Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS BEFORE ACCESSING OR USING DICERRA SITES OR PLATFORMS.

Introduction

Dicerra Safety Systems, inc. ("Dicerra") is a safety reporting platform that is thoughtfully engineered to engage users at their convenience and generate anonymized safety data from aggregated sources that extend far beyond a single enterprise. Dicerra will provide data on deficiencies, root cause analysis, preventative measures, system improvements and more. Dicerra creates valuable data on a scale much larger than traditional reporting systems to save on costs due to errors or inefficiencies.

These Terms and Conditions govern your use of the websites ("Sites") and platforms including the Dicerra Mobile Applications ("Platforms") owned and operated by Dicerra. References to "you" and "your" refer to any individual or an entity. References to "we", "us" and "our" refer to Dicerra.

Acceptance

Your access and use of the Dicerra Sites or Platforms constitutes your agreement to be bound by these Terms and Conditions, which establish a contractual relationship between you and Dicerra. By accessing or otherwise using the Sites or Platforms, you acknowledge that you have read these Terms and Conditions and that you understand and agree to be legally bound by them. If you do not accept these Terms and Conditions, you must not access or use the Sites of Platforms.

Amendment

Dicerra may, in its sole and absolute discretion, and without prior notice, amend or replace these Terms and Conditions at any time by posting revised Terms and Conditions on the Dicerra Website. Your continued use of the Sites and Platforms after any such change will constitute your acceptance of the revised Terms and Conditions.

Access and Technical Requirements

You may not use the Sites or Platforms if you live in a jurisdiction where access to or use of the Sites or Platforms may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Sites or Platforms is lawful, and you must comply with all applicable laws.

These Terms and Conditions apply to your use of the Sites and Platforms, regardless of the device used to access, use or view the Sites or Platforms. Your access or use of the Sites or Platforms may be subject to certain minimum technical requirements. It is your responsibility:

• to ensure that you have access to the hardware and/or software platforms required to access and use the Sites or Platforms; and
• for updating and maintaining your devices or Internet connection.

Dicerra reserves the right to change or cease support of any hardware or software platforms at any time.

You acknowledge that data transmitted over the Internet or other networks may not be secure, and may be subject to loss, interception or alteration. Dicerra cannot guarantee the security of any communications to or from the Sites or Platforms and assumes no liability for damages you may experience or costs you may incur arising from any network transmissions. You should ensure compatibility of any website you visit with your device.

We have implemented commercially reasonable technical and organizational measures designed to secure your Information from accidental loss and from unauthorized access, use, alteration or disclosure.

Informational Purposes Only

External Links

The Sites or Platforms may link to, or be linked to, websites not maintained by or affiliated with Dicerra. Dicerra provides such links for your convenience only. The inclusion of a link on the Website does not constitute Dicerra's endorsement, approval, affiliation, or sponsorship of such linked website. It is your responsibility to review and comply with the terms and conditions of linked websites and to take the necessary precautions to protect yourself from malicious, disruptive, or otherwise harmful software or data, including using anti-virus software. Linking to any other website is at your sole risk, and Dicerra assumes no liability for damages from such linking.

You may not gather, extract, reproduce and/or display on any non-Dicerra website, any information or material on or from the Sites or Platforms, whether or not by the use of data mining, robots, spiders or other 'screen scraping' software or system used to extract data without Dicerra's consent.

Account Set-Up

In order to access or utilize certain aspects of the Sites or Platforms, you may be required to establish and maintain an account ("Account"). In order to create an Account, you will be required to provide certain personal data, all of which is subject to the Privacy Policy. You must provide accurate and complete information when creating your Account. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, Dicerra or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to keep your Account information up to date.

When you create an account on our Sites or Platforms, you agree to the following:

1. You are solely responsible for your account and the security and privacy of your account, including passwords or sensitive information attached to that account; and
2. All personal information you provide to us through your account is up to date, accurate, and truthful and that you will update your personal information if it changes.
3. you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, otherwise you may not register for or use an Account.

Without limiting the generality of the foregoing, Dicerra reserves the right to suspend or terminate your account if you are using our Sites or Platforms illegally, if you violate these Terms and Conditions, or if you intentionally or otherwise provide inaccurate or incomplete information during account creation. Dicerra is not under any obligation to verify the actual identity or authority of the user of any login email or password.

Your Account may be accessed only by use of your login email and password. You will choose your own password upon registration for the Sites or Platforms. You are solely responsible and liable for any use and/or misuse of your password and for all activities that occur under them. For security reasons, you must keep your password confidential, and not disclose them to any person or permit any other person to use them, except an authorized representative of Dicerra. Dicerra recommends that You choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and you should log out at the end of each session. Dicerra reserves the right to require you to change your password, from time to time, as applicable.

Subject to these Terms and Conditions, for so long as you have an active account, Dicerra hereby grants you the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Sites or Platforms solely for your internal business operations. You will be responsible for maintaining the security of your equipment and account access passwords, and will use reasonable efforts to prevent any unauthorized use of the Sites or Platforms and immediately notify Dicerra in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Sites or Platforms directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will be responsible and liable for all activity conducted through your account. You will cooperate and assist with any actions taken by Dicerra to prevent or terminate unauthorized use of a Platform.

You are solely responsible for properly canceling your account. All Accounts, login emails and passwords remain the property of Dicerra and may be cancelled or suspended at any time by Dicerra without any notice or liability to you or any other person.

You must immediately notify Dicerra of any unauthorized use of your login email or password, or if you know or suspect that your password has been lost, stolen, has become known to any other person, or has been otherwise compromised.

User Contributions

Users may post the following information on our Site:

1. Photos;
2. Videos; and/or
3. Public comments.

By posting publicly on our Site, you agree not to act illegally or violate these Terms and Conditions.

Privacy

You acknowledge that you have read the Dicerra Website privacy policy, available at https://dicerra.com/privacy-policy as updated from time to time (the "Dicerra Privacy Policy"), the terms of which are incorporated into these Terms and Conditions, and you agree that the terms of the Dicerra Privacy Policy are reasonable. You consent to the collection, use and disclosure of your personal information by Dicerra in accordance with the terms of and for the purposes set out in the Dicerra Privacy Policy.

You understand that Dicerra may monitor and track your usage of the Sites or Platforms. You acknowledge that, subject to the Dicerra Privacy Policy, Dicerra may disclose information relating to your use of or access to the Sites or Platforms that is necessary to satisfy any law, regulation, governmental or other lawful request from any applicable jurisdiction.

Intellectual Property

All content (other than user content) is copyright Dicerra Safety Systems, Inc., all rights reserved. Sites and Platforms contain copyrighted material, trademarks, service marks, trade dress and other proprietary content, including but not limited to graphics, texts, icons, buttons, logos, videos, software, documents, audio, downloadable files and anything that contributes to the composition of our Site (the "Content"), and the entire selection, coordination, arrangement and "look and feel" of the Sites and Platforms and the Content are copyrighted as a collective work under Canadian copyright laws (collectively, "Intellectual Property Rights").

Certain names, graphics, logos, icons, designs, words, titles and phrases contained within the Sites of Platforms may constitute trade names, registered or unregistered trademarks or service marks (collectively, "Trademarks") of Dicerra or the applicable Third Party. All Trademarks are and shall remain the sole and exclusive property of their respective owners. You may not copy, reproduce, distribute, or create derivative works from any content on the Sites or Platforms without express written consent from Dicerra.

You are only permitted to use Content as expressly authorized herein or in writing by Dicerra. Neither these Terms and Conditions nor your use of the Sites or Platforms transfers any right, title or interest in the Sites, Platforms or the Content to you, and Dicerra and its third party licensors retain all of its and their respective rights, title and interest to the Sites, Platforms and Content.

Except as provided in these terms, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any Content or information from Dicerra's Sites or Platforms, in whole or in part, without the express written permission of Dicerra.

Protected Information

You acknowledge and agree that Protected Health Information ("PHI") may be encountered through the Sites or Platforms. You will fully comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Ontario Personal Health Information Protection Act of 2004 ("PHIPA") and agree that any PHI available to you through the Platforms will only be used, accessed, or disclosed for a permitted purpose in accordance with HIPAA and PHIPA. You will be solely responsible to implement and maintain appropriate administrative, physical and technical safeguards to protect information accessed through the Platforms from unauthorized access, use or alteration. You are fully responsible for your compliance with HIPAA and PHIPA and will fully indemnify, defend, and hold harmless Dicerra from any action, claim, or liability arising out of a violation of HIPAA or PHIPA by you.

Third Party Applications

Dicerra provides connectors that interact with third party applications whose vendors Dicerra may or may not have a commercial or contractual relationship with. Dicerra continuously monitors the working condition of these connectors and is committed to resolving any issues that may arise from a vendor changing the login procedure of its application. You understand that Dicerra is not liable, nor can it be held responsible for any changes in third party applications and interoperability that can be broken temporarily or permanently. Furthermore, Dicerra has no commitments to ensuring the working condition of any custom connectors built by you.

Sites and Platforms Content

Your use of the Sites or Platforms does not grant or transfer to you any ownership or other rights in the Sites or Platforms and, except as expressly provided herein, nothing herein or within the Sites of Platforms shall be construed as conferring on you or any other person any licence under any of Dicerra's or any Third Party's intellectual property or other rights. Any rights not expressly granted to you in these Terms and Conditions are expressly reserved by Dicerra and/or the applicable Third Party.

Except as expressly set out in these Terms and Conditions, you shall not, directly or indirectly:

1. copy, reproduce, distribute, modify, adapt, create derivative works from, publicly display, republish, transfer, transmit, sell, compile for an internal database or store any Site or Platform content, in any form or by any means, without the express written permission of Dicerra or the applicable Third Parties;
2. use any material or information, including images or photographs, which are made available through the Sites or Platforms in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party; or
3. use any Dicerra names or marks without our prior written consent, including as metatags, search engine keywords, or hidden text;
4. conduct, authorize or assist any third party to do any of the following:
   1. reverse engineer, disassemble, decompile, or translate the Sites of Platforms;
   2. attempt to derive the source code of the Sites of Platforms;
   3. Create any derivative work from the Sites of Platforms;
   4. use the Sites of Platforms to create a competing product;
   5. delete, modify, hack or attempt to change or alter any of the Content on the Sites or Platforms;
   6. hack into the account of another user of the Sites or Platforms;
   7. upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
5. use any device, software or routine intended to damage or otherwise interfere with the proper functioning of the Sites, Platforms, servers or networks connected to the Sites or Platforms, or take any other action that interferes with other parties' use of the Sites or Platforms;
6. use any robot, spider or other automatic or manual device or process for the purpose of harvesting or compiling information on the Sites or Platforms for purposes other than for a generally available search engine;
7. post or transmit to the Sites of Platforms any unlawful, fraudulent, harassing, libelous, infringing of third party intellectual rights, or obscene information of any kind;
8. post or send to the Sites of Platforms any information that contains a virus, bug, or other harmful item;
9. take any action which imposes an unreasonable or disproportionately large load on the Sites' or Platforms' infrastructure; or
10. circumvent any technical measures Dicerra uses to provide the Sites of Platforms, including violating the security of any computer network, cracking any passwords or security encryption codes, or using any robot, spider, scraper or any other means, manual or automated, to access the Sites of Platforms for any purpose.
11. Harass or mistreat other users of our Sites or Platforms;
12. Violate the rights of other users of our Site or Platforms;

If Dicerra believes You are using our Sites or Platforms illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend or terminate Your access to our Sites and Platforms. We also reserve the right to take any legal steps necessary to prevent You from accessing our Sites or Platforms.

In its sole discretion, in addition to any other rights or remedies available to Dicerra and without any liability whatsoever, Dicerra may at any time and without notice terminate or restrict your access to any component of the Sites of Platforms.

The Sites or Platforms are available worldwide to anyone with Internet access. However, our Sites or Platforms may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service or other unforeseen circumstances. Further, a reference to a product or service on our Sites or Platforms does not imply that such product or service is or will be available in your location. The content of Dicerra's Sites and Platforms is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations.

The Sites and Platforms are controlled from Canada and operated from independent facilities in Canada. Unless otherwise explicitly stated, all materials found on the Sites and Platforms are solely directed to individuals, companies, or other entities located in Canada and the U.S. Dicerra makes no representations that the Sites or Platforms are appropriate or available for use in other locations. Those who access or use the Sites or Platforms from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.

Hyperlinks to Dicerra

You may link or hyperlink to the home page of our Sites or Platforms from any Acceptable Site or Platform (as defined below), but only if:

1. you do not frame the Sites or any portion of the Sites;
2. you do not deep link into the Sites (i.e., you do not link into any page other than the Dicerra home page);
3. the hyperlinks to the Sites or Platforms are not used in a way that suggests that Dicerra endorses you or your website;
4. the link to the Sites or Platforms is not used or presented in any way that disparages Dicerra or tarnishes, blurs or dilutes the quality of Dicerra's names or trademarks or any associated goodwill; and
5. the link to the Sites or Platforms is not displayed on any web page that displays objectionable content or links, including but not limited to, any content or information that:
   1. is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized;
   2. a reasonable person would consider harassing, abusive, threatening, harmful, profane, obscene, racially, ethnically or otherwise objectionable or offensive in any way;
   3. constitutes a breach of any person's privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement of any third party's intellectual property or proprietary rights; or
   4. violates or encourages others to violate any applicable law.

Liability Disclaimer – Read Carefully

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend (at Dicerra's discretion), and hold harmless Dicerra, its affiliates, and their respective directors, officers, employees, agents, and other representatives from and against all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses, and disbursements (including any and all reasonable legal and advisory fees) of whatever kind or nature, which may at any time be suffered by, imposed on, incurred by, or asserted by Dicerra (collectively, "Claims") arising out of or in connection with:

1. your access to or use of the Sites of Platforms and related activities;
2. your breach of these Terms and Conditions;
3. your violation or anticipated violation of any applicable laws in connection with your use of the Sites of Platforms;
4. any misrepresentation by you;
5. your contribution to the injury, illness, disability (including permanent disability), or death of a third party; and
6. Dicerra's permitted use of any information you submit through the Sites of Platforms.

You agree that Dicerra may assume the defense and control of any matter for which you are required to indemnify Dicerra, and you agree to cooperate, at your own cost, with Dicerra's defense of any such Claim. You agree not to settle any Claim for which you are required to indemnify Dicerra, without Dicerra's prior written consent.

Entire Agreement

These Terms and Conditions, together with any rules, guidelines or policies posted on the Sites of Platforms by Dicerra or incorporated by reference herein, including the Dicerra Privacy Policy, constitute the entire agreement between you and Dicerra regarding the subject matter hereof, and supersede all other and prior communications, representations or agreements, whether electronic, oral or written, regarding the subject matter hereof.

Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to any conflict of laws provisions. You expressly attorn to the exclusive jurisdiction of the courts of the Province of Ontario in connection with any matter arising out of or relating to the Sites of Platforms or these Terms and Conditions.

General

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, it shall be severed, and the remaining provisions shall remain in full force without being invalidated in any way. These Terms and Conditions are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign these Terms and Conditions to any other party without Dicerra's prior written consent, which consent may be withheld in Dicerra's sole discretion. Dicerra will not be considered to have waived any of its rights or remedies described in these Terms and Conditions unless the waiver is in writing and signed by Dicerra. No delay or omission by Dicerra in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. The failure of Dicerra to insist upon the strict performance of any provision of these Terms and Conditions will not constitute a waiver of the right of Dicerra to subsequently enforce such provision or any other provision of these Terms and Conditions. The headings used in these Terms and Conditions are included for convenience only and have no legal or contractual effect. Every use of the words "including" or "includes" in these Terms and Conditions is to be construed as meaning "including, without limitation" or "includes, without limitation", respectively. All obligations that by their nature survive the termination or expiration of these Terms and Conditions and/or your access to and/or use of the Sites of Platforms will survive any termination or expiration hereof.

Changes

Dicerra may change these Terms and Conditions from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Sites or Platforms and the way we expect users to behave on our Sites or Platforms. Please review these Terms and Conditions periodically for any updates or changes. Your continued use of our Sites and Platforms following the posting of any updates or changes to these Terms and Conditions constitutes your acceptance of such changes. If you object to any provision of these Terms and Conditions or any subsequent modifications to these Terms and Conditions, your only recourse is to immediately terminate use of the Sites and Platforms.

We may notify users by email of changes to these Terms and Conditions or post a notice on our Sites or Platforms.

Contacting Dicerra