Terms of Use

Introduction & Scope

Welcome to Vastmindz. By accessing our website vastmindz.com and its mobile optimized versions (the “Site”), our applications and their SoftwareDevelopment Kits “SDK” (herein after referred to as the “Services”, and also “Visix”) you agree to be bound by the following terms and conditions of use (the “Terms”). Please read these Terms of Use carefully before using our website and applications. If you do not agree to these Terms of Use, do not use our website and applications.

Vastmindz is a software company providing a Software as a Service (“SAAS”) solution using AI in the health and well-being sector; registered in England UK with company registration number 12921097. We are also registered with the Information Commisioners office (ICO) registration number ZB187462. Our mission is to make healthcare data more accessible for all by providing non-invasive screening tools based on the latest research in artificial intelligence, signal processing and computer vision. We deliver a Software Development Kit (“SDK”) and an application (“Visix’) to organisations to use our technology for information on health wellness.

By using our application or SDK, integrated into a third-party application, we use various technologies to collect and store information via a browser or a mobile device. We explicitly request access or ask permission to access certain features from your device; this will include the use of the camera to capture a video feed, which is then converted into RGB signals and the data is pixelated for processing.

This is a legal engagement which sets out the terms and conditions by which Vastmindz AI Ltd. (hereinafter referred to as “Vastmindz”) will provide services to you or to the legal entity you represent ‘you’, ‘your’, and/or ‘yourself’.

The terms ‘us’, ‘its’, ‘ours’ and/or ‘we’, as used herein, shall refer to us, Vastmindz and/or our affiliates, assignees, successors and/or brands.  These Terms shall supplement our PrivacyPolicy (the “Policy”), incorporated herein by reference.

Specific Disclaimer

Vastmindz is not a medical or healthprovider contractor, and our Services are not intended for medical purposes.  The Site, the SDK and our Services do not offer any kind of medical advice and are not intended for any medical use or purposes whatsoever.  For the avoidance of doubt, our Services are intended for general personal body measurement monitoring only and for informational purposes.  We temporarily process certain health and biometric information from the device or camera of the end-users of our customers, for the purpose of extracting and analyzing the following data:

• Vital signs such as pulse rate, oxygen saturation, respiration and stress levels.
• Facial blood flow, facial landmarks and facial features.
• Vital signs such as heart rate (BPM), blood pressure (BP), respiration (BPM), heart rate     variability metrics and norms (HRV-SDNN) (ms).
• Anatomic measurements such as height and weight.

In such manner, vital signs are then analyzed and calculated to generate results and related data to track and maintain the historical measurement data of the end-user.  These activities are only for references purposes only, calculating an approximation of the last date of monitoring from the end-user, and are not meant to be constructed as any kind of professional medical advice or to diagnose, treat, cure or prevent any disease, ailment, or injury.

For our Visix product, the authorized employee of our customer has to sign up to use our Services in Microsoft teams, they need to agree to the terms and conditions of use and we can collect the name, email, date of birth, height and weight of end-user and when they take scans, we store their BPM, Stress levels and HRV so that they can monitor this over time within Microsoft Azure servers.

To the maximum extent permitted by applicable law, you expressly agree we are not providing any medical advice via our Services.  All content provided by our Services including the measurements is not intended to be and should not beused in place of: (a) the advice of a general physician or other medical professionals; and/or (b) a visit, call or consultation with a general physician or other medical professionals.  Should you have any health-related questions, please call or see your physician orother healthcare provider promptly. If you have an emergency, call your physician or your local emergency services immediately.  Lastly, the use of our Site and Services does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between Vastmindz and you.

User Agreement & Acceptance

By accessing our Site and using our Services, you are agreeing to be bound by these Terms, which constitute a legally binding user agreement, along with any and all applicable laws and regulations.  By using our Site, you represent and warrant that you: (a) are of legal age or legal capacity in your jurisdiction; (b) agree to all of the terms and conditions stated herein; (c) have the right, power, and authority to bind your represented entity or the agency to these terms and conditions.

You may use our Site and Services applications for lawful purposes only.  You may not use our Site and Services in anyway that violates any applicable local, state, national, or international law or regulation.

If you are using our Site in representation of a corporate third party, you hereby represent and warrant that you have the necessary power and authority in order to execute this agreement.

User Consent

Vastmindz does not knowingly provide its Services to persons: (i) under legal age; (ii) that have had their account previously disabled for violations of our Terms or Policy; (iii) that are otherwise prohibited from receiving our products, Services, or software under applicable laws.

We reserve the right to request any and all applicable proof of identification and consent proof from our users, at any moment, without prior notice, and at our sole and final discretion.  Upon the failure to provide such proof of age, we reserve the right to immediately freeze, block or cancel the account, with no liability.

User Support

If you have any questions or complaints regarding the Site or our Services, please contact us by email as indicated on our contact web page.  We will undertake commercially reasonable efforts in order to answer as quickly as possible.  You must provide us with full details of your service query so that we can clearly assess your concerns.

Please keep in mind that you may need specific computer equipment, Internet connection,on-site power and network infrastructure in order to connect to, use and access our Services, for which we are not responsible.

User Code of Conduct

As our user, you agree not to undertake, motivate, or facilitate the use or access of the Site or the Services in order to:

• Infringe these Terms, or allow, encourage or facilitate others to do so.
• Plagiarize and/or infringe onthe intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectualproperty or proprietary right.
• Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
• Republish, sell, rent or sub-license content or materials from the Site without our authorization.
• Reproduce, duplicate or copy material from the Site without our authorization.
• Use any automated or manual process to obtain, copy, process, access and/or use our Site or Services or any part therefrom to capture unauthorized data or content, for any purpose.
• Undertake any action that will or may cause an unreasonable load on Vastmindz’ and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from Vastmindz.

You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties and that any violation of the aforementioned provisions may result in the immediate termination of your access to  Vastmindz and our Services.

Newsletter Policy

Any commercial electronic communication that you receive from us, our partners, licensors, suppliers and affiliates will require your prior consent to such communication.  Our commercial communications will include measures in order for you to stop receiving them,usually through an unsubscribe link. Please see our Policy for more information.

Intellectual Proprietary Rights

The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on Vastmindz and the Services are the property of or otherwise are licensed to Vastmindz and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world.

Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers.  No section hereof shall be construed as intent to grant to you any right transfer or interest in the Vastmindz or our Services, in whole or in part.

User Licences

Limited License.  Vastmindz grants you a limited,non-exclusive, revocable, royalty free and non-transferable licence to utilize and access the Site and our technology. You are prohibited from duplicating, re-engineering, reverse engineering, modifying or otherwise using the Site or technology, in whole or in part.  Vastmindz does not grant any express or implied right to you underany patents, trademarks, copyrights or trade secret information; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent,lease, license, sublicense, assign, copy, translate, modify, adapt, improve orcreate any new or derivative works from, or display, distribute, perform or in any way exploit any downloaded Services and computer applications, in whole or in part.

Feedback Licence.  You hereby grant Vastmindz an unlimited, non-exclusive,sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and licence to use, host,store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any suggestions, feedback, recommendations, comments and know how that you provide to Vastmindz regarding the Site and Services.

Copyright Notice

Vastmindz takes copyright infringement matters seriously and is ready to remove any allegedly or factually infringing content displayed on the Site and or Services due notice and request by the title holder.

The following procedure will apply for any content displayed through Vastmindz that allegedly infringes the intellectual property rights of you or of any third party.  You must notify us of your claim with the email subject: “Takedown Request”. Once received, we will study and consider your claim and, if it we believe or have any reason to believe any content on the Site and/or Services infringes on another’s copyright, Vastmindz may delete it, disable, or otherwise stop displaying it.

Your notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones of the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g., address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.

No Endorsement

Some or all of the images shown in the Site are licensed and/or purchased stock photos and are only shown for illustration purposes.  Some or all the content displayed in the Site is delivered by external third parties, and does not reflect Vastmindz’ opinions, nor do Vastmindz, its affiliates,subsidiaries, officers, employees and agents guarantee its actual veracity ormake any endorsement thereof.

Changes to the Services

Vastmindz reserves the right to modify these Terms at any time without notice to you. Any modifications will be effective immediately upon posting on our Site.  As a general rule, we will try to not diminish the functionalities available to your Servicetier, and in the case of increased or newly available functionalities, we will inform you before their activation, including the timeframe to accept new payment terms.  Please refer to the last effective date where changes were last undertaken by us.  Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.

User Privacy

By disclosing any data and personally identifying information to us, you agree to our Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients.  We will ask for your express consent, including for inclusion into our newsletters, updates, and followups.  For more information, please read our Policy.

Disclaimer of Warranty

Our Site and Services are provided on an “as is” and “as available” basis.  Vastmindz makes no representations or warranties of any kind, express or implied, as to the operation of our Site and Services or the information, content, materials, or products included on our Site and Services. To the full extent permitted by law, Vastmindz disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

Nothing in this disclaimer will limit or exclude our or your liability for death or personal injury resulting from negligence; limit or exclude our or your liability for fraud or fraudulent misrepresentation; limit any of our or your liabilities inany way that is not permitted under applicable law; or exclude any of our or your liabilities that may not be excluded under applicable law.

No Damages

In no event shall Vastmindz, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of Vastmindzor the Services including, but not limited to, loss of revenue, profits,business, loss of use or lack of availability of computer resources; whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Vastmindz, its affiliates, clients, licensors and/ordistributors have been advised of the possibility of such damages.

Limitation of Liability

If a user suffers loss or damage as a result of Vastmindz’ negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the amount paid to us for your use of the Services in the six-month period immediately preceding the events giving rise to the claim.

These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction.  Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

General Terms

Accuracy. We strive to provide accurate and up-to-date information on our Site and Services. However, we cannot guarantee the accuracy, completeness, or reliability of the information provided. The use of our Site and Services is at your own risk, and you should not rely on the information provided for medical or other decision-making purposes.  All our readings are for reference only. If you have any health concerns, you should consult a qualified healthcare professional.

Assignment.  These Terms will inure to the benefit of any successors of the parties.   Any rights not expressly granted herein are thereby reserved.  We reserve the right, at any time, to transfer some or all Vastmindz’ assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

Entire Agreement.  These Terms of Use constitute the entire agreement between you and Vastmindz with respect to our website and applications and supersede all prior or contemporaneous communications and proposals, whether oral or written.

EquitableRemedies.  You hereby acknowledge and agree that if these Terms are not specifically enforced, Vastmindz will be irreparably damaged, and therefore you agree that Vastmindz shall be entitled, withoutbond, other security, or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.

Force Majeure.  Vastmindz is not liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond Vastmindz’ reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures,electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms,explosions, acts of God, war, governmental actions, government mandated lockdowns, pandemics, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

Interpretation.  In understanding or interpreting the terms ofthese Terms: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting these Terms.

Language.  These Terms may be translated into other languages, but English shall be and remain the official language of this agreement and in any conflict between the English language version and anyother version, the English language version shall control.

Links to Third-Party Websites.  Our Site and Services may contain links to third-party websites. These links are provided for your convenience only and do not constitute an endorsement by Vastmindz of the content of such websites.  Vastmindz is not responsible for the content of any linked websites and makes no representations or warranties regarding the accuracy or completeness of the information contained on such websites. Your use of any linked websites is at your own risk.

No Embargo. You hereby represent and warrant that: (i) you are not located in a country that is subject to an international government’s embargo, or that has been designated by any nation’s government as a “terrorist supporting” country;and (ii) you are not listed on any government’s list of prohibited or restricted parties or activities.

NoWaiver.  Failure by Vastmindz to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

No Relationship.  You and Vastmindz are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

Severability.  If any provision of these Terms of Use is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full forceand effect.‍

Dispute Resolution

BindingArbitration.  By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Vastmindz on an individual basis in arbitration asset forth in this Arbitration Agreement, and not as a class, collective,coordinated, consolidated, mass and/or representative action.  This Arbitration Agreement will preclude you from bringing any class, collective, coordinated, consolidated, mass and/orrepresentative action against Vastmindz, and preclude you from participating inor recovering relief in any current or future class, collective, coordinated,consolidated, mass and/or representative action brought against Vastmindz by someone else except as provided below.

You and Vastmindz agree that any dispute, claim, or controversy in any way arising out of or relating to: (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services at any time; (iii)incidents or accidents resulting in personal injury to you or anyone else thatyou allege occurred in connection with your use of the Services (including, but not limited to, your use of the Vastmindz’ applications and software Services), regardless whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to the Terms, and regardless whether you allege that the personal injury was experienced by you or anyone else; and (iv)your relationship with Vastmindz; will be settled by binding individual arbitration between you and Vastmindz, and not in a court of law.  This Arbitration Agreement survives after your relationship with Vastmindz ends.

Notice Requirement and Informal DisputeResolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a “Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to Vastmindz should be sent to our address as indicated in our contact section. After the Notice is received, you and Vastmindz may attempt to resolve the claim or dispute informally.  If you and Vastmindz do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. The amount of the award shall also be limited by the Limitation of Liability section of these Terms, to the extent applicable.

Arbitration Rules.  Arbitration shall be initiated through the London Court of International Arbitration (LCIA) Rules, an established alternative dispute resolution provider (“ADRProvider”) that offers arbitration as set forth in this section.  If LCIA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADRProvider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The place of arbitration shall be the places of business of Vastmindz,in the United Kingdom.  The language ofthe arbitration shall be English.

The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes may be resolved through binding non-appearance-based oralarbitration using secure communication means that are able to be recorded and stores online by all parties seeking relief. The arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings.  Any judgment on the award rendered by the arbitrator may be entered in any court ofcompetent jurisdiction.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADRProvider.

Time Limits. If you or Vastmindz elect to pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e. thelegal deadline for filing a claim) and within any deadline imposed under the ADR Provider Rules for the pertinent claim.

Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Vastmindz, and the dispute will not be consolidated with any other matters or joined with any othercases or parties.  The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADRProvider Rules, and these Terms.  Theaward of the arbitrator is final and binding upon you and Vastmindz.

The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a courtof law would have.  The arbitrator shall have the authority to grant motions dispositive of all or part of anyclaim.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADRProvider.

Emergency Equitable Relief. Notwithstanding theforegoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.

Applicable Law.  You agree to submit to the applicable laws in the United Kingdom, which will govern these Terms and any claim, without regard to conflict of law provisions.

Forum.  For the application of this arbitration agreement, and of other matters appertaining these Terms, the parties hereto agree to submit to the personal jurisdiction of the courts located in the United Kingdom.

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees,court costs, and disbursements in doing so.

Contact

If you have any questions or queries about us, the Vastmindz, our Services or these Terms, please contact us as indicated on our Site. Note that communications made via email or the “Contact Us” page does not constitute legal notice to the Vastmindz’ legal entity.

Date of last effective update is 10^th Feb, 2023.