment (as applicable).] We will not refund or reimburse You if we terminate Your account for cause, including (without limitation) for a violation of these Terms. If You do not log in to Your account for twelve (12) or more months, We reserve the right to designate Your account as "inactive" and delete the account and/or all of Your User Submissions and Transactions associated with it.

3. Effect of Termination. Upon termination of these Terms, Your right to use the Services will automatically terminate with immediate effect. Once You terminate Your account, Your User Submissions and Transactions maintained by us may be deleted and access to Your account will be terminated. Except where an exclusive remedy may be specified in these Terms, the exercise by either Party of any remedy, including, but not limited to, termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

4. Services Content. The Services are provided to You as a convenience and for Your information only. Your use of the Services is at Your own risk. DOCipher does not warrant or represent that: (i) any materials, summaries of medicines and/or diagnosis, documents, recommendations, images, graphics, shareable links, design, audio, video, and any other information provided from on the Services (collectively, the “Services Content”)  is accurate or complete; (ii) the Services Content is up-to-date or current; (iii) DOCipher has any obligation to update the Services Content; (iv) the Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Services Content is free from changes caused by a third party; (vi) Your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete.

5. Feedback. The Services may now or in the future permit You to upload or post to the Services or otherwise submit to Us in various forms of reviews, ratings, feedback, questions, comments, and suggestions (collectively, “Feedback”). We do not claim ownership in Your Feedback. However, by submitting any Feedback, You hereby grant (and You represent and warrant that You have the right to grant) to DOCipher an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit Your Feedback in any manner DOCipher deems appropriate. You will not have or obtain any rights in or to any form, media, or technology incorporating any of Your Feedback. You agree that You will not submit to DOCipher any information or ideas that You consider to be confidential or proprietary. You further acknowledge that DOCipher will be entitled to unrestricted use of Your Feedback for any purpose whatsoever, commercial or otherwise. You are solely responsible for Your Feedback and assume all risks associated with Your Feedback, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of Feedback that personally identifies You or a third-party. DOCipher cannot guarantee any confidentiality with respect to any Feedback. We reserve the right (but have no obligation) to review any Feedback, and to investigate and/or take appropriate action against You in Our sole discretion if You violate these Terms or otherwise create liability for Us or any other person.  

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Registered User Accounts.

1. Eligibility. To create an account for the Services, Registered Users must be a resident of the United States and at least eighteen (18) years of age. All features of the Services are only  available for use in the United States. We do not collect personally identifiable information from any person that we know to be under the age of thirteen (13).  Specifically, the Services is not intended or designed to attract children under the age of thirteen (13).  You affirm that You are more than eighteen (18) years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, You affirm that You are over the age of thirteen (13), as THE SERVICES ARE NOT INTENDED FOR CHILDREN UNDER THIRTEEN (13).

2. Creation. To participate in certain features of the Services, You are required to create an account and provide certain information about Yourself. You agree that any information furnished to DOCipher in connection with Your account is true, accurate, complete, up-to-date, and solely Yours. You may not impersonate, imitate, or pretend to be someone else when creating an account. If any of Your information changes, You must promptly update it. DOCipher shall have no liability associated with or arising from Your failure to maintain accurate, complete, or up-to-date information within Your account. DOCipher reserves the right to suspend or terminate Your account and access to the Services for any reason.

3. Subscription Plans. When You create an account, You are required to select a Subscription Plan. You expressly acknowledge that downgrading Your Subscription Plan may cause the loss of features or other capabilities of Your account, and that DOCipher does not accept any liability for such loss. To change Subscription Plan, You must use the Change Subscription plan feature in Your Profile, under Setting. We may make available certain features of the Services free of charge or a free Subscription Plan subject to Your agreement to these Terms. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICES PROVIDED DURING A FREE TRIAL PERIOD OR UNDER A FREE SUBSCRIPTION PLAN IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.

4. Security. You are entirely responsible for maintaining the security of Your account login information and are fully responsible for all activities that occur under Your account. You agree not to give or make available Your account login information to any unauthorized individual(s). If You believe Your account has been compromised, You must notify DOCipher immediately at the contact information set forth at the end of these Terms. DOCipher will not and cannot be liable for any loss or damage arising from Your failure to comply with these security requirements. 

5. Closing Your Account. You may close Your account and terminate Your relationship with DOCipher at any time and without cost. However, You will remain liable for all obligations related to Your DOCipher account even after Your account is closed. In certain instances, You may not close Your account. These instances include: (i) to evade an investigation; (ii) if You owe amounts to DOCipher; (iii) if Your account is subject to a hold, limitation, or reserve; or (iv) if prohibited by law, subpoena, or court order. 

6. User Submissions. [When using the Services, You may have the ability to submit content (including, but not limited to, information about medical diagnosis, medical conditions, prescription medication) for input by a DOCipher Reviewer (“User Submission”).]  As part of the user submission, we prohibit including personally identifiable information. Please remove all references to names, dates, places. You are solely responsible for Your User Submission. DOCipher and the DOCipher Reviewer is not responsible for evaluating the accuracy, truthfulness, usefulness, legality, safety, morality, or applicability of any content posted by Registered Users in connection with a Transaction and DOCipher does not endorse, guarantee, make representations or provide warranties regarding any such content. DOCipher may, in its sole discretion, reject or remove any content that violates these Terms below or for any other reason We deem the content inappropriate. DOCipher shall have no obligation to monitor content posted, uploaded or submitted by a user, but may do so at its sole discretion. DOCipher is not responsible for any failure or delay in removing any such content.

7. Your Responsibility. You are responsible for all activities conducted by You or through Your Account on the Services. You shall (i) have sole responsibility for the accuracy, quality, and legality of User Submissions and the right to provide the information contained in the User Submission for the purposes of these Terms and use with the Services (including ensuring the receipt of all licenses, permissions, and/or consents from individuals and other third parties as may be necessary in order to provide User Submission for the purposes contemplated in these Terms and the Services); (ii) be solely responsible for maintaining a back-up of all of Your User Submissions and Transactions that is stored outside of the Services; and (iii) prevent unauthorized access to, or use of, the Services and notify DOCipher promptly of any such unauthorized access or use.

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Services Fees.

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1. Services Fees. You agree to pay the applicable Service Fees listed on and in accordance with the Price page associated with Your Subscription Plan. You must pay the Services Fee in United States Dollars. Services Fees are due on the first day of Your Term. If You do not pay a Services Fee when due, then DOCipher may suspend Your account until such Services Fee is paid. 

2. Taxes.  Services Fees invoiced pursuant to these Terms do not include, and may not be reduced to account for, any Taxes.  You are responsible for paying all Taxes imposed on the Services or any other services provided under these Terms.  If DOCipher has a legal obligation to pay or collect Taxes for which You are responsible under these Terms, the appropriate amount shall be computed based on Your address listed in Your account profile, and charged to and paid by You, unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

3. Late Payment. Except for Services Fees that the You have successfully disputed, the balance of any unpaid Services Fees shall bear interest of 1.5% per month after the payment due date.  You shall also reimburse DOCipher for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

4. Increase of Services Fees. We may increase the Services Fees applicable to Your Subscription Plan by providing You with notice thereof through the Services, at least (30) calendar days prior to Your Renewal Term. If You do not agree to the increase of Services Fees, You must delete Your account before such increase in Services Fees becomes effective.

5. Billing. Services Fees are billed to You on a monthly or annual basis, as specified by Your Subscription Plan. Services Fees will be automatically billed to Your payment method on file for each Renewal Term unless You terminate in accordance with these Terms. We utilize a third-party payment processor to collect and process Services Fees. You agree to provide accurate and complete payment information so that DOCipher and our payment processor can complete the payment. By providing a payment method, You hereby represents that: (i) You are authorized to use the provided payment method; (ii) the payment method information is true and accurate; and (iii) You authorize DOCipher to charge You using the provided payment method, including on a recurring basis.

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System Requirements. 

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1. Requirements. Use of the Services requires a compatible device and Internet access and may require obtaining updates or upgrades from time to time. Because Your use of the Services involves hardware and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. You acknowledge that such hardware and Internet is Your responsibility and DOCipher is not responsible for any charges associated with Your use of the Services.

2. Updates. So long as DOCipher does not materially degrade the functionality of the Services during the applicable Term: (i) DOCipher may Update the Services to reflect changes in technology, industry practices, and patterns of system use; and (ii) update these Terms, accordingly. Subsequent Updates to the Services made generally available to You will be made available to You at no additional charge, but the purchase of the Services is not contingent on the delivery of any future functionality or features. New features, functionality, or enhancements to the Services may be marketed separately by DOCipher and may require the payment of additional Services Fees. DOCipher will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require additional Services Fees.

3. Mobile Application. You acknowledge and agree that availability of the mobile application is dependent on the third-party platform (the “App Store”) from which You downloaded the Services. You acknowledge that these Terms are between You and DOCipher and not with an App Store. Each App Store may have its own terms and conditions to which You must agree before downloading the DOCipher mobile application from it. You agree to comply with such App Store terms and conditions, and Your license to use the mobile application is conditioned upon Your compliance with such App Store terms and conditions. To the extent that such other terms and conditions from such App Store are less restrictive than or otherwise conflict with the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply. 

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Copyright.

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1. If You believe that another user of the Services is unlawfully infringing copyrighted material(s) and wish to have the allegedly infringing material(s) removed, You must provide notice to Our designated Copyright Agent at [●]. Please ensure that Your notice includes: (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit Us to locate the material on the Services; (iv) Your address, telephone number, or email address; (v) a statement that You have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (vi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant You are authorized to act on behalf of the copyright owner; and (vii) Your physical or electronic signature.

2. A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with Us, please provide Our Copyright Agent a notice containing the following: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) Your name, address, and telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your postal address is located, and that You will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of You or a person authorized to act on Your behalf.

3. We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification and inform the complaining party that We restore the removed or disabled content within ten (10) business days. If We do not receive notice that a lawsuit has been filed within ten (10) business days after We provide notice of the counter-notification, We will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with Us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should You file a takedown notice where there is no infringing use. If You are unsure whether there is infringement, it may be advisable to seek legal counsel.

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NO WARRANTIES.

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1. THE SERVICES, TRANSACTIONS, AND SERVICES CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND DOCIPHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR SERVICES CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES OR SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 

2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

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LIMITATION OF LIABILITY. 

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1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DOCIPHER  BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SERVICES CONTENT, PERSONAL INJURY OR DEATH, EVEN IF DOCIPHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND SERVICES CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM. 

2. TO THE FULLEST EXTENT PERMITTED BY LAW, DOCIPHER’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR ACCESS TO AND USE OF THE SERVICES AND/OR THE SERVICES CONTENT WILL BE THE TOTAL SUBSCRIPTION SERVICES FEES PAID TO DOCIPHER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING ARISE TO THE ACTION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. DOCIPHER IS NOT LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE SERVICES, SERVICES CONTENT, OR TRANSACTIONS. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES, SERVICES CONTENT, OR TRANSACTIONS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

3. Indemnification. You agree to indemnify, defend, and hold DOCipher, Our licensors, Our licensees, and Our and their employees, service providers, affiliates, subsidiaries, parents, and agents) (collectively, “Indemnified Parties”) harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) (collectively, “Claims”) assessed or incurred by Us, directly or indirectly, with respect to or arising out of: (i) Your violation of these Terms; (ii) Your use of the Services, Transactions, or Services Content; (iii) Your violation of applicable laws, regulations, or third-party rights; (iv) Your Feedback; (v) Your willful misconduct, fraud, or negligence; and (vi) any introduction by You of any virus, worm, code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program, or sub-program, or to halt, disable, or interfere with the operation of the software, code, program, or sub-program, itself; adware, spyware, Internet bots, malware, bugs, web bugs, or other surreptitious code in Our licensors’ or licensees’ computer environment, network, or systems. DOCipher reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify an Indemnified Party, and You agree to cooperate with Our defense of these claims. You agree not to settle any matter without the prior written consent of DOCipher. DOCipher will use reasonable efforts to notify You of any such claim, action or proceeding, upon becoming aware of it.

4. Intellectual Property. Excluding any Feedback that You may provide, You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, service marks, logos, and trade secrets in the Services and Services Content are owned by DOCipher. Neither these Terms, nor Your access to or use of the Services, transfers to You or any third-party any rights, title, or interest in or to such intellectual property rights. DOCipher reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.

5. Governing Law. All matters arising out of or relating to these Terms, the Services, or Services Content will be governed and construed in accordance with the laws of the State of [Florida], without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in [Sarasota] County, [Florida] with respect to any action arising in connection with these Terms, the Services, Transactions, or Services Content. 

6. Mediation and Arbitration.  Unless the parties otherwise mutually agree in writing, You agree to resolve all disputes, claims and controversies (including without limitation the arbitrability thereof) between You and DOCipher, or any of their officers, members, managers, employees, parent, subsidiary or affiliated entities, successors and assigns (collectively, the “DOCipher Parties”), including without limitation disputes, claims, or controversies arising out of or relating to these Terms, the Services, Services Content, Transactions, or any other matter in dispute between You and any of the DOCipher Parties, by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect on the date of commencement of the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that any of the DOCipher Parties may enforce this agreement to require You to arbitrate.  The arbitration hearing shall take place in Sarasota, FL, at the offices of counsel for DOCipher.  At least 120 days before the arbitration hearing, the Parties shall conduct a mediation in Sarasota, FL, using a mediator selected by the written agreement of the Parties or, if the parties cannot agree, by the arbitrator.  The parties shall bear their own attorneys’ fees and their own mediation, litigation, and arbitration expenses, and the arbitrator shall have no authority to award or redistribute such fees and expenses to any party to the arbitration.  This agreement to arbitrate shall be subject to the Federal Arbitration Act.

7. Class Action Waiver.  To the fullest extent permitted by applicable law, each party waives the right to litigate or arbitrate any dispute, claim, or controversy as a class action, either as a member of a class or as a class representative, or to act as a private attorney general.

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General Provisions

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1. Age Restriction. You affirm that You are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.  

2. Privacy. DOCipher collects, uses, and shares personal information collected through the Services in accordance with its Privacy Policy [hyperlink].

3. Third-Party Links. The Services may include links and other content provided by third-parties (“Third-Party Content”). Third-Party Content is provided for Your convenience and information only. Third-Party Content is not under the control of DOCipher and DOCipher is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by DOCipher. Use of any Third-Party Content is at Your own risk.

4. Local Laws. DOCipher makes no representation that the Services or Services Content is appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If You choose to access the Services from other jurisdictions, You do so at Your own risk and are responsible for compliance with applicable local laws. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.

5. Miscellaneous. These Terms constitute the entire agreement between You and DOCipher regarding the Services and Services Content. Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  

6. Changes. DOCipher may revise these Terms or the Services, or stop providing the Services, at any time and without notice to You. DOCipher encourages You to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Services after such posting constitutes Your consent to be bound by the Terms, as amended.

7. Contact. For questions on these Terms, please contact DOCipher at info@docipher.com