Licensed Application End User License Agreement

Latest update:  December 2023.

This Licensed Application End User License Agreement (“EULA”) governs your use of (i) Pigio, Pigio ICU (collectively, the “Pigio Apps”); (ii) ETNA-NDHC-MS, ETNA-NDHC-O, ETNA-CIS, ETNA-CRCI, ETNA-UPN-PD, ETNA-UPN-MS, ETNA-UPN-HC, ETNA-UPN-AD, ETNA-ProgMS, ETNA-AD, ETNA-UPN-Beta (collectively, “ETNA Clinical Apps”); (iii) ETNA-MS App (the Pigio Apps, the ETNA Clinical Apps and the ETNA-MS App, collectively the “Apps”) and (iv) the ETNA-Cloud product, software, services and websites (collectively, the “ETNA-Cloud”).

The Apps are mobile applications that are made available to you through the Apple App Store and are licensed, not sold, to you. Your license to the Apps and to the ETNA-Cloud is subject to your prior acceptance of this EULA between you and 10032506 CANADA INC. doing business as (dba) Innodem Neurosciences (“Innodem” or “we”). Your license to the Apps and to the ETNA-Cloud, under this EULA, is granted by Innodem. Innodem reserves all rights in and to the Apps and the ETNA-Cloud not expressly granted to you under this EULA.

The Pigio Apps are applications that help voiceless patients communicate using only eye movements through our patented eye-tracking technology.

The ETNA Clinical Apps are applications to develop and validate an eye movement assessment tool to assist with differential diagnosis and disease progression evaluation. The ETNA Clinical Apps are intended for use only in the context of clinical studies in which the user has duly agreed to participate. Data collected by the ETNA Clinical Apps, including video recordings and other types of information, will be sent to the research team conducting the study for use therein, as described by the STUDY CONSENT FORM that must have been duly signed by participants prior to their use of the ETNA Clinical Apps.

The ETNA-MS App is an application that computes the user’s multiple sclerosis (MS) Expanded Disability Status Scale (EDSS) score for use in tracking the disease progression in MS patients (who have already received a diagnosis of MS, with an EDSS score between 1.0 and 4.5, and who are fully ambulatory without the need for walking aids).

The ETNA-Cloud is a central online system service that allows users to manage your account information and access information derived from the Apps on your compatible devices and computers.

This EULA is a legal contract between you and Innodem. The following general terms and conditions permit you to: 1) download, install and use the Apps’ software, including any additional software updates that we may make available to you; 2) access the Apps or the ETNA-Cloud; and 3) use the accompanying documentation provided by Innodem for using the Apps and accessing the ETNA-Cloud.

Please read this EULA carefully, since this document includes limitations of liability as well as disclaimers of warranties, and other terms which affect your legal rights. If you do not agree with these terms, or if you lack capacity or authority to agree to these terms, do not install or use the Apps or access the ETNA-Cloud.

1. Scope of License

Innodem grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited license, to install and use the Apps on multiple devices, only in the countries and languages in which the Apps are made available. Similarly, access to the ETNA-Cloud, or any feature or part thereof, may not be available in all languages or in all countries. Innodem retains all right, title, and interest in and to the Apps and the ETNA-Cloud, and all related data and information, including intellectual property and proprietary rights and interests. You hereby acknowledge that the Apps and the ETNA-Cloud are protected by all copyright, trademark, and other applicable intellectual property laws. Your use of the Apps and the ETNA-Cloud does not grant or transfer to you any ownership or other rights in the Apps and the ETNA-Cloud, and except as expressly provided, nothing herein or within the Apps and the ETNA-Cloud shall be construed as conferring on you or any other person any license under any of our or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance the Apps or the ETNA-Cloud in any manner whatsoever. Any rights not expressly granted to you in this EULA are expressly reserved. For greater certainty, you agree that you will not take any action that is inconsistent with Innodem’s ownership of the Apps and the ETNA-Cloud. Use of the Apps and the ETNA-Cloud may require compatible devices, Internet access, and certain software (fees may apply); may require periodic updates; and may be affected by the performance of these factors. Innodem reserves the right to limit the number of App or ETNA-Cloud accounts (“Accounts”) that may be created from a device and the number of devices associated with an Account. The latest version of required software may be required for certain transactions or features. You agree that meeting these requirements is your responsibility.

The terms of this EULA will govern any content, materials, or services accessible from or purchased within the Apps or the ETNA-Cloud as well as upgrades provided by us that replace or supplement the original Apps or ETNA-Cloud, unless such upgrade is accompanied by a separate EULA.

Except as permitted by law:

  • You may not transfer, redistribute or sublicense the Apps or the ETNA-Cloud and, if you sell your Apple Device to a third party, you must remove the Apps from the Apple Device before doing so;
  • You may not copy (except as permitted by this license), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Apps or the ETNA-Cloud, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Apps or the ETNA-Cloud);
  • Remove any proprietary notices, labels or marks from the Apps or the ETNA-Cloud;
  • You may not use, or encourage, promote or facilitate, or instruct others to use the Apps or the ETNA-Cloud for any use that we reasonably believe to be illegal, harmful, or offensive, or to transmit, store, or otherwise make available any content that we reasonably believe to be illegal, harmful, or offensive;
  • You may not use the Apps or the ETNA-Cloud to violate, or attempt to violate, the security or integrity of any network computer, or communications system, software application, or network or computing device;
  • You may not make network connections to any users, hosts, or networks of the Apps or the ETNA-Cloud unless you have permission to communicate with them; and
  • You may not take any action, or attempt any action, that interferes with or disrupts the proper functioning of any system.

If you become aware of any violation of this section, you agree to notify us immediately and cooperate in any efforts to stop or remedy the violation. We reserve the right to take steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this EULA. We may investigate any violation of this section or misuse of the Apps or the ETNA-Cloud, but we are not obligated to do so. We may deem it necessary to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties, without necessarily advising you, and you acknowledge and agree that we may, without liability to you, access, use, preserve or disclose your Account information, your personal information, usage data, and network and systems information related to alleged violations of this section or this EULA. We may cooperate with appropriate public agencies or other appropriate third parties to assist with the investigation and prosecution of illegal conduct related to alleged violations of this section.

2. Compliance with Laws

You will comply with laws and regulations that apply to your use of the Apps and ETNA-Cloud, and to your business and data, including laws, regulations and industry standards concerning privacy and data protection. You bear sole responsibility for your use of the Apps and ETNA-Cloud, including compliance with all laws, regulations and standards that apply to such use. You may not use the Apps and ETNA-Cloud (including data stored, transmitted or processed using the Apps and ETNA-Cloud) in ways that would impose additional regulatory or other legal obligations upon Innodem and/or its service providers because of that use (for example, by subjecting Innodem and/or its service providers to regulations that apply to your industry). If your use of the Apps or the ETNA-Cloud or other behavior intentionally or unintentionally threatens Innodem’s ability to provide the services or other systems, Innodem shall be entitled to take all reasonable steps to protect the Apps, the ETNA-Cloud and Innodem’s systems, which may include suspension or termination of your access to the Apps and the ETNA-Cloud.

3. Consent to Use of Data

You agree that we may collect and use technical data, usage data, performance data and related information in accordance with our Privacy Policy, which can be accessed here: https://innodemneurosciences.com/privacy-policy/ 

4. Termination of EULA

This EULA begins on your acceptance of the terms and conditions of this EULA and expires upon termination. You may delete your Account and/or stop using the Apps or the ETNA-Cloud at any time. We may terminate or suspend this EULA and your Account, and/or the licenses granted at any time at our sole discretion, with or without cause, by notifying you that the license has expired or has been terminated or suspended. This EULA shall terminate automatically upon the breach of any of its terms and conditions by you. Upon termination, you shall immediately stop use of the Apps and the ETNA-Cloud and shall delete all copies of the Apps.

5. Amendments to EULA

We may amend all or any part of this EULA at any time by adding, deleting, or varying the content. These amendments may include changes to the rights to use the Apps or the ETNA-Cloud, and may be made at any time at our discretion. When we make material changes to this EULA, we will provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Apps or the ETNA-Cloud or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Apps or ETNA-Cloud after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. 

If you disagree with any amendments, you may terminate this EULA by uninstalling the Apps and ceasing to use the ETNA-Cloud at any time after receipt of such notice. If you do not uninstall the Apps and cease using the ETNA-Cloud, then by your continued use, you are considered to have accepted the proposed amendments.

6. Privacy

For more information on how we collect, use, and disclose personal information, please see our privacy policy, accessible here: https://innodemneurosciences.com/privacy-policy/. Please carefully review our Privacy Policy. By using the Apps and the ETNA-Cloud, you signify that you have read, fully understand and agree to be legally bound by our Privacy Policy.

7. Secure Access

You agree to comply with Innodem’s security protocols and only access the Apps and the ETNA-Cloud via the login credentials provided by Innodem. You are solely responsible for maintaining the confidentiality and security of your login credentials and for all activities that occur on or through your account. You shall notify us immediately if you become aware of any unauthorized use of your login credentials. You shall not (a) share your login credentials or (b) use the login credentials of others to access the Apps or the ETNA-Cloud. The Apps and the ETNA-Cloud support Two-Factor Authentication (“2FA”), which may include verification codes or tokens delivered through email or a specified and supported 2FA application. To do so, you may be required to install and use a 2FA application on a device and understand that you do so at your own risk and that such a 2FA application is not provided by Innodem. You agree that we may provide your 2FA data to a third-party service provider in order to help authenticate you. If you choose to enable 2FA for your Account, you consent to (a) provide Innodem your email address; and (b) receive emails from Innodem at any email addresses provided and that we may send you emails  to (i) help keep your Account secure when signing in; (ii) help you access your Account when you’ve forgotten your password; or (iii) as otherwise necessary to service your Account or enforce this EULA, our policies, applicable law, or any other agreement we may have with you.

8. External Services

The Apps or the ETNA-Cloud may enable access to Innodem’s and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. We are not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Apps, the ETNA-Cloud or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Innodem or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Innodem or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that we are not responsible for any such use. External Services may not be available in all languages or in your home country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. We reserve the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

9. No Warranty

You expressly acknowledge and agree that use of the Apps and the ETNA-Cloud is at your sole risk. To the maximum extent permitted by applicable law, the Apps, the ETNA-Cloud and any services performed or provided by the Apps and the ETNA-Cloud are provided “as is” and “as available,” with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect to the Apps, the ETNA-Cloud and any services, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of non-infringement of third-party rights. No oral or written information or advice given by Innodem or its authorized representative shall create a warranty. Should the Apps, the ETNA-Cloud or services prove defective, you assume the entire cost of all necessary servicing, repair, or correction. Innodem does not represent or guarantee that the Apps and the ETNA-Cloud will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Innodem disclaims any liability relating thereto. Any material downloaded or otherwise obtained through the use of the Apps or the ETNA-Cloud is accessed at your own discretion and risk, and you will be solely responsible for any damage to your device, computer, or loss of data that results from the download of any such material. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

10. Limitation of Liability

To the maximum extent permitted by law, in no event shall Innodem be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to (1) your use of or inability to use the Apps and the ETNA-Cloud, (2) any changes made to the Apps or the ETNA-Cloud or any temporary or permanent cessation of the Apps, the ETNA-Cloud or any part thereof; (3) the unauthorized access to or alteration of your transmissions or data; (4) the deletion of, corruption of, or failure to store and/or send or receive your transmissions or data on or through the Apps or the ETNA-Cloud; (5) statements or conduct of any third party on the Apps or the ETNA-Cloud; and (6) any other matter relating to the Apps or the ETNA-Cloud, however caused, regardless of the theory of liability (contract, tort, statutory, or otherwise) and even if Innodem has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall Innodem’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00 CAD). The foregoing limitations will apply even if the above stated remedy fails in its essential purpose.

11. Indemnity and Release

By using the Apps and the ETNA-Cloud, you hereby agree to release, indemnify, defend and hold harmless Innodem, and each of its respective agents, employees, directors, successors, and assigns from any loss, liability, claim, demand, damage or expense asserted by any entity relating in any way to (1) your use of the Apps or the ETNA-Cloud, (2) your breach of this EULA, (3) any action taken by Innodem, acting reasonably, as part of its investigation of a suspected violation of this EULA or as a result of its finding or decision that a violation of this EULA has occurred; or (4) your violation of any rights of another, including, without limitation, any and all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trademark infringement or any other cause of action. This obligation shall survive the termination or expiration of this EULA and/or your use of the Apps or the ETNA-Cloud. You acknowledge that you are responsible for all use of the Apps or ETNA-Cloud using your Account, and that this EULA applies to any and all usage of your Account. You agree to comply with this EULA and to defend, indemnify and hold harmless Innodem from and against any and all claims and demands arising from usage of your Account, whether or not such usage is expressly authorized by you. 

12. Prohibited Uses and Activities

You may not use or otherwise export or re-export the Apps and the ETNA-Cloud except as authorized by the domestic laws of Quebec, the federal laws of Canada and the laws of the jurisdiction in which the Apps were obtained. In particular, but without limitation, the Apps may not be exported or re-exported (a) into any U.S. or Canadian embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List, or any similar Canadian lists. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by Canadian law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

13. Governing Law

Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Innodem shall be exclusively governed by the domestic laws of Quebec and the federal law of Canada applicable therein. Any litigation arising from or related to this EULA or the Apps, the ETNA-Cloud or the services shall be submitted to the exclusive jurisdiction of the courts of Quebec. The official text of this EULA or any notices required hereby shall be in English. In Canada, Province of Quebec for all contracts drafted in English, both parties agree to write this document in English. Les Parties contractantes ont convenu de rédiger le présent document en langue anglaise.

14. Contact Information

If you have any questions or comments about this EULA, to exercise any applicable rights, to make a complaint, or to obtain information about our policies and practices with respect to any service providers outside Canada, you can reach out to us by email at: info@innodemneurosciences.com.

15. Disclaimer

You understand and agree that nothing accessed through these Apps and the ETNA-Cloud constitutes professional medical advice. Innodem disclaims any representation or warranty, expressed or implied, concerning the accuracy or completeness of the information contained on the Apps. In no event shall Innodem be liable for any special, indirect or consequential damages or damages of any kind whatsoever, resulting from or arising out of or in connection with the use of this App and the ETNA-Cloud. You further acknowledge and agree that Innodem shall not be liable for the actions of any third party medical professional in connection with your use of the Apps or the ETNA-Cloud.

16. Updates

From time to time, we may remotely update, upgrade, modify, delete or stop supporting the Apps or the ETNA-Cloud for any reason, including, without limitation, to enhance Apps, ETNA-Cloud or system functionality or stability or to address potential safety or security concerns. You agree that we may at any time automatically update, upgrade, modify, delete, or stop supporting the Apps or the ETNA-Cloud. If the Apps or the ETNA-Cloud are updated, upgraded or modified, whether to enhance or correct features or functionality, then this EULA will apply to the updates, upgrades and modifications in addition to any other terms that are presented to you in connection with the update, upgrade or modification.

17. App Store

If your mobile device is an Apple device, then the following paragraph applies: You are entering into the Agreement, including this EULA, with Innodem and not with Apple Inc. (“Apple”). However, Apple and its subsidiaries are third party beneficiaries of the Agreement, and Apple may enforce the Agreement. Innodem is solely responsible, as provided in this EULA, for the Apps, the ETNA-Cloud and their associated information; Apple makes no warranty with respect to the Apps, the ETNA-Cloud or the information and has no obligation whatsoever to furnish any maintenance and support services for the Apps or the ETNA-Cloud. Apple is not responsible for addressing any claims relating to the Apps, the ETNA-Cloud or their associated information or your possession or use of the Apps or the ETNA-Cloud, including but not limited to: (i) product liability claims, (ii) any claims that the Apps or the ETNA-Cloud fails to conform to any legal or regulatory requirement, and (iii) claims arising under consumer protection and similar legislation. If a third party claims that the Apps, the ETNA-Cloud, its associated information, or your possession or use of the Apps, the ETNA-Cloud or associated information infringes a third party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You acknowledge that you have reviewed the App Store Terms made available by Apple and that you shall comply with such terms.

All Innodem, trademarks, service marks, trade names, logos, domain names, and any other features of the Innodem brand, including the PIGIO and ETNA trademarks, (collectively the ''Innodem Brand Features'') are the sole property of Innodem or its licensors. The EULA does not grant you any rights to use any Innodem Brand Features whether for commercial or non-commercial use.
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