Think Of Them

TERMS OF SERVICE

Think of Them (“TOT”) is a project brought to you, owned and powered by BioMD Genetics Inc. The following Terms of Service (“TOS”) is a service agreement (“Agreement”) between you and BioMD Genetics Inc. (“BioMD Genetics” or “TOT” or “Us” or “We”) which sets forth the terms and conditions that govern access and use of the services (“Services”) offered by BioMD Genetics on a free or a fee basis.

It is your responsibility to be fully informed about the Services to be rendered by BioMD Genetics and to expressly consent to such services for the purposes described herein. Your use of the Services including accessing, using, purchasing, subscribing, or downloading any goods, materials, or content from this website is expressly conditioned on your acceptance of the following TOS. If you do not agree with any part of the following TOS, you must not use the Services including this site.

Use by you of the Services indicates your agreement to the following TOS. You warrant to BioMD Genetics that you will not use the Services for any purpose that is unlawful or prohibited by these TOS.

Of note, the following TOS do not govern your use of human genetics testing provided by BioMD Genetics. If you want to learn about terms of genetic testing service please refer to https://www.biomdgenetics.com/terms-and-conditions, else please contact us for further information. You may also send inquiries to info@biomdgenetics.com.

DEFINITIONS AS USED HEREIN

"BioMD Genetics" shall mean an incorporated Canadian company, BioMD Genetics, Inc. with its headquarter located at 1275 Avenue des Canadiens-de-Montréal, Montréal QC, H3B 5E8, Canada.

"TOS"shall mean these Terms of Service.

"Services" shall mean products, services, software, and websites (including, but not limited to text, graphics, images, and other material and information) as accessed from time to time by the users, regardless if the use is in connection with an account or not. The Services are provided to registered users on a free or a fee basis.

"Account" shall mean a secure personal account granted to you by BioMD Genetics. Being provided with the Account permits the Users to access and make use of the Services within the account boundaries for which they are registering.

"Website" shall mean the websites and services available from the domain and sub-domains of www.thinkofthem.com, www.biomdgenetics.com and www.pictogene.com.

"User(s)" shall mean clinician(s) or practice personnel with individual accounts. In certain cases, the Users could be patients or adult client granted a personal access to a patient portal.

"User Data" shall mean any data, including but not limited to health information, that clinician or practice personnel, patients or adult client, (you) upload or submit to the Servers, Website.

"Genetic Data" shall mean a digital file containing information about a person’s DNA, a long polymer in the form of nucleic acids that carry genetic information.

"Aggregated User Data" shall mean the User Data that has been combined with that of other users and analyzed or evaluated as a whole, such that no specific individual may be reasonably identified. The Aggregated User Data may contain the Genetic Data.

"Personal Information" shall mean information that can be used to identify the User, either alone or in combination with other information.

1. ACCESS AND USE OF THE SERVICES

1.1 Your Account. On completion of the registration and authentication process for the Services, and subject to your payment of the applicable fees, if any, BioMD Genetics will provide you with an account. Being provided with an account permits you to access and make use of the Services within the TOS outlined hereafter.

1.2 Your Account Information. You represent and warrant that all information provided to BioMD Genetics in connection with your registration and authentication is true and correct. You agree to update any outdated information in your account settings or by contacting BioMD Genetics. You understand and accept that you are at all times responsible for your user ID and password. This responsibility applies even if you change the user ID and password.

You agree to keep your account, login and password information in confidence and never to use another person’s account, login or password information. If your password and user ID are revealed or if you suspect that someone else has learned or obtained them, you are responsible for changing your password in your account settings.

You shall not assign or otherwise transfer (whether directly or indirectly or by operation of law or otherwise) your rights or duties under the Agreement to any other person or entity without the prior written consent of BioMD Genetics. You agree not to disable or bypass any functionality time-limitation mechanisms of the Services. You agree not to use your user ID and password for any illegal or improper activities. Without limiting the foregoing, you agree that you will not use any script, robot, spider, web crawler, screen scraper, automated query program or other automatic devices or manual process to monitor or copy the content in any online services. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working or the BioMD Genetics online services, and that you will not disturb the normal operation of such services. You agree that you will not take any action that imposes an excessive, unreasonable or disproportionately large load on our infrastructure. You agree not to use the services in a manner that harasses or may harass other parties, or that will or will have the potential to disrupt, undermine, corrupt, diminish or otherwise threaten or jeopardize the BioMD Genetics’s online services or its integrity.

1.3 Your Connectivity, BioMD Genetics Support and Servers. You are solely responsible for providing all hardware, telecommunications equipment, software (including browsers) and bandwidth that you require to use the Services. Any support inquiries must be directed to info@biomdgenetics.com.

Mainly, BioMD Genetics technology is hosted by Amazon Web Services Inc. that provides a secured and reliable hosting infrastructure (AWS), in few other cases we can use other vendors or their affiliates. BioMD Genetics technology is hosted on servers in Canada and is scheduled to be available twenty-four (24) hours a day, seven (7) days a week. However, BioMD Genetics does not guarantee the availability of hosted technology, or that access will be uninterrupted or error-free. BioMD Genetics reserves the right to interrupt, limit, or suspend hosted technology from time to time for purposes of maintenance, upgrades and similar reasons. You agree that neither BioMD Genetics nor its affiliates shall be held responsible or liable for any damages arising from any interruption, suspension or termination of hosted technology, regardless of the cause.

1.4 Prohibited Activities.

1.4.1 Illegal activity. You expressly agree not to use the Services in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You acknowledge that prohibited conduct includes, but is not limited to, use of the Services to invade the privacy of third parties, impersonation of BioMD Genetics personnel or other parties or entities, or transmitting abusive, profane, libelous, slanderous, threatening or other harassing material. You also agree not to use the Services to (a) solicit other BioMD Genetics customers, (b) violate the security of the Services, or (c) attempt to utilize another BioMD Genetics registered user’s account, name or password.

1.4.2 “Spamming.” You agree not to use the Services in connection with the sending of the same or substantially similar unsolicited electronic mail messages, whether commercial or not, to a large number of recipients. You agree not to send unsolicited mass mailings from another service, which in any way implicates the use of the BioMD Genetics Services.

1.4.3 Liability for breach. For each violation by you of this Section 1.4 you agree to pay BioMD Genetics damages to compensate for the lost goodwill such a violation causes, but, where warranted, BioMD Genetics may waive all or part of the applicable charge. Payment by you under this Section 1.4 shall not prevent BioMD Genetics from seeking to obtain other legal remedies against you, including other damages or an injunction.

1.5 User Data and Compliance with Applicable Laws. You retain all intellectual property rights you already hold under applicable law in User Data you upload, store, distribute or collaborate on through the Services, subject to the terms of this Agreement. You are solely responsible for the content of the User Data you upload, store, distribute or collaborate on through the Services. You represent, affirm and warrant on registration and each time you make use of the Services that i) the User Data you upload, store, distribute or collaborate on using the Services do not infringe any proprietary rights or rights of publicity or privacy of any third party; ii) you own or have all necessary licenses, consents, and permissions to use it; and iii) you authorize BioMD Genetics to use the User Data in the manner contemplated by the Service and this Agreement. You agree to grant BioMD Genetics a non-exclusive, royalty-free, worldwide license to use, analyze, distribute, reproduce, and display the User Data non-publicly and internally to BioMD Genetics personnel and its legal Affiliates solely for the purposes of providing and improving the Services, including providing client support and analytics.

You also acknowledge that BioMD Genetics may use the Aggregated User Data to train predictive analytics algorithms developed by BioMD Genetics that help predict outcomes for individual patients. Predictive analytics assists practitioners and their patients make more informed decisions regarding the treatment and/or timing for freezing reproductive material. You also agree that the permission granted to BioMD Genetics with respect to the User Data will survive the termination of your account and some copies of particular instances of your User Data may still be retained in the system.

In connection with the foregoing, you agree to comply with any applicable laws and regulations, including those of Canada and any other country or countries to which and from which you will access, send or collaborate on User Data.

1.6 Protecting User Data and Security. YOU ALSO ACKNOWLEDGE THAT USE OF THE SERVICES CAN RESULT IN LOSS OR MISTRANSMISSION OF DATA AND/OR FILES OR OTHER ERRORS. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SAFE-GUARD AGAINST, AND TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR PREVENTING, THE DESTRUCTION OF THE DATA AND/OR FILES YOU ARE DOWNLOADING AND THE SOFTWARE AND HARDWARE YOU ARE USING AT THAT TIME. ALSO, YOU RECOGNIZE THAT IT IS IMPOSSIBLE TO MAINTAIN FLAWLESS SECURITY, BUT THAT BIOMD GENETICS INCORPORATES CERTAIN SECURITY PROCEDURES TO HELP ENSURE THE SECURITY, INTEGRITY AND PRIVACY OF INFORMATION STORED AND TRANSMITTED USING THE SERVICES. BIOMD GENETICS IS CONTINUALLY ATTEMPTING TO UPDATE AND IMPROVE ITS SECURITY PROCEDURES. GIVEN THE CURRENT REGULATORY AND TECHNOLOGICAL ENVIRONMENT, BIOMD GENETICS CANNOT GUARANTEE THAT THESE OR ANY SECURITY PROCEDURES WILL BE 100% EFFECTIVE, ERROR PROOF, “HACKER” PROOF OR FAILSAFE. ACCORDINGLY, BIOMD GENETICS EXPLICITLY DISCLAIMS ANY REPRESENTATION OR WARRANTIES OF SECURITY, INTEGRITY OR PRIVACY REGARDING THE ACCOUNTS OR USER DATA MAINTAINED OR DISTRIBUTED THROUGH THE SERVICES BEYOND THE SECURITY AND ENCRYPTION MEASURES TAKEN AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACTUAL LEVEL OF SECURITY, INTEGRITY OR PRIVACY AT ANY GIVEN TIME.

1.7 Informational Messages. Within reason, you agree that BioMD Genetics may send informational transmissions to your account (or corresponding e-mail address) maintained by you with BioMD Genetics regarding, for example, updates and/or announcements regarding the Services, scheduled maintenance and the like.

1.8 Your Feedback. You may provide to BioMD Genetics comments, ideas, suggestions, inventions, developments or other written, oral or other input with respect to the modification, enhancement, improvement or development of BioMD Genetics’s Services or technology (collectively, “Input”). BioMD Genetics and its suppliers and partners may implement such Input without compensating you in any way. BioMD Genetics requires the unrestricted right to use and disclose all such Input but is not obligated to implement any Input and, if it does, does so at its own risk. You grant to BioMD Genetics a non-exclusive, worldwide, royalty free, fully paid licence, with right to sublease, to use and disclose any or all such Input without restriction, including without limitation to make, have made, use, import, offer to sell, and sell any item or service. You also grant BioMD Genetics the right to use your name in connection with any comments submitted by you regarding your use of the Services as well as in connection with advertising, marketing and promotional materials related thereto. You agree that you shall have no recourse against BioMD Genetics for any alleged or actual infringement or misappropriation of any proprietary right in the comments submitted by you regarding your use of the Services.

1.9 Suspension or Assignment of Services. With or without notice to you, BioMD Genetics may suspend the Services for any duration and for any reason whatsoever including, but not limited to, maintenance, new releases or other improvements, and/or to safeguard the integrity of the Services and/or BioMD Genetics’s system.

2. TERM, TERMINATION, SURVIVAL AND RENEWAL

You may terminate this Agreement at any time by providing written notice to BioMD Genetics at info@biomdgenetics.com. BioMD Genetics may terminate this Agreement with notice (if you are a paying subscriber) or without notice (if you are a free subscriber) at any time and for whatever reason (including, without limitation, failure by you to make timely payment (if any) or breach by you of any part of the Agreement). On termination you shall not be permitted to access or make use of the Services. In this event, at BioMD Genetics’s option, all of your data remaining on BioMD Genetics’s servers will be purged and unavailable to you or your intended recipients. The provisions of Sections 1, 3, 4, 5, 6 and 7 shall survive any termination of this Agreement. On termination, if you desire to resume using the Services (if available at that time), you may re-register for an account through BioMD Genetics or a BioMD Genetics service bureau. You may obtain additional information about BioMD Genetics service bureaus by contacting BioMD Genetics (as set forth under “Notices” below).

3. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

The Software is owned by BioMD Genetics Inc or its licensors and is protected by Canadian copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording). The information is also protected by copyright and other intellectual property laws. You are not permitted to copy the Software for archival purposes.

BioMD Genetics will retain all right, title and interest in BioMD Genetics’s websites, Services, technology and all intellectual property rights therein or attached thereto. Nothing in this Agreement shall be construed as a licence to you under any BioMD Genetics patent, trademark, copyright or trade secret. No title or ownership rights whatsoever are transferred from BioMD Genetics to you, except a limited right to use the Services as contemplated in this Agreement. BioMD Genetics reserves all rights not expressly granted to you in this Agreement. You shall not, and shall not authorize any third party to (a) create derivative works of, or alter or in any way modify, the BioMD Genetics website, Services or technology without the prior written consent of BioMD Genetics, or (b) use any Services or technology other than for the limited purposes contemplated in this Agreement.

The Software shall be considered confidential information of BioMD Genetics or its licensors and shall not be disclosed by you to any third party who has not agreed to the terms of this Agreement in the manner specified in this Agreement. You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, or remove any proprietary notices or labels it contains. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications to it shall be and remain in BioMD Genetics or its licensors.

4. YOUR INDEMNITY

You agree to indemnify, defend and hold harmless BioMD Genetics, its officers, directors, employees, agents, successors, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the “Affiliates”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Affiliates in connection with any claim arising out of any breach by you of the Agreement, and your use of this site including transmission or placement of the User Data by you on this site. This provision shall survive the termination of your right to use this site.

You shall cooperate as fully as reasonably required in the defence of any claim. BioMD Genetics reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of BioMD Genetics.

5. NO BIOMD GENETICS WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES, PRODUCTS, WEBSITE, ITS CONTENTS, AND ANY SOFTWARE, PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS, AS AVAILABLE AND WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, EXCEPT AS MAY BE MANDATED BY LAW. TO THE FULL EXTENT PERMITTED BY LAW, BIOMD GENETICS SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, ANY REPRESENTATIONS AND WARRANTIES (A) AS TO THE PRIVACY, SECURITY, USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF THE SERVICES OR SECURITY, INTEGRITY OR PRIVACY REGARDING YOUR ACCOUNT OR ANY USER DATA MAINTAINED OR DISTRIBUTED THROUGH THE SERVICES, (B) THAT ANY OF SUCH SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE SECURE, UNINTERRUPTED, ERROR OR VIRUS FREE, OR THAT DEFECTS HAVE OR WILL BE CORRECTED, (C) THAT SUCH SERVICES WILL MEET THE NEEDS OF ANY PARTY, OR (D) THAT THERE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OPERATION OF BIOMD GENETICS’S SERVERS OR OF THE EQUIPMENT OF ANY SUBCONTRACTED SERVICE PROVIDERS, WHETHER OR NOT THEY ARE IN THE DIRECT OR INDIRECT CONTROL OF BIOMD GENETICS. WITHOUT LIMITING THE FOREGOING, BIOMD GENETICS DISCLAIMS TO THE FULL EXTENT PERMITTED BY LAW ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. THIS PROVISION SHALL SURVIVE THE TERMINATION OF YOUR RIGHT TO USE THIS SITE.

6. LIMITATION OF LIABILITY

6.1 Limitation of Liability. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, COMPANY FRANCHISEES AND ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND THIRD PARTY CLAIMS) OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH: THIS SITE; ANY MATERIALS, INFORMATION, QUALIFICATION AND RECOMMENDATIONS APPEARING ON THIS SITE; ANY SOFTWARE, TOOLS, TIPS, PRODUCTS, OR SERVICES OFFERED THROUGH, CONTAINED IN OR ADVERTISED ON THIS SITE; ANY LINK PROVIDED ON THIS SITE; AND YOUR ACCOUNT AND PASSWORD, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS PROVISION SHALL SURVIVE THE TERMINATION OF YOUR RIGHT TO USE THIS SITE.

YOU ACKNOWLEDGE THAT YOU WILL BE FULLY LIABLE FOR ALL DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THIS SITE.

6.2 Risk Allocation. You acknowledge that the Agreement reflects an informed, voluntary and deliberate allocation of all risks (both known and unknown) arising from or related to your use of the Services and the Agreement. You acknowledge that the applicable fees (if any) are based in part on the limitations and exclusions of liability and warranty contained in the Agreement, and that such limitations and exclusions will apply notwithstanding any failure of essential purpose of any limited remedy.

7. MISCELLANEOUS

7.1 Currency, Fees and Taxes. Unless otherwise indicated, all prices listed in connection with any of the Services are in Canadian dollars, and all references to “dollars” or “$” mean Canadian dollars. Unless otherwise agreed to in writing by BioMD Genetics, all payments relating to your use of the Services shall be made in Canadian dollars. You are responsible for making timely payment to BioMD Genetics of the applicable fees (if any). You shall be responsible for and shall pay for any and all sales, use, excise and other taxes arising from your use of the Services.

7.2 Independent Contractors. You and BioMD Genetics are independent contractors. Nothing contained in this Agreement shall be construed as either you or BioMD Genetics being the agent of the other, partners or joint venturers. You will make no representations or warranties on behalf of BioMD Genetics with respect to BioMD Genetics or the Services.

7.3 Governing Law, Venue, Jurisdiction and Time Limits. This Agreement shall be governed by and construed in accordance with the laws of Canada and the Province of Quebec (Canada). You agree that any legal action or proceeding between BioMD Genetics and you for any purpose concerning this Agreement or our respective rights and obligations under this Agreement shall be brought exclusively in a federal or provincial court of competent jurisdiction sitting in Quebec, Canada. Any cause of action or claim you have with respect to the Services must be commenced within six months from the date the cause of action or claim arises or such cause of action or claim is barred. BioMD Genetics’s failure to insist on or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right under this Agreement.

7.4 Language and Section Headings. This Agreement is in the English language only, which language shall be controlling in all respects. Any and all versions of this Agreement in any other language that may be provided are provided as a courtesy or prepared for your convenience and shall not be binding. All communications and notices to be made or given pursuant to the Agreement must be in the English language. Section headings are included for convenience only and are not to be used to construe or interpret the Agreement.

7.5 Severability. If, for any reason, a court or other body of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the provision, and the remainder of the Agreement will continue in full force and effect.

7.6 Modifications. BioMD Genetics may make any modifications at any time to the information, names, text, software, images, pictures, logos, trademarks, products and services and any other material displayed on, offered through or contained on this site. Company may at any time, and at its sole discretion, modify these Terms and Conditions, with or without notice. Such modifications will be effective immediately upon posting. You agree to review these Terms and Condition periodically and your continued use of this site following such modifications will indicate your acceptance of these modified Terms and Conditions. If you do not agree to any modification of these Terms and Conditions, you must immediately stop using this site.

7.7 Entire Agreement. This Agreement constitutes the entire agreement between you and BioMD Genetics regarding your registration for and use of the Services, and it supersedes all previous agreements and understandings (whether oral or written and whether express or implied) between you and BioMD Genetics with respect to your BioMD Genetics registration, access and use of the Services.

7.8 Notices and More Information. The BioMD Genetics Company Inc., a corporation with a head office in Montreal, Canada, offers the Services. If you have any questions about the Agreement or any billing inquiries and questions regarding BioMD Genetics Services please contact BioMD Genetics by sending an e-mail to info@biomdgenetics.com and/or by telephone at + 1 514 443 5503.

Thank you for using BioMD Genetics Services!