[Nucleai Ltd.] (together with its affiliates and subsidiaries, “Nucleai” or “us”, “our”, “we”) provides an image analysis and biomarker discovery technology, which leverages real-world pathology, clinical and molecular datasets to better understand cancer biology, optimize patient stratification and improve patient care (the “Solution”).
Notwithstanding the foregoing, If you are a Customer and your access and use of the Solution is governed by a Customer services agreement, or any other agreement of similar nature (the “Customer Agreement“), then such Customer Agreement shall prevail over these Terms in case of any inconsistency solely with respect to your rights and obligations.
Use of Solution
Use of and access to the Solution and/or Site is void where prohibited. By accessing and using the Solution and/or Site, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Solution and/or Site will comply with and does not violate any applicable law, regulation, order or guideline; and (d) you are 18 years of age or older.
In order to sign up for the Solution you will create an account by providing us with certain information, including your name and password.
We reserve the right to refuse to allow a user to open or maintain an account or to sign up for the Solution in another way for any reason in our sole discretion. You may not provide false information during the registration process.
You should not reveal your password or other identifying information to other users. We will not ask you to reveal your password. If you forget your password, you can request to have a new password sent to your registered e-mail address. Your account is at risk if you let someone use it inappropriately and your account is subject to termination if you or anyone using your account violates these Terms. If your account is terminated, you may not join the Solution again without express permission.
You agree to immediately notify Nucleai of any unauthorized use of your account or password of which you become aware. You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not committed by you. Nucleai will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Nucleai harmless for any improper or illegal use of your account, including by someone to whom you have given permission to use your account. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Solution.
Termination of Account
You agree that Nucleai may for any reason, in its sole discretion and without notice, terminate your use of the Solution and/or your account, and remove from the Solution any content associated with you. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties, or the business interests of Nucleai, or (v) behavior that violates the privacy of other users or third parties.
If Nucleai believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Solution and/or Site. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Solution and/or Site. You may request termination of your Nucleai account at any time and for any reason by sending an email to firstname.lastname@example.org. Any suspension, termination, or cancellation shall not affect your obligations to Nucleai and its licensors under these Terms, including but not limited to ownership, indemnification, and limitation of liability, which by their sense and context are intended to survive such suspension, termination, or cancellation.
All elements comprising the Solution and Results (as defined below), including without limitation, the functionality, text, design, logos, graphics, icons and images, as well as all enhancements, bug fixes, improvements and modifications thereof, as well as all worldwide intellectual property rights in all of the foregoing, are the sole property of Nucleai or its licensors. Except as expressly permitted in these Terms, any use, reproduction, modification, distribution, transmission, republication, display or performance of the Solution or any Nucleai content is strictly prohibited. Trademarks, service marks and logos displayed on the Solution are the exclusive property of Nucleai unless otherwise stated and may not be used without the express written consent of Nucleai. All rights not expressly granted herein to the Solution and Results are reserved to Nucleai, its affiliates and its licensors.
You acknowledge and agree that we may use your input and content to further develop, improve and enhance the Solution including through the use of machine learning and you agree that improvements, modifications or enhancements to the Solution, including as created by the Solution through utilizing and processing your input and content, shall constitute the exclusive property of Nucleai. You further acknowledge that due to the nature of machine learning, any Results and/or deliverables will not necessarily be unique and the Solution may generate the same or similar Results and/or deliverables for different Customers and/or Users.
Nucleai further owns all intellectual property in the Site and its content including its overall appearance, graphics design and underlying source files. Without the prior written consent of Nucleai, you may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, scrape, mine, frame or use for any purpose the contents of the Site. No copyright notices, other intellectual property or legal notices or other identifying information may be removed from downloaded materials. Nothing contained in the Site should be construed as granting any license or right to use any of Nucleai’s intellectual property rights.
Nucleai does not request your feedback regarding the Solution and/or Site. Notwithstanding the foregoing, if you provide Nucleai with feedback regarding the Solution and/or Site, Nucleai shall not be subject to any non-disclosure or non-use obligations in respect of such feedback and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products,Solution and/or Site. It is clarified that any enhancements, bug fixes, improvements and modifications to the Solution and/or Site made on the basis of your feedback shall belong exclusively to Nucleai.
You agree that you will not act in any way or transmit any content that: (a) restricts or inhibits use of the Solution and/or Site; (b) solicits another person’s password or other Personal Information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes or results in the infringement of Nucleai or any other third parties’ intellectual property, privacy or other rights; (e) is, or you reasonably believe, or should reasonably believe to be illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves or you reasonably believe or should reasonably believe to involve any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc.
The software and technology underlying the Solution and/or Site is the property of Nucleai, and you may not do or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Solution and/or Site, including in order to allow you to copy or download any content; (b) circumvent, disable, or otherwise interfere with security-related features of the Solution and/or Site or features that prevent or restrict use or copying of any content; (c) use the Solution, Site and/or content provided therein in connection with any commercial endeavors in any manner; (d) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Solution and/or Site; (e) harvest, collect or mine information about other users of the Solution and/or Site; (f) use or access another user’s account or password without permission; or (e) rent, lease, modify, copy, loan, transfer, sublicense, distribute or create derivative works of the Solution, SIte and/or Results (as defined below).
It is clarified that the technology underlying the Solution is the confidential information of Nucleai, and that Results are the confidential information of Nucleai and/or, pursuant to a Customer Agreement, the Customer (collectively, the “Confidential Information“). During your use and access of the Solution, and any time thereafter, you will hold Confidential Information in strict confidence and shall not disclose Confidential Information to others, except to Customers pursuant to a Customer Agreement. You will moreover not use such Confidential Information except as expressly permitted by Nucleai or pursuant to a Customer Agreement.
YOUR USE OF THE SOLUTION IS AT YOUR SOLE DISCRETION AND RISK. THE SOLUTION IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND FROM NUCLEAI. NUCLEAI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SOLUTION AND TO THE GOODS OR SERVICES MADE AVAILABLE THROUGH THE SOLUTION, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NUCLEAI DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE FUNCTIONS OF THE SOLUTION; OR (II) THAT THE SOLUTION WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE SOLUTION.
MORE SPECIFICALLY, GIVEN THAT ALL RAW DATA, RESULTS AND INFORMATION GENERATED BY THE SOLUTION (THE “RESULTS“) ARE CREATED BASED ON YOUR CONTENT AND INPUT, NUCLEAI DOES NOT MAKE ANY WARRANTY IN RESPECT OF THE USE OF THE RESULTS, SUCH AS THAT THEY WILL BE USEFUL AND/OR CORRECT, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY ARISING FROM SUCH USE, INCLUDING (A) THE MISUSE OF THE RESULTS AND/OR SOLUTION BY YOU, (B) THE IMPROPER HANDLING, MAINTENANCE OR INSTALLATION OF THE RESULTS AND/OR SOLUTION BY YOU, OR (C) THE INTERPRETATIONS MADE FROM THE RESULTS NOR ANY ACTIONS TAKEN ON THE BASIS OF SUCH RESULTS, INCLUDING ANY MEDICAL CARE OR TREATMENT OR ALLOCATION OF RESOURCES.
We reserve the right to correct any errors, inaccuracies, or omissions and to change or update Nucleai content information at any time without prior notice.
No Medical Advice
Notwithstanding anything herein to the contrary, the Solution is not intended to diagnose, treat, monitor, cure, or prevent any disease, and is not intended to match or replace (a) the required consultation and/or judgment of the physician in taking medical decisions; (b) any services or information produced by medical or scientific measurement devices; (c) any monitoring by a User and/or Customer of consumption of medication or of any other medical treatment; and (d) any checkups, services or treatments by physicians and other medical care professionals.
Nucleai has made and will continue to make efforts to include accurate and up-to-date information on the site. However, Nucleai cannot guarantee that the information posted on the site is accurate, complete or suitable for any purpose. All the information and content posted on the Site is provided for informational purposes only. The content of the Site contains general information and may not reflect current developments. Such content is designed only to give general information. In addition, Nucleai cannot guarantee that the content posted on the Site has not been affected by technical malfunctions or unauthorized tampering. Nucleai does not guarantee that material on the Site will be free from infection, viruses, worms, Trojan horses and/ or other code that has contaminating or destructive properties. It is your responsibility to take protective steps such as virus checking. Nucleai may alter or remove materials from the Site at any time.
Limitation Of Liability
IN NO EVENT SHALL NUCLEAI OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOLUTION OR RESULTS, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT NUCLEAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL NUCLEAI’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID BY YOU TO NUCLEAI WITH RESPECT TO YOUR USE OF THE SOLUTION IN THE PAST THREE MONTHS. IF YOU HAVE NOT MADE ANY PAYMENTS TO NUCLEAI FOR THE USE OF THE SERVICE, THEN NUCLEAI SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
FURTHERMORE, AND TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, NUCLEAI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THE SITE OR ANY INFORMATION OBTAINED THROUGH THE SITE. IN NO EVENT WILL NUCLEAI, ITS AFFILIATES, EMPLOYEES OR OFFICERS BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THE SITE OR DEFECT IN THE SITE OR ANY INFORMATION CONTAINED IN THE SITE, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES.
BY USING THE SITE, YOU EXPRESSLY ASSUME ALL RISK THAT THE INFORMATION AND MATERIALS ON THE SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
You agree to indemnify, defend, and hold harmless Nucleai and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Solution; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Solution shall be in compliance with all applicable laws, regulations and guidelines.
These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms. Nucleai may assign its rights or obligations under these Terms to an affiliate of Nucleai or to a purchaser of all or substantially all of Nucleai’s assets or share capital, or to any entity succeeding to Nucleai’s business. You shall not assign any of your rights or obligations hereunder without Nucleai’s prior written consent. Assignments in violation of the foregoing shall be void. [These terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction to hear any disputes arising hereunder]. Either party may seek an injunction or other equitable relief to enforce the confidentiality and intellectual property provisions hereof in any jurisdiction.