Last Updated: May 15, 2023
Welcome to OxyDial! OxyDial Inc (“we,” “us,” “ours,” or “OxyDial”) develops and produces cutting-edge medical devices to study blood and hemoglobin (“OxyDial Instrument”). We also provide software services through our cloud platform to support the research and testing of Oxygen equilibrium curves (“SaaS Services”).
- Each organization or entity that accesses or uses the Platform (“Enterprise Client”); and
- Each individual that accesses or uses the Platform, whether on the individual’s own behalf or on behalf of an Enterprise Client.
OXYDIAL DOES NOT PROVIDE MEDICAL ADVICE. Do not rely on our Platform for medical advice.
2. The Platform and OxyDial Property
Our Ownership of the Platform and the OxyDial Property
We own all of the following, which we sometimes collectively call the “OxyDial Property”:
- The Platform (which includes the SaaS Services and the Site);
- The “OxyDial Technology,” which refers to the OxyDial Instrument and all related technology, inventions, and processes;
- The “OxyDial Content,” which refers to the content and other information created, derived, or provided by OxyDial in connection with the Platform or the OxyDial Technology, including text, designs, graphics, other files, and their selection and arrangement on the Platform and education and training materials; and
- The “OxyDial Data,” which refers to all data and data compilations aggregated, compiled, created, developed, derived, owned, or licensed by OxyDial.
No medical advice
Our Platform, the OxyDial Technology, and OxyDial Content are for informational purposes only. We do not provide medical advice. We are not a health care provider. We do not collect or process Protected Health Information (“PHI”) as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and any and all rules and regulations promulgated from time to time thereunder (“HIPAA”). The OxyDial Technology is not approved by the FDA.
YOU AGREE THAT NONE OF THE OXYDIAL TECHNOLOGY, AND NOTHING ON OUR PLATFORM OR IN THE OXYDIAL CONTENT, SHOULD BE USED TO MAKE MEDICAL DECISIONS OR TAKEN AS OR SUBSTITUTED FOR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. Never disregard medical advice or delay in seeking treatment because of something you have seen or read in connection with our Platform, the OxyDial Technology, or the OxyDial Content. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR HEALTHCARE PROVIDER OR 911 IMMEDIATELY. We do not recommend or endorse any specific tests, health providers, products, procedures, opinions, or other information that may be mentioned on our Platform or in the OxyDial Content for medical purposes. RELIANCE ON ANY INFORMATION PROVIDED IN CONNECTION WITH OUR PLATFORM, THE OXYDIAL TECHNOLOGY, OR THE OXYDIAL CONTENT IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM, THE OXYDIAL TECHNOLOGY, AND OXYDIAL CONTENT AND FOR ALL DECISIONS TAKEN OR NOT TAKEN BASED ON ANY INFORMATION PROVIDED OR DISPLAYED IN THE PLATFORM, THE OXYDIAL TECHNOLOGY, OR OXYDIAL CONTENT. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DIAGNOSIS, DECISION, OR ASSESSMENT MADE BY YOU OR ANY INJURIES YOU OR ANY PERSON MAY INCUR AS A RESULT OF DECISIONS BASED ON INFORMATION PROVIDED OR DISPLAYED IN THE PLATFORM, THE OXYDIAL TECHNOLOGY, OR OXYDIAL CONTENT.
Your permitted use
You must be 18 years of age or older to use the Platform. Our Platform is not intended for or directed to children. We don’t knowingly collect personal information directly from children under the age of 18.
Information you provide to us
With respect to any information or data you provide or make available to us in any manner, including via the Platform or OxyDial Technology (“User Data”), you have the sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, and appropriateness of User Data.
Your compliance with law
You are solely responsible and liable for compliance with all applicable law related to your use of the Platform. You agree to provide reasonable cooperation to us regarding requests from law enforcement or other governmental authorities.
You will not do any of the following in connection with the Platform or other OxyDial Property, collectively the “Prohibited Uses”:
- Upload to, make available on, or transmit via the Platform Protected Health Information, as such term is defined under HIPAA
- Decompile, disassemble, or reverse engineer the Platform or OxyDial Technology, or attempt to obtain or perceive the source code from which any component of the Platform or OxyDial Technology is compiled or interpreted
- Duplicate or create any derivative product from the OxyDial Property or any component of the OxyDial Property
- License, sublicense, lease, resell, or transfer any of the OxyDial Property to a third party or allow third parties to gain access to the OxyDial Property
- Access the OxyDial Property if you are a direct competitor of us, access the OxyDial Property for a competitive purpose, or provide any OxyDial Property, directly or indirectly, to any competitor of ours (including any screenshots of the Platform or reports regarding the Platform or OxyDial Technology)
- Remove any copyright, trademark, or other proprietary notions from the OxyDial Property
- Transmit material containing viruses, malware, or other harmful or deleterious computer code, files, scripts, agents, or programs through the Platform or OxyDial Technology
- Interfere with or disrupt the integrity or performance of the Platform or OxyDial Technology
- Attempt to bypass, exploit, defeat, or disable limitations or restrictions placed on the Platform or OxyDial Technology
- Conduct any denial of service (DoS) attack on the Platform or otherwise attempt to disrupt, disable, or overload the Platform or the OxyDial Technology
- Attempt to gain access to the Platform or OxyDial Technology by automated means, such as bots
- Attempt to gain unauthorized access to the Platform, the OxyDial Technology, or the computer systems or networks related to the Platform
- Create a false identity or attempt to mislead others as to your identity or the identity of the sender or the origin of any data or communications
- Use the Platform or OxyDial Technology to violate any law or rights of others
- Interfere with another person’s use and enjoyment of the Platform or OxyDial Technology
- Use or export the OxyDial Property in violation of US export laws and regulations
Suspension or termination of your access; removal of User Data
Client and User accounts
An account is required to access certain features of the Platform, including the SaaS Services.
- If you are a User on behalf of Enterprise Client, then the Enterprise Client may grant you access to such Enterprise Client’s account.
- If you create your own account, then your account is only available to you and you will not allow any other person to access or use your account; you are solely responsible for the security of your account and all User Data in your account.
Security of accounts and access credentials
You may create or obtain access credentials (for example, username and password) to the Enterprise Client’s account or your account, as applicable. You must have unique access credentials. You may not share access credentials with anyone. You are responsible for maintaining the confidentiality of your access credentials and any data you provide or can access in your account or an Enterprise Client’s account, as applicable. You agree to use prudent and reasonable efforts to prevent unauthorized access to or use of the Enterprise Client’s account and your account, as applicable. You will notify us immediately of any unauthorized access to or use of your access credentials or your account or the Enterprise Client’s account, as applicable. You will also notify the Enterprise Client immediately of any unauthorized access to or use of your access credentials to the Enterprise Client’s account. We have no liability to you for any unauthorized access to or use of your access credentials, your account, or the Enterprise Client’s account caused by your acts, omissions, or breach of these User Terms.
We store and will regularly back up User Data in the SaaS Services. We will not be responsible for any backup, recovery, or other steps to ensure User Data is recoverable in the event of a data loss caused by an act or omission by the User (such deletion of User Data by a User).
5. User Data and Feedback
Our licensed and permitted use of User Data; our ownership of Aggregated Data
You grant us a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide right and license to access, store, process, use, copy, modify, aggregate, anonymize, deidentify, make compilations of, make derivative works from, translate, display, disclose, transfer, remove, and export User Data as reasonably necessary: (a) to provide, maintain, update, or improve the Platform or the OxyDial Technology; (b) to prevent or address service, security, support, or technical issues; (c) to create Aggregated Data (defined below); (d) as otherwise permitted by any applicable Client Agreement; (e) in accordance with, or as required applicable law, legal process, or governmental request; (f) to enforce or defend our rights or carry out our obligations; or (g) as permitted in writing by you. All data and data compilations aggregated, compiled, created, or derived by us from User Data or the use of our Platform or the OxyDial Technology by you (collectively, “Aggregated Data”) shall be owned by us and shall constitute OxyDial Data. To the extent that we require further rights, you assign us all right, title, and interest you may have, if any, to the Aggregated Data.
Our rights to Feedback; limits on your use of Feedback; our ownership of improvements made based on Feedback
We encourage you to submit feedback to us, including any suggestion, enhancement request, recommendation, correction, or change regarding the OxyDial Property (“Feedback”). If you provide us with Feedback via the Platform or any other method, you grant us an exclusive, royalty-free, perpetual, irrevocable, transferable, and sublicensable worldwide right and license to access, store, process, use, copy, modify, aggregate, anonymize, deidentify, make compilations of, make derivative works from, translate, display, record, publicly perform, broadcast, transmit, publish, distribute, disclose, transfer, remove, sublicense, sell, and export Feedback you provide, in any form or medium, without restriction. You are prohibited from reposting, republishing, or redistributing Feedback. We have the right, but do not assume any responsibility to review, screen, or approve Feedback. We have no obligation to keep Feedback confidential, to pay any compensation for Feedback, or to respond to any Feedback. You are solely responsible for the accuracy and legality of any Feedback you make. We take no responsibility and assume no liability for any Feedback posted or transmitted by you or a third party. We own all improvements, modifications, and changes to the OxyDial Property based on your Feedback.
OxyDial Confidential Information
“OxyDial Confidential Information” means all information we disclose to you that is designated by us as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Any feature or function of the Platform or the OxyDial Technology that has not been made public is considered OxyDial Confidential Information. However, OxyDial Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to us, (b) was known to you prior to our disclosure without breach of any obligation owed to us, (c) you received from a third party without breach of any obligation owed to us, or (d) was independently developed by you.
You agree to keep all OxyDial Confidential Information confidential and to only use OxyDial Confidential Information in connection with your permitted use of the Platform.
7. Personal Information
Children under the age of 16 are prohibited from using the Platform and we do not collect any personal information directly from children.
Protected Health Information
You are prohibited from providing or making PHI available to us, including uploading to, making available on, or transmitted PHI via the Platform.
Your consent to electronic communications and signatures
We may need to provide you with certain communications, notices, agreements, or disclosures (“Communications”) in writing regarding the Platform or OxyDial Technology. You agree and consent to receive Communications electronically (including through email or electronically through the Platform) from OxyDial, our affiliates, and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (“E-Communications Consent”). You also acknowledge and agree that you have the ability to receive Communications electronically. You should maintain copies of electronic Communications from us by printing a paper copy or saving an electronic copy.
Your consent to marketing communications
You agree and consent to receive promotional and marketing communications from us, our affiliates, our third-party service providers, and other third parties through direct mail, email or electronically through the Platform. We and third parties may collect additional marketing communications consents from you, which will be considered additional consents (and not replacements for this consent).
Your communications opt-out rights
You may opt-out of the following types of communications by sending a notice to firstname.lastname@example.org and specifying the type of opt-out request in the notice.
- E-Communications Consent. You may withdraw your consent to receive and sign Communications electronically (your E-Communications Consent). If you choose to withdraw this consent, we may terminate your access to the Platform.
- Marketing Emails or Direct Mail from Us. You may withdraw your consent to receive marketing emails or direct mail from us. In addition to sending a notice to the email address above, you may opt out of marketing emails by following the unsubscribe instructions in marketing emails.
In order to process your request, we may request information to verify your identity. We also reserve the right to deny your request if we cannot verify your identity or we are otherwise permitted to deny your request under applicable law. You may continue to receive communications from us while we process your request. You will continue to receive transaction and service-related communications even after your request is processed.
Your representations and warranties
- No Sanctions Lists. You represent and warrant that you are not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). If you become placed on any Sanctions List, you will notify us immediately and discontinue your use of the Platform.
Your indemnification of OxyDial
DISCLAIMER OF WARRANTIES
APPLICABILITY OF LIMITATIONS OF LIABILITY
WE HAVE NO LIABILITY FOR CERTAIN TYPES OF DAMAGES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO LIMIT CLAIMS FOR DAMAGES (OR OTHER MONETARY RELIEF) AGAINST US TO DIRECT AND ACTUAL DAMAGES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THIS MEANS THAT YOU WILL NOT SEEK ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TREBLE, OR PUNITIVE DAMAGES FROM US. WE HAVE NO LIABILITY FOR DAMAGES RELATED TO: unauthorized access to, loss, or theft of your account, information, or data; lost profits; costs of delay; failure of delivery; business interruption; costs of procurement of substitute goods, services, or technology; or, personal injury or death. We have no liabilities to third parties arising from any source.
WE ARE NOT LIABLE FOR DAMAGES OUT OF OUR CONTROL
You agree that we are not liable for delays, problems, or damages caused by you or a third party, by any act of nature, by any act beyond our reasonable control (for example, war, terrorist acts, labor disputes, government actions, pandemics), or by any criminal activity by someone unrelated to us.
YOU AGREE TO LIMIT THE AMOUNT OF DAMAGES PAYABLE BY US
YOU AND WE AGREE TO LIMIT THE DEADLINE TO BRING CLAIMS
Good faith negotiation of disputes
For any and all disputes or claims you have, you must first give us an opportunity to resolve your claim by sending a written description of your claim to email@example.com. You and we each agree to negotiate your claim in good faith. You agree that you may not commence any arbitration or court proceeding unless you and we are unable to resolve the claim within 60 days after we receive your claim description and you have made a good faith effort to resolve your claim directly with us during that time.
Binding arbitration and small claims court
Your choice to opt-out of arbitration
Arbitration and small claims court procedures
Class action waiver
YOU AND WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION. If we believe that any claim you have filed in arbitration or in court is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver. If a court or arbitrator determines in an action between you and us that any part of this class action waiver is unenforceable with respect to any claim, this class action waiver will not apply to that claim, but will still apply to any and all other claims that you or we may assert in that or any other action.
Your choice to opt-out of the class action waiver
You and we acknowledge and agree that a breach by you of your responsibilities under Sections 3,4, 6 or 9, could cause us irreparable harm for which monetary damages would not be an adequate remedy. You and we agree that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including, without limitation, a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. The binding arbitration provisions shall not apply to requests for injunctive relief under this paragraph, which may be brought in arbitration or court proceedings. These remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Jury trial waiver
If a claim proceeds in court rather than through arbitration, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
Choice of law
No Application of Consumer Law
The Platform and OxyDial Technology may only be used for the internal business purposes of the Enterprise Client or User and are not intended for personal use or use by consumers. To the fullest extent permitted by law, you acknowledge and agree that consumer laws do not apply to your use of the Platform or OxyDial Technology.
You may deliver notices to us by email to firstname.lastname@example.org or by postal mail to OxyDial Inc., 325 Chestnut Street, Suite 800, Philadelphia, PA, 19106, Attention: Olek Shestakov, CEO. If you are commencing an arbitration or legal proceeding against us, you must send notice of the arbitration or legal proceeding to our registered agent c/o OxyDial Inc. We may deliver notices to you via email, mail, or electronic means using the contact information in your account or by posting the notice on the Platform. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing. Notices delivered by a nationally recognized courier (for example, UPS and FedEx) are considered delivered when received.
The OxyDial Content and other information and materials on our Platform may contain technical, typographical, photographic, or other errors, inaccuracies, or omissions. We do not warrant or guarantee that the OxyDial Content or any information or materials on our Platform are accurate, complete, or current. We may make changes to the OxyDial Content and information and materials on our Platform at any time without notice, but we make no commitment to do so.
You acknowledge that the Platform, the OxyDial Technology, the OxyDial Content, or the OxyDial Data, including any feature, may be updated, removed, or otherwise be subject to change in our sole discretion and without notice to you. Other than obligations under any applicable Client Agreement with respect to changes to the Platform, you agree that we will not be liable to you or any third party for any change, suspension, or discontinuance of the Platform, the OxyDial Technology, the OxyDial Content, the OxyDial Data, or any feature of them.
Third-Party links and services
The Platform may include integrations, links, or connections to third-party websites, applications, or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application, or service. We do not warrant, and are not responsible for, the services, products, statements, or claims made by or about a third party, or the actions or omissions of any third-party. You must review and comply with any third-party terms of service or other provisions.