Last Revision – 10 July 2021
We are TeleVU Innovation Ltd. and provide you and your Organization with SaaS and third-party manufactured smart glasses to operate and provide remote assistance via our software and the smart glasses or devices paired with it. This includes but is not limited to two-way live audio and video communication through our app and the smart glasses by your Organization’s authorized personnel to a location where the remote advisor/consultant/expert is receiving the audio/video communication. The remote support advisor/consultant/expert can then provide information back. We call this a Remote Session.
- “TeleVU” means TeleVU Innovation Ltd. ;
- “Party” and “Parties” means TeleVU and or Customer;
- “Customer” means “you”, your Organization, and your authorized users
- “Affiliates” means licensors, employees, contractors, directors, officers, agents, and attorneys;
- “Agreement” means, Terms and Conditions outlined in this document and all other attachments and annexes;
- “Annex” means any addition to this document titled “Annex”;
- “Web Portal” means the dashboard accessed by Customer through https://www.TeleVU.cloud to use TeleVU Suite;
- “Live Call” means real-time audio and video communication through TeleVU iSee and uSee software utilizing augmented reality interactions through Smart Glasses or Smart Devices;
- “Remote Session” means TeleVU Live Call;
- “Smart Glasses” means a pair of IoT (Internet of Things) glasses providing audio, video and augmented reality communication tools;
- “Smart Device” means smartphones or tablets as recommended by TeleVU;
- “Device” means a Smart Glasses or a Smart Device (phone or tablet);
- “iSee Software” means TeleVU’s Web Portal application used to manage a Live Call and perform administrative tasks related to TeleVU’s web portal such as user management, generating reports, viewing logs and configuration of the settings;
- “uSee Software” means TeleVU’s software installed on Smart Glasses or Smart Devices that links to the Web Portal during a Live Call;
- “TeleVU Software “means TeleVU iSee and TeleVU uSee software;
- “TeleVU Suite “means TeleVU iSee, TeleVU uSee, and third-party manufactured Smart Glasses or Smart Device bundled to allow remote assistance and to engage in a Live Call;
- “SaaS” means Software as a Service;
- “Solution” means TeleVU Suite;
- “License Fee” or “Subscription Fee” means annual SaaS fees to be paid by the Customer for the use of our Solution. The fees will be outlined and agreed upon as part of a pricing agreement or similar documents;
- “Offer Letter” means a document sent by TeleVU to Customer outlining all fees payable to use our Solution;
- “Content” means source code, databases, designs, graphics, media, audio/video files, text, images, photographs and drawings ;
- “Marks” means trademarks, service marks and logos;
- “IP Rights” means (i) patents, pending patent applications, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how, trade secrets and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights;
- “Remote User” means the individual logged into the Web Portal and using the iSee software to engage in a Live Call. A valid TeleVU software license is required;
- “Device User” means the individual engaged in a Live Call using TeleVU uSee software installed on Smart Glasses or Smart Devices. A valid TeleVU software license is required;
- “Users” means Remote User/s and Device User/s – collectively;
- “HCP” means healthcare professionals, such as physicians, nurses, caregivers, or individuals involved in delivering patient care, in-person or remotely;
- “Business Day” means between 9 am and 5 pm EST during weekdays, not including weekends and public holidays in Ontario and Canada;
- “SaaS” means Software as a Service;
- “Force Majeure” means acts, events or circumstances beyond the parties’ control such as natural disasters, war, civil unrest, strikes, internet breakdown and unavailability, cellular network disruptions, failure of a third-party provider (for example Cloud Providers), pandemic and outbreaks etc.
System Requirements & Restrictions
Using our Solution requires the following:
- Competent operators of the Web Portal and Devices
- One or more compatible Smart Devices
- Sufficiently fast and reliable Internet access (fees may apply depending on your service provider)
- TeleVU iSee and uSee software
- TeleVU approved cloud services or virtual machines
- Receiving software updates from TeleVU and smart device manufacturer
- Windows, Macintosh, Linux based PC, laptop or tablet
- Up-to-date Android and iOS-based smartphone or tablet
The use of our Solution may be affected by the performance of these factors. You acknowledge and agree that these requirements might change from time to time.
Intellectual Property Rights
Unless otherwise indicated, the Web Portal, iSee Software, uSee Software, is our intellectual property (IP).
Any and all IP Rights in the Software are and shall remain the exclusive property of TeleVU and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with TeleVU’ IP Rights. Any unauthorized use of TeleVU’ IP Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws in Canada, US and Internationally. All title and IP Rights in and to any third-party content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
License and Restrictions
Subject to the terms of this Agreement, TeleVU hereby grants You a limited, personal, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the TeleVU Software for the purposes of providing remote assistance, remote training or education.
You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the TeleVU Software or any part thereof.
You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the TeleVU Software or any part thereof.
Notwithstanding anything else contained in this License, in no event shall You use the TeleVU Software to enable, support, or otherwise aid a third party to develop any product, software or service competitive with any of TeleVU’s products.
Fees and Payments
Any fees and payments shall be outlined in the Offer Letter. All payments are required within 30 days of the Subscription and invoice date. Payments shall be made in advance for a commitment period of 12 (twelve) months, and any payment made is non-refundable. Unless otherwise agreed upon in writing, all fees are in Canadian Dollars.
You are responsible for any banking or credit card fees. Any fees associated with missed payments are the Customer’s responsibility. Where required by law, Sales tax will be added to the License Fee payments.
You agree that TeleVU is not obligated to deliver additional services outside what is promised in this Agreement or outlined in the Offer Letter. Should there be any service requests not covered by this Agreement, TeleVU reserves the right to charge for such additional services. Such charges will be evaluated and communicated to the Customer at the time the additional services are requested.
Our Promise to You
- TeleVU Suite shall function as described in our User Guide. However, minor deviations or occasional software errors or bugs are not considered a breach of our service availability.
- TeleVU Suite service uptime is maximized. However, it is understood that factors beyond our control play a role in our service uptime, such as Internet or cellular network availability, third-party cloud server availability, local network availability, etc.
- If TeleVU Suite does not perform as intended, in that case, we will make every reasonable effort to address any issues or correct any errors in a timely manner and with a sense of urgency.
- TeleVU will inform you of any scheduled service or maintenance activity; however, it is understood that the service might be interrupted during such time.
- Any maintenance and support services with respect to TeleVU Suite is our responsibility.
- Any maintenance costs related to the application servers (electricity, physical security of the data center, helpdesk with users) are under our responsibility as the service provider.
Customer and User Obligations
- You are responsible for the use of our Solution by Users in accordance with this Agreement and our User Guide. You shall use our Solution in accordance with any applicable local, provincial, state, federal, national, and international law or regulation.
- You are expected to follow the code of conduct as it applies to your Organization and any organization you service and follow any protocols that apply, including using the technology in any healthcare setting.
- It is also understood that the operator of the technology (User) is not a minor and is physically and mentally competent to use the TeleVU Suite.
- You are expected to consider patient and staff privacy when using the technology and not record any video or photos via screen recording or screenshots without proper consent. The intended usage of the video feed is to facilitate live communication in real-time.
- You are responsible for the management and administration of Users on the Web Portal, including username, access levels, monitoring, and termination of an account. You will also prevent unauthorized Users from using TeleVU Solutions or accessing the administrative section of the Web Portal.
Prohibited Activities on Web Portal
You will not use our Solution or Web Portal for any illegal or unauthorized purposes, and your use of or Solution will not violate any applicable local, provincial, state, federal, national, and international law or regulation.
In addition, you agree not to:
- Collect any personal information on the Web Portal, including usernames and email addresses, to send unsolicited communication or misuse the information.
- Share your login and access credentials with other individuals inside or outside your Organization.
- Disable, circumvent, hack or interfere with security and privacy features of the Solution or Web Portal.
- Attempt to test the vulnerability of the Solution or Cloud services without written permission from TeleVU.
- Access or retrieve Content from the Solution or Web Portal without authorized credentials.
- Frame the Web Portal within other websites or portals.
- Use bots, automated scripts, or similar services to send comments, messages or to gather data.
- Create an undue burden on the Web Portal to interfere or disrupt the service.
- Impersonate other users on the Web Portal or using their credentials to log in to the Web Portal.
- Sell or transfer your license or login credentials.
- Use TeleVU Suite to generate revenue by reselling the services.
- Delete or mask the Marks used on TeleVU Suite.
- Transmit any virus, malware, web bugs, cookies, 1×1 pixels, or use other active or passive information collection mechanisms.
- Use automated systems such as a bot, spider, scraper, cheat utility or external scripts to crawl the Web Portal.
- Send any unsolicited communication, spam, spoofing or phishing emails.
If you have any questions about privacy, please email firstname.lastname@example.org or write to the attention of our privacy officer. Our mailing address is 9131 Keele Street, Suite A4, Vaughan, ON, L4K 0G7, Canada.
During the term of this Agreement, either party may disclose or make available to the other party information designated as confidential. Disclosing Party in this Agreement provides the Confidential Information. Receiving Party in this Agreement receives the Confidential Information.
Confidential Information means any data or information, tangible or intangible, including but not limited to technical documents, business processes, product and technology information, business models, pricing information, graphic, images, videos and live call recordings. The Receiving Party shall use the Confidential Information only for the purposes for which it was provided.
Confidential Information does not include information that:
- At the time of disclosure to the Receiving Party is in the public domain;
- After disclosure to the Receiving Party becomes available to third parties by publication or otherwise through no breach of this Agreement by the Receiving Party;
- Was lawfully in possession of the Receiving Party prior to disclosure, as evidenced by the written records of the Receiving Party and which was not acquired, directly or indirectly, from the Disclosing Party in connection with the Purpose; or
- Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party if such source was not, to the knowledge of the Receiving Party, subject to any prohibition against transmitting the information to the Receiving Party and was not bound by a confidentiality agreement with the Disclosing Party.
Each party agrees to:
- Limit its use of any Confidential Information received from the other party for the purpose it was intended to and for no other purpose unless the parties shall otherwise agree in writing. Each party agrees not to make, use, sell, offer for sale, or have made any product or service based upon the Confidential Information provided to it without executing a licensing agreement.
- Maintain in confidence and not disclose any Confidential Information received from the other party other than to Affiliates who need to know the Confidential Information to perform their services.
- The Receiving Party shall be held to the same standard of care normally employed to preserve and safeguard its own Confidential Information of a similar kind.
- The Receiving Party shall be responsible for any breach of confidentiality by its Affiliates and shall take necessary measures to prevent any unauthorized disclosure or use of Confidential Information.
- The Receiving Party may be required to disclose Confidential Information in order to comply with a court order or any governmental or administrative order to comply with applicable law. The Receiving Party shall notify the Disclosing Party promptly and cooperate with the Disclosing Party, to the extent legally permitted and at the Disclosing Party’s cost, to take steps to avoid or limit disclosure of Confidential Information.
User Contributions & Submissions
Through the use of TeleVU Suite, Users may create, edit, post, transmit, store, publish, distribute or broadcast audio, video, graphics, photographs, images, and text information, collectively, “Contributions”.
We do not assert ownership of Contributions, and you or the rightful owner, retain full ownership of all Contributions. We are not liable for any violations due to any of your Contributions, and you agree to exonerate us from any responsibility and to refrain from any legal action against us regarding your Contributions.
Users represent and warrant that:
- Contributions will not infringe any IP Rights, including TeleVU or any third party.
- You are the owner of the Contributions or have the necessary licenses, consents, permissions and releases to make those Contributions available on the Web Portal.
- Contributions are not false, misleading or malicious.
- Contributions do not violate any applicable laws, regulations or policies, including any privacy rights of individuals.
- Contributions do not violate any applicable law intended to protect the health and well-being of a minor.
- Contributions are not abusive or offensive in any manner related to race, ethnicity, gender, sexual preferences, religion, physical and mental disability, etc.
- Contributions abide by any Confidentiality Agreements in place with TeleVU or any third parties.
Through the use of TeleVU Suite, Users may also submit information to us through the Web Portal, including suggestions, feedback, comments, question and ideas, collectively, “Submissions”.
You agree and acknowledge your Submissions are considered non-confidential. We shall be entitled to use such submissions without your acknowledgement for any lawful purposes, including product (or Solution) development, product (or Solution) improvements and other commercial use, without compensation to you.
Any and all information presented in our Solution being provided on an “As Is” basis. TeleVU and its Affiliates make no representation or warranties and hereby disclaim any and all representations and warranties of any kind arising our of or related to this Agreement and the Solution or the content, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and data accuracy. You acknowledge and agree to use the Solution at your own risk.
Limitation of Liability.
You acknowledge and agree that TeleVU will have no liability in connection or arising from you and your Affiliates use of the Solution, as set forth below. Your only remedy with respect to any problems or dissatisfaction with the software is to immediately uninstall and cease use of our Solution.
In no event shall TeleVU be liable, whether in contract, warranty tort (including negligence), product liability or any other form of liability, for:
Any direct, incidental, special or consequential damages (including without limitation any loss of or corruption of data, interruption in service, computer or server failure or pecuniary loss) arising out of the use or inability to use the solution.
Any loss of income, business or profits (whether direct or indirect) arising out of the use of inability to use the Solution; or
Any loss or damage which may be incurred by you as a result of
- The suspension or termination of this Agreement by you or TeleVU for any reason, or
- The release or the decision not to release new versions of the Solution to you
The limitation on TeleVU’s liability to you in this Agreement shall apply whether or not TeleVU or its Affiliates or any of them have been advised of the possibility of such losses or damages arising.
Nothing in this Agreement is intended to exclude or restrict or shall be construed as excluding or restricting the liability of TeleVU Affiliates for:
- The death or personal injury caused by the negligence of TeleVU and its Affiliates
- Any liability which cannot be limited or excluded by law.
Your Own Risk.
You acknowledge and agree that the entire risk arising out of Your use of the TeleVU Suite remains with You, to the maximum extent permitted by law. You are responsible for the actions and omissions performed by You, your Affiliates, and the Users during a Live Call.
The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If TeleVU or Customer waives a breach of any provision of this Agreement this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
TeleVU is not responsible for any act or omission of the third party and does not warrant any service provided by the third party.
TeleVU expressly disclaims any and all responsibility for any consequences, directly or indirectly, related to any use, misuse or interpretation of the TeleVU Suite or any other information provided or omitted in connection therewith and you agree to indemnify, defend and hold TeleVU and its Affiliates harmless therefrom.
The customer also agrees to indemnify and hold the TeleVU Parties harmless against all liabilities, damages, settlement costs and attorney fees arising from any third-party claims against TeleVU regarding the Customer’s use of our service.
TeleVU will indemnify, defend and hold harmless Customer from all liabilities, damages, settlement cost and attorney fees arising from any claims by a third party against the Customer regarding any allegation that TeleVU’s technology infringes any copyright, patent or trademark of the third party. TeleVU will have no obligation or liability arising from the use of our Solution in combination with other material not provided by TeleVU or in a modified form from the original TeleVU Solution.
If TeleVU Software is proven to infringe a third party’s intellectual property rights, TeleVU may:
- Procure for You the right to continue using the Software; or
- Modify or replace the Software, or any part thereof, so that it becomes non-infringing while providing substantially equivalent functionality.
In the event that neither of the foregoing options, in TeleVU’s reasonable opinion, is available using reasonable commercial efforts, then TeleVU we may suspend or terminate the Customer’s use of the affected services and offer a pro-rata refund of prepaid fees for TeleVU Software.
TeleVU shall not be deemed to be engaged in the corporate practice of medicine as a consequence of providing the Solution. Nothing contained in the TeleVU Suite is intended to be instructional for medical diagnosis or treatment. The information presented by the Software and/or TeleVU should NOT be considered complete, nor should it or take the place of a consultation with a physician or competent healthcare professional for medical diagnosis and/or treatment but is provided as information only. This Software does not directly or indirectly practice medicine or dispense any medical services.
The terms and conditions of this Agreement constitute the entire Agreement between You and TeleVU with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or TeleVU arising out of fraud or fraudulent misrepresentation.
You are not allowed to assign this Agreement or any rights hereunder. TeleVU is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.
Any provision of this Agreement that is expressed to survive or operate in the event of termination shall survive termination of this Agreement for whatever reason.
No Removal of Notices
You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or TeleVU’s (or its licensors) rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
If any provision of this Agreement, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to this Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the term which contains the relevant provision) shall not be affected.
You expressly agree that exclusive jurisdiction for any dispute with TeleVU, or in any way relating to your use of the TeleVU Solution as set out in this Agreement, resides in the courts of the province of Ontario, Canada.
You expressly acknowledge that you have read this Agreement and understand the rights, obligations, terms and conditions set forth herein. By Accepting the terms of this agreement (in analog or digital affirmation), and/or continuing to use the Solution, you expressly consent to be bound by its terms and conditions and grant to TeleVU the rights set forth herein.