Terms of Use

*PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING THE DERMASCI PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PLATFORM. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING A LIMITATION OF LIABILITY CLAUSE, A MANDATORY ARBITRATION CLAUSE, AND A DISCLAIMER THAT DERMASCI DOES NOT PROVIDE MEDICAL ADVICE.*

1. Interpretation and Definitions

1.1 Defined Terms

In these Terms and Conditions ("Terms"), the following terms have the meanings set out below. Capitalized terms used but not defined herein have the meanings given to them in the DermaSci Privacy Policy.

1.2 Interpretation

In these Terms: (a) references to “including” mean “including without limitation”; (b) headings are for convenience only and do not affect interpretation; (c) the singular includes the plural and vice versa; (d) references to a statute include all regulations, rules, and amendments made under it; and (e) “writing” includes electronic communications unless the context otherwise requires.

2. Acceptance of Terms

2.1 Binding Agreement

By accessing, downloading, installing, or using the Platform in any manner, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. These Terms form a binding legal contract between you and DermaSci.

2.2 Two Classes of User

These Terms apply to both Client/Patient Users and Clinic Partners. Sections 1 through 17 and Sections 21 through 27 apply to all users. Section 18 contains additional provisions that apply exclusively to Client/Patient Users. Section 19 contains additional provisions that apply exclusively to Clinic Partners. Section 20 addresses provisions that apply to Clinic Staff accessing the Platform on behalf of a Clinic Partner.

2.3 Authority to Accept

If you are accepting these Terms on behalf of a corporation, partnership, or other legal entity (including as a Clinic Partner), you represent that you have full authority to bind that entity. In that case, “you” refers to the entity. If you do not have such authority, you must not accept these Terms or use the Platform on that entity’s behalf.

2.4 Updates to Terms

DermaSci reserves the right to modify these Terms at any time. Material changes will be communicated as described in Section 26\. Your continued use of the Platform after revised Terms take effect constitutes acceptance of the revised Terms. If you do not agree to any change, you must cease using the Platform and close your account.

3. Eligibility

3.1 Age Requirement

*THE PLATFORM IS AVAILABLE ONLY TO INDIVIDUALS WHO ARE 18 YEARS OF AGE OR OLDER. By using the Platform, you represent and warrant that you are at least 18 years of age. If you are under 18, you are strictly prohibited from accessing or using the Platform.*

3.2 Legal Capacity

You represent and warrant that: (a) you are of legal age and have the legal capacity to enter into binding contracts in your jurisdiction; (b) your use of the Platform does not violate any applicable law or regulation; and (c) you are not located in a jurisdiction subject to Canadian or international trade sanctions or embargoes.

3.3 Clinic Partner Eligibility

To be eligible to register as a Clinic Partner, a business must: (a) hold all licenses, permits, and authorizations required by applicable law to offer the aesthetic and skincare treatments it represents on the Platform; (b) employ or engage qualified practitioners authorized by law to perform those treatments; (c) maintain valid commercial general liability and professional liability insurance; and (d) execute a Subscription Agreement with DermaSci.

As a condition of registration, each Clinic Partner must disclose whether it employs, retains, or is directed by any regulated health professional, including physicians, nurses, nurse practitioners, or any other member of a regulated health profession under applicable legislation (“Regulated Professional Disclosure”). Each Clinic Partner represents that this disclosure is accurate and undertakes to notify DermaSci of any material change to its custodian status within a reasonable time of that change occurring. Where applicable law requires a formal data processing or agent agreement before patient data is transmitted, DermaSci will work with the Clinic Partner to put the appropriate agreement in place.

4. Account Registration and Security

4.1 Account Creation

To access most features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to promptly update your account information if it changes. DermaSci relies on the information you provide and is not responsible for consequences arising from inaccurate or outdated account information.

4.2 Account Security

You are solely responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; and (c) ensuring that all persons who access the Platform through your account comply with these Terms. You agree to notify DermaSci immediately at support@dermasci.com if you suspect unauthorized access to your account.

4.3 One Account Per User

You may maintain only one Client/Patient User account at a time. Creating multiple accounts to circumvent restrictions, bans, or access limitations is prohibited and will result in termination of all associated accounts.

4.4 Account Verification

DermaSci reserves the right to verify your identity and eligibility before granting or maintaining access to certain features. Failure to provide requested verification may result in suspension or termination of your account.

4.5 No Account Sharing

Client/Patient User accounts are personal and non-transferable. Clinic Partner accounts may be accessed by Clinic Staff with authorized credentials, subject to Section 20\. Account credentials must not be shared with unauthorized persons.

5. Description of Services

5.1 Client/Patient User Services

For Client/Patient Users, the Platform provides the following Services:

• Skin Assessment: An AI-powered questionnaire and photograph-analysis process designed to identify skin characteristics, concerns, and potential treatment interests.
• Treatment Recommendations: Non-binding, evidence-informed suggestions regarding aesthetic and cosmetic skincare treatments that may be relevant to your skin concerns. Treatment Recommendations are generated algorithmically by the AI Assessment Engine.
• Clinic Matching: Identification of Clinic Partners relevant to your assessment results, ranked according to the Matching Criteria you select. The three Matching Criteria are: (a) Location, based on a geographic radius you set from your indicated location; (b) Price, expressed as a preference you rank from 1 to 3; and (c) Clinic Type, reflecting the category of services and regulatory profile of the clinic. DermaSci does not guarantee that results will be available for every combination of criteria or within every radius.
• Referrals: Facilitation of contact between you and Clinic Partners you choose to connect with, including communication of your contact information and a summary of your assessment results to selected Clinic Partners.
• Educational Content: General informational content about skincare, aesthetic treatments, and related topics, intended for general wellness awareness purposes only.

5.2 Clinic Partner Services

For Clinic Partners, the Platform provides the following Services:

• Lead Generation: Delivery of Client/Patient User referrals (Leads) matched to the Clinic Partner's treatment profile, Clinic Type, geographic service area, and pricing profile.
• Clinic Profile Management: Tools for Clinic Partners to create and maintain a profile on the Platform describing their services, credentials, Clinic Type, location, pricing, and contact information.
• Treatment Intelligence: Access to aggregated, de-identified insights about treatment trends and client interests in their area, based on Platform data.
• Educational Resources: Evidence-based treatment information to assist Clinic Staff in understanding the science behind treatments recommended to clients.

5.3 Not Medical Services

*IMPORTANT: THE DERMASCI PLATFORM IS A COMMERCIAL REFERRAL AND INFORMATION SERVICE. IT IS NOT A HEALTHCARE SERVICE, MEDICAL PRACTICE, CLINICAL DECISION-SUPPORT TOOL, OR TELEMEDICINE PLATFORM. DERMASCI IS NOT A LICENSED HEALTH PROFESSIONAL. NOTHING PROVIDED THROUGH THE PLATFORM CONSTITUTES MEDICAL ADVICE, CLINICAL DIAGNOSIS, OR PROFESSIONAL HEALTH ASSESSMENT. ALWAYS CONSULT A QUALIFIED HEALTHCARE PROFESSIONAL FOR MEDICAL CONCERNS.*

5.4 Service Availability

DermaSci provides the Platform on a commercially reasonable efforts basis. We do not guarantee continuous, uninterrupted access to the Platform. The Platform may be temporarily unavailable due to maintenance, upgrades, or events outside our control. DermaSci may modify, suspend, or discontinue any feature or the Platform itself at any time, with or without notice, subject to Section 26 for material changes.

5.5 Geographic Availability

Services may not be available in all geographic areas or jurisdictions. DermaSci makes no representation that the Platform or any feature thereof is appropriate, legally compliant, or available for use in any particular jurisdiction. You are responsible for ensuring that your use of the Platform complies with applicable local laws.

6. User Conduct and Acceptable Use

6.1 General Obligations

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Platform:

• in any manner that violates any applicable federal, provincial, state, or international law or regulation;
• to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material;
• to impersonate or attempt to impersonate DermaSci, a DermaSci employee, another user, or any other person or entity;
• to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which may harm DermaSci or users of the Platform;
• to access the Platform using automated means (bots, scrapers, crawlers) without DermaSci’s prior written consent;
• to interfere with or disrupt the integrity or performance of the Platform, or attempt to gain unauthorized access to any system or network connected to it;
• to attempt to reverse engineer, decompile, or extract the source code of the AI Assessment Engine or any other part of the Platform;
• to upload or transmit any material that contains viruses, Trojan horses, worms, or other harmful or disruptive code;
• to collect or harvest personal information about other users without their consent; or
• to use the Platform in any manner that could damage, disable, overburden, or impair it.

6.1A Independent Legal Compliance Obligations

All users of the Platform, whether Client/Patient Users, Clinic Partners, or Clinic Staff, are independently and solely responsible for complying with all laws, regulations, by-laws, professional standards, and regulatory requirements that apply to their own activities, roles, and jurisdictions, regardless of whether DermaSci itself is compliant with those same or similar obligations.

DermaSci’s compliance with its own legal obligations does not satisfy, reduce, or substitute for any user’s independent compliance obligations. DermaSci makes no representation that use of the Platform is sufficient to meet any user’s own regulatory or legal requirements.

Without limiting the generality of the foregoing:

• Client/Patient Users are solely responsible for ensuring that any personal information they submit, including photographs of themselves or others, is submitted in a manner that is lawful, does not violate the privacy or other rights of third parties, and is consistent with any applicable consent or legal requirement.
• Clinic Partners are solely responsible for: (a) complying with all health information legislation applicable to their practice, including PHIPA and equivalent provincial or state legislation; (b) fulfilling all obligations of a health information custodian or equivalent, where applicable; (c) obtaining all consents from patients required by applicable law independently of any consent obtained by DermaSci; (d) complying with all professional regulatory standards applicable to the treatments they offer; (e) disclosing to DermaSci their regulated professional status and custodian status as required by Section 3.3 and Section 19.3A; and (f) complying with all applicable advertising, consumer protection, and anti-spam laws in their communications with patients.
• Clinic Staff are responsible for ensuring their individual activities on the Platform comply with applicable professional standards and the policies of the Clinic Partner on whose behalf they act.

DermaSci accepts no liability arising from any user’s failure to comply with laws applicable to that user’s own activities. Users agree to indemnify and hold harmless DermaSci for any claims, losses, penalties, or regulatory consequences arising from their own non-compliance with applicable law, as further described in Section 15\.

6.2 User Content Standards

Any User Content you submit must:

• be accurate and truthful to the best of your knowledge;
• comply with all applicable laws and not infringe the rights of any third party;
• not be defamatory, obscene, offensive, discriminatory, or harassing; and
• be your own original content or content you have the right to submit.

You specifically warrant that any photograph you upload depicts only yourself (or a person for whom you have proper authorization) and that you have the right to submit it for processing by DermaSci’s AI Assessment Engine.

6.3 Accuracy of Information

The quality and accuracy of Treatment Recommendations and Clinic Matches depend on the accuracy of the information you provide. DermaSci is not responsible for inaccurate recommendations that result from false, misleading, or incomplete information provided by you.

6.4 Consequences of Breach

DermaSci reserves the right to, without notice and in its sole discretion: (a) remove any User Content that violates these Terms; (b) suspend or terminate your account; (c) take any other action it deems appropriate, including referring matters to law enforcement.

7. User Content: Ownership, Licence, and Restrictions

7.1 Ownership of User Content

You retain all ownership rights in User Content you submit to the Platform. These Terms do not transfer any Intellectual Property Rights in your User Content to DermaSci.

7.2 Licence Granted to DermaSci

By submitting User Content to the Platform, you grant DermaSci a non-exclusive, worldwide, royalty-free, sublicensable licence to use, process, reproduce, store, adapt, and display your User Content:

• to the extent necessary to provide the Services to you;
• to generate Treatment Recommendations and Clinic Matches;
• to communicate your assessment summary to Clinic Partners you select;
• to improve Platform functionality, performance, and safety, including training, retraining, fine-tuning, and benchmarking DermaSci's AI models, using anonymized or de-identified derivatives of your User Content that do not identify you; and
• to comply with applicable laws and legal processes.

This licence does not authorize DermaSci to use your personally identifiable photographs or health data to train, retrain, fine-tune, or benchmark AI models without your separate explicit consent. Where you have provided that consent through the standalone AI Training Consent process (Consent Form 6), DermaSci may use your identifiable User Content for those purposes in accordance with the terms of that consent. This licence terminates when you delete your account, subject to DermaSci's data retention obligations described in the Privacy Policy.

7.3 No Endorsement

DermaSci does not endorse, verify, or take responsibility for any User Content. DermaSci has the right but not the obligation to review User Content, and reserves the right to remove any User Content in its discretion.

7.4 Photographs: Specific Terms

By uploading a photograph through the Platform, you represent and warrant that:

• the photograph depicts only you, or a person for whom you hold valid authorization to submit for AI processing;
• you are not uploading a photograph of any person under 18 years of age;
• you have obtained any necessary consents for submitting photographs that include third parties; and
• the photograph does not violate any applicable law, including laws governing privacy, consent, and intimate images.

8. Artificial Intelligence: Recommendations, Limitations, and Disclaimers

8.1 Nature of AI Outputs

*AI-GENERATED CONTENT IS NOT PROFESSIONAL ADVICE. Treatment Recommendations generated by the DermaSci AI Assessment Engine are algorithmic suggestions based on patterns in data. They are not the opinion of a licensed physician, dermatologist, nurse practitioner, aesthetician, or any other regulated health professional. They should not be relied upon as the sole basis for any decision about your health, skin, or medical care.*

8.2 No Doctor-Patient Relationship

Your use of the Platform does not create a doctor-patient relationship, therapist-patient relationship, or any other regulated professional relationship between you and DermaSci, or between you and any Clinic Partner prior to your confirmed engagement with that clinic.

8.3 Limitations of AI Accuracy

DermaSci strives to ensure that its AI Assessment Engine is accurate, evidence-based, and continuously improved. However, you acknowledge and agree that:

• AI analysis of photographs cannot replicate the diagnostic capabilities of an in-person clinical examination;
• recommendations are based on the limited information you provide through the questionnaire and photograph, and may not reflect your complete health picture;
• AI systems may produce incorrect, imprecise, or incomplete outputs, including due to variations in photograph quality, lighting, skin tone, or other factors;
• the AI Assessment Engine is not trained to identify or recommend treatment for medical conditions requiring physician diagnosis, including but not limited to skin cancers, infectious skin conditions, autoimmune disorders, or conditions requiring prescription intervention; and
• the appearance of a treatment in a Treatment Recommendation does not mean it is appropriate or safe for you personally.

8.4 Your Responsibility

You are responsible for independently evaluating Treatment Recommendations with a qualified healthcare or aesthetic professional before proceeding with any treatment. DermaSci strongly encourages all users to consult with a licensed clinician prior to undergoing any aesthetic procedure.

8.5 Automated Decision-Making

Clinic Matches and Treatment Recommendations are generated by automated processes without individual human review by DermaSci prior to delivery. If you wish to understand the basis for a specific recommendation or match, or to request human review, please contact us at support@dermasci.com. Additional rights for EU/EEA residents are set out in Section 25.3.

8.6 Clinic Partner Responsibility

DermaSci provides Clinic Partners with evidence-based treatment intelligence to support their understanding of treatment science. Clinic Partners are solely responsible for assessing each patient’s individual suitability for any treatment, and must conduct their own independent clinical assessment before providing any services. DermaSci’s AI outputs do not constitute clinical guidance, and Clinic Partners must not represent DermaSci’s recommendations to patients as medical or clinical opinions.

9. Intellectual Property Rights

9.1 DermaSci’s Intellectual Property

The Platform, including all software, code, algorithms, the AI Assessment Engine and its underlying models, databases, interfaces, designs, graphics, text, and other content provided by DermaSci (collectively, “DermaSci IP”), is owned by or licensed to DermaSci and protected by applicable copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in DermaSci IP except the limited licence set out in Section 9.2.

9.2 Limited Licence to Users

Subject to your compliance with these Terms, DermaSci grants you a limited, non-exclusive, non-transferable, revocable, personal licence to access and use the Platform for its intended purposes: for Client/Patient Users, to receive skin assessments and clinic referrals; for Clinic Partners, to receive and manage Leads and access the Clinic Partner dashboard. This licence does not permit:

• copying, modifying, or creating derivative works of the Platform or any DermaSci IP;
• distributing, transmitting, or publicly displaying any part of the Platform or DermaSci IP;
• reverse engineering, decompiling, or disassembling the Platform or the AI Assessment Engine;
• removing or altering any proprietary notices or labels;
• using any DermaSci trademark, logo, or trade name without prior written consent; or
• sublicensing, selling, or commercially exploiting the Platform or any part of it.

9.3 Ownership of Assessment Outputs

Treatment Recommendations and Clinic Match results generated by the AI Assessment Engine (“Assessment Outputs”) are generated using DermaSci’s proprietary systems. DermaSci owns all rights in the structure, methodology, and format of Assessment Outputs. You are granted a personal, non-transferable right to use your Assessment Output for the purpose of selecting treatments and clinics for yourself. Assessment Outputs may not be reproduced, commercialized, or distributed without DermaSci’s written consent.

9.4 Feedback

If you provide DermaSci with feedback, suggestions, or ideas about the Platform (“Feedback”), you grant DermaSci a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and commercialize that Feedback in any manner and without any obligation to you. DermaSci has no obligation to act on Feedback.

9.5 Third-Party Content

The Platform may include third-party content, links, or references. Such content is the property of its respective owners. DermaSci does not endorse and is not responsible for third-party content.

10. Privacy and Data Protection

DermaSci’s collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference and forms part of this Agreement. By using the Platform, you consent to our data practices as described in the Privacy Policy. Key aspects of relevance to these Terms include:

• Photographs and skin assessment data are treated as Health Information and may constitute Biometric Data under applicable laws.
• Your assessment summary (but not your raw photographs, without separate consent) may be shared with Clinic Partners you select.
• Separate, explicit consent is required for any use of your data for AI training purposes.
• You have rights to access, correct, and delete your personal information as described in the Privacy Policy.

In the event of any conflict between these Terms and the Privacy Policy regarding privacy and data protection matters, the Privacy Policy prevails.

11. Fees and Payments

11.1 Client/Patient User Access

Access to the Platform’s core Services, including skin assessment, Treatment Recommendations, and Clinic Matching, is provided to Client/Patient Users at no charge. DermaSci’s revenue model is based on fees paid by Clinic Partners, not Client/Patient Users.

11.2 Clinic Partner Fees

Clinic Partners pay fees for access to the Platform and Lead delivery services in accordance with their Subscription Agreement. Unless otherwise specified in the Subscription Agreement:

• Subscription Fee: A monthly subscription fee provides the Clinic Partner with a profile on the Platform and eligibility to receive Leads.
• Lead Fee: A per-Lead fee is charged for each Client/Patient User referral delivered to the Clinic Partner. A Lead is considered delivered when the Client/Patient User’s contact information and assessment summary are communicated to the Clinic Partner.
• Fee Transparency: Clinic Partners acknowledge that the per-Lead fee structure does not create any obligation for the referred Client/Patient User to book an appointment, attend a consultation, or purchase any service.

11.3 No Refunds on Delivered Leads

Lead fees are non-refundable once a Lead has been delivered, unless: (a) the contact information provided is demonstrably invalid (bounced email and unreachable phone); (b) the Lead is a duplicate of a Lead previously delivered to the same Clinic Partner within the preceding 90 days; or (c) the Lead was generated in breach of these Terms or the Subscription Agreement. Refund requests must be submitted within 14 days of Lead delivery.

11.4 Taxes

All fees are exclusive of applicable taxes, including HST, GST, sales tax, or similar levies. Clinic Partners are responsible for all applicable taxes on fees paid to DermaSci. DermaSci will collect and remit taxes where required to do so by law.

11.5 Fee Changes

DermaSci may modify its fee schedule for Clinic Partners upon at least 30 days’ written notice. Continued use of the Platform by a Clinic Partner after the effective date of a fee change constitutes acceptance of the new fees.

12. Third-Party Services and Clinic Partner Interactions

12.1 DermaSci Is a Referral Intermediary Only

DermaSci is a technology platform that connects Client/Patient Users with Clinic Partners. DermaSci is not a party to any agreement, service arrangement, or clinical relationship between Client/Patient Users and Clinic Partners. Any appointment, consultation, treatment, or other service provided by a Clinic Partner to a Client/Patient User following a referral is entirely the responsibility of the Clinic Partner.

12.2 No Endorsement of Clinic Partners

A Clinic Partner’s listing on the Platform does not constitute DermaSci’s endorsement, recommendation, or certification of that Clinic Partner, its practitioners, or the quality of its services. DermaSci conducts a reasonable onboarding review of Clinic Partners but does not independently verify the credentials of individual practitioners, the quality of treatments provided, or the safety record of any clinic.

12.3 Client/Patient User’s Independent Responsibility

Client/Patient Users are responsible for independently evaluating Clinic Partners before undergoing any treatment. DermaSci encourages Client/Patient Users to:

• verify the credentials and licensing of any clinic and its practitioners;
• consult directly with the clinic about treatment suitability, risks, and costs before booking;
• seek a second opinion from an independent health professional for any treatment with significant medical implications; and
• review the clinic’s own terms, conditions, and consent forms before proceeding with any service.

12.4 Clinic Partner Conduct

Clinic Partners agree that in their interactions with Client/Patient Users referred through the Platform, they will:

• provide services only within the scope of their license and expertise;
• conduct an independent assessment of each patient’s suitability for any treatment before proceeding;
• obtain all necessary informed consents from patients directly;
• not represent DermaSci’s AI outputs as medical or clinical endorsements;
• maintain appropriate professional liability insurance; and
• comply with all applicable professional standards, regulations, and laws.

12.5 Third-Party Websites

The Platform may contain links to third-party websites or resources. These links are provided for convenience only. DermaSci has no control over, and accepts no responsibility for, the content, privacy practices, or accuracy of third-party websites. Accessing third-party links is at your own risk.

13. Representations and Warranties

13.1 DermaSci’s Representations

DermaSci represents and warrants that:

• it has the authority to enter into this Agreement and to grant the rights described herein;
• the Platform, as operated by DermaSci, will not knowingly infringe the Intellectual Property Rights of any third party; and
• it will operate the Platform in material compliance with applicable privacy laws, including PIPEDA, Quebec Law 25, and, in respect of EU/EEA users, the GDPR.

13.2 User Representations and Warranties

By using the Platform, you represent and warrant to DermaSci that:

• you meet the eligibility requirements set out in Section 3;
• all information you provide is accurate, current, and complete;
• you have the right to submit any User Content you provide;
• your use of the Platform does not violate any applicable law, contract, or third-party right;
• you are independently responsible for complying with all laws, regulations, and professional standards applicable to your own activities, and you are not relying on DermaSci’s compliance with its own legal obligations to satisfy your independent obligations; and
• if you are a Clinic Partner: (i) you hold all licences, permits, and authorizations required by law to offer the treatments you represent on the Platform and will maintain such authorizations throughout the term of your Subscription Agreement; (ii) your Regulated Professional Disclosure made at registration is accurate, current, and complete; (iii) you have correctly assessed whether you are a health information custodian under PHIPA or equivalent legislation and have disclosed this status to DermaSci; (iv) if you are a PHIPA custodian or equivalent, you are in compliance with all applicable obligations of a custodian and have or will execute a PHIPA-compliant agent agreement with DermaSci before receiving patient personal health information; and (v) you will promptly notify DermaSci of any change in circumstances that affects the accuracy of any of the foregoing representations.

Each of the representations and warranties in this Section 13.2 is made on an ongoing basis and is deemed to be repeated each time you access the Platform.

13.3 Disclaimer of Warranties

*THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, AND TITLE. DERMASCI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DERMASCI DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY TREATMENT RECOMMENDATION, CLINIC MATCH, OR OTHER CONTENT PROVIDED THROUGH THE PLATFORM.*

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

*TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DERMASCI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF DATA; LOSS OF GOODWILL; BUSINESS INTERRUPTION; PERSONAL INJURY OR PROPERTY DAMAGE; OR ANY DAMAGES ARISING FROM YOUR RELIANCE ON ANY TREATMENT RECOMMENDATION, CLINIC MATCH, OR OTHER AI-GENERATED OUTPUT, EVEN IF DERMASCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.*

14.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DERMASCI’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO DERMASCI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

14.3 Basis of the Bargain

You acknowledge that the limitations of liability in this Section 14 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between DermaSci and you. DermaSci would not be able to provide the Platform on the terms offered without these limitations. The limitations apply even if any limited remedy fails of its essential purpose.

14.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. To the extent that applicable law in your jurisdiction does not permit the full exclusions or limitations set out above, they will apply to the maximum extent permitted by such law.

15. Indemnification

15.1 User Indemnity

You agree to defend, indemnify, and hold harmless DermaSci and its directors, officers, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your breach of these Terms;
• your User Content;
• your use of the Platform in violation of applicable law;
• any misrepresentation you make to DermaSci or to a Clinic Partner;
• for Clinic Partners: any claim by a Client/Patient User arising from a treatment or service provided by the Clinic Partner; and
• your violation of the rights of any third party.

15.2 DermaSci’s Indemnification of Users

DermaSci will defend and indemnify you against third-party claims arising solely from DermaSci’s infringement of a third party’s registered intellectual property rights in operating the Platform as described herein, provided that: (a) you promptly notify DermaSci in writing of the claim; (b) DermaSci has sole control of the defence and settlement; and (c) you provide reasonable cooperation. This indemnity does not apply to claims arising from modifications to the Platform made by you or at your direction, or from your use of the Platform in violation of these Terms.

16. Termination

16.1 Termination by You

You may close your account and terminate these Terms at any time by: (a) using the account-deletion feature in your account settings; or (b) sending a written request to support@dermasci.com. Termination does not relieve you of any obligations or liabilities that arose prior to termination.

16.2 Termination by DermaSci

DermaSci may suspend or terminate your account and access to the Platform, in whole or in part, with or without notice and without liability, if:

• you breach any provision of these Terms and, where the breach is capable of remedy, fail to remedy it within 10 business days of written notice;
• DermaSci determines, in its sole discretion, that your continued use poses a risk to DermaSci, other users, or third parties;
• DermaSci is required to do so by law, regulation, or court order;
• DermaSci decides to discontinue the Platform or a material feature thereof; or
• for Clinic Partners: your Subscription Agreement expires, is terminated, or lapses.

16.3 Effect of Termination

Upon termination: (a) the licence granted to you under Section 9.2 immediately terminates; (b) you must cease all use of the Platform; and (c) DermaSci will retain and then delete your personal information in accordance with the Privacy Policy. For Clinic Partners, outstanding Lead fees remain due and payable. Sections 9, 13.3, 14, 15, 17, 22, 23, and all other provisions that by their nature should survive, will survive termination.

17. Dispute Resolution, Governing Law, and Arbitration

17.1 Governing Law

These Terms and all matters arising out of or relating to them are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution

Before commencing any formal dispute proceedings, you agree to first contact DermaSci at legal@dermasci.com with a written description of the dispute and your proposed resolution. The parties agree to negotiate in good faith for a period of 30 days. This informal resolution requirement is a condition precedent to initiating arbitration or litigation.

17.3 Binding Arbitration

*PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT AS SET OUT IN SECTION 17.5, ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, NOT BY A COURT. YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL OR COURT TRIAL.*

Arbitration will be conducted by a single arbitrator under the Arbitration Rules of the ADR Institute of Canada, Inc. (“ADRIC”) in effect at the time the arbitration is commenced. The seat of arbitration shall be Toronto, Ontario, Canada. Proceedings shall be conducted in English. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. DermaSci will pay all ADRIC arbitration fees for claims under CAD $10,000 unless the arbitrator finds the claim frivolous.

17.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING AGAINST DERMASCI. Disputes about the validity or enforceability of this class action waiver may only be determined by a court of competent jurisdiction, not an arbitrator.

17.5 Exceptions to Arbitration

Notwithstanding Section 17.3, either party may seek emergency or interim injunctive or equitable relief from a court of competent jurisdiction in Toronto, Ontario to prevent irreparable harm, including to protect Intellectual Property Rights or prevent unauthorized use of confidential information. Seeking such relief does not waive either party’s right to arbitrate the underlying dispute.

17.6 International Users

If you are located outside Canada, you agree that disputes will be resolved by arbitration in Toronto under the ADRIC rules as described above. Notwithstanding the foregoing, nothing in these Terms limits any mandatory rights you may have under the consumer protection or privacy laws of your local jurisdiction that cannot be waived by contract.

18. Additional Terms for Client/Patient Users

18.1 Nature of the Service to Client/Patient Users

DermaSci provides the Platform to Client/Patient Users as an information and referral service. Client/Patient Users do not pay for this service. DermaSci’s provision of the service to Client/Patient Users is not contingent on a Client/Patient User booking, attending, or completing any appointment with a Clinic Partner.

18.2 Accuracy of Submissions

Client/Patient Users are responsible for the accuracy of all information submitted during the skin assessment process. Inaccurate or misleading submissions may result in irrelevant or inappropriate Treatment Recommendations, for which DermaSci bears no responsibility.

18.3 Referral Acceptance is Voluntary

DermaSci will present Client/Patient Users with Clinic Matches based on their assessment results and location. Acceptance of any referral is entirely voluntary. By accepting a referral, you consent to DermaSci sharing your name, contact information, and assessment summary with the selected Clinic Partner. You may opt out of any referral before accepting it.

18.4 No Guarantee of Appointment

DermaSci does not guarantee that any Clinic Partner will: (a) contact you following a referral; (b) offer you an appointment; (c) have availability; or (d) ultimately provide you with the recommended treatment. DermaSci’s obligation to Client/Patient Users is limited to facilitating the referral connection.

18.5 Feedback and Reviews

DermaSci may invite Client/Patient Users to provide feedback on their experience with Clinic Partners. Any feedback submitted must be truthful and based on your genuine experience. DermaSci reserves the right to publish or not publish any feedback in its sole discretion and to remove feedback that violates these Terms.

19. Additional Terms for Clinic Partners

19.1 Subscription Agreement

Clinic Partners access the Platform pursuant to a Subscription Agreement entered into with DermaSci. In the event of any conflict between these Terms and the Subscription Agreement, the Subscription Agreement will prevail with respect to the subject matter it specifically addresses, and these Terms will govern all other matters.

19.2 Accuracy of Clinic Profile

Clinic Partners are solely responsible for the accuracy, currency, and completeness of their clinic profile on the Platform, including descriptions of services offered, credentials held, geographic service area, pricing, and contact information. DermaSci relies on Clinic Partner representations in presenting Clinic Matches to Client/Patient Users. Clinic Partners must promptly update their profile to reflect any changes.

19.3 Licensing and Regulatory Compliance

Clinic Partners represent and warrant on a continuing basis that:

• the clinic and all practitioners performing treatments hold all licenses, permits, and authorizations required by applicable law;
• the clinic maintains professional liability insurance and commercial general liability insurance in amounts meeting or exceeding DermaSci’s minimum requirements as notified from time to time;
• the clinic will immediately notify DermaSci of any suspension, revocation, or restriction of any required license or permit; and
• the clinic complies with all applicable professional standards, regulations, and guidelines relevant to the treatments it offers.

Breach of any representation in this Section 19.3 is grounds for immediate termination of access to the Platform and the Subscription Agreement.

19.3A Regulated Health Professional Disclosure and Health Information Law Compliance

Each Clinic Partner is solely responsible for determining whether it is subject to PHIPA, SO 2004, c 3, Sch A, or equivalent health information legislation in the jurisdiction in which it operates, and for complying with all applicable obligations. DermaSci does not make this determination on behalf of Clinic Partners. Each Clinic Partner acknowledges and agrees that:

• Self-Assessment: The Clinic Partner has independently assessed, or will independently assess, whether it is a health information custodian under applicable law and has accurately disclosed this status to DermaSci at registration.
• Material Change Notification: The Clinic Partner will notify DermaSci of any material change to its regulated professional status or custodian status within a reasonable time of that change occurring.
• Independent Compliance: The Clinic Partner’s compliance with PHIPA or equivalent legislation is entirely its own responsibility and is independent of DermaSci’s privacy program. No Clinic Partner may represent to any person that it is relying on DermaSci’s privacy compliance to satisfy its own health information law obligations.
• Appropriate Agreements: Where applicable law requires a formal data processing, agent, or business associate agreement before patient data may be transmitted, the Clinic Partner will work with DermaSci to put the appropriate agreement in place before data transmission begins.
• Breach Notification: The Clinic Partner will notify DermaSci at privacy@dermasci.com of any privacy breach or confidentiality incident involving patient data received through the Platform, within a reasonable time of becoming aware of it, and will comply with all applicable breach notification obligations under law.
• Liability: The Clinic Partner accepts sole liability for any failure to disclose its regulatory status accurately, failure to comply with applicable health information legislation, and any resulting claims, penalties, or losses. DermaSci expressly disclaims all liability for such failures.

19.4 Patient Privacy Obligations

Clinic Partners who receive Client/Patient User personal information through the Platform:

• must use that information solely for the purpose of responding to the referral and providing services to the referred patient;
• must maintain appropriate security measures to protect the personal information;
• must not sell, share, or disclose the personal information to any other party without the patient’s consent;
• must comply with all applicable privacy laws, including PIPEDA, Quebec Law 25, and any applicable provincial health information legislation (including PHIPA for Ontario custodians); and
• are bound by the data processing obligations in the Data Processing Agreement that forms part of the Subscription Agreement.

19.5 No Misrepresentation to Patients

Clinic Partners must not represent to referred patients that:

• DermaSci has endorsed, certified, or guaranteed the quality of the Clinic Partner’s services;
• the Treatment Recommendation constitutes a clinical diagnosis or medical opinion; or
• DermaSci and the Clinic Partner are affiliated, partners, or in a joint venture.

19.6 Lead Quality, Non-Solicitation, and Marketing Restrictions

Clinic Partners acknowledge that DermaSci does not guarantee the quality, conversion rate, or medical suitability of Leads. In respect of all Client/Patient User contact information received through the Platform, Clinic Partners agree to the following:

• Permitted Use Only: Client/Patient User contact information received through the Platform may be used solely to respond to the specific referral and to provide the services relevant to that referral. It may not be used for any other commercial purpose without a fresh, standalone consent obtained directly from the client.
• Consent Requirements: Any consent obtained from a referred client for marketing or other communications must be a fresh, independently obtained consent, clearly identifying the clinic as the sender. It must not be framed as building on, or derived from, any consent the client gave to DermaSci. All such consents must comply with applicable law, including Canada's Anti-Spam Legislation (CASL), SC 2010, c 23, the GDPR, and the CAN-SPAM Act where applicable.
• No DermaSci Branding in Marketing: Clinic Partners must not use the DermaSci referral relationship as the basis or context for any marketing communication. Communications to referred clients must not imply DermaSci's endorsement, ongoing recommendation, or affiliation with the clinic's broader services beyond the specific referral.
• Cooling-Off Period: For a period of 30 days following delivery of a Lead, the Clinic Partner may contact the referred client only for the purpose of following up on the specific referred treatment. General promotional or marketing communications to that client may not be initiated during this period, regardless of any pre-existing consent, unless the client independently initiates contact about other services.

19.7 Audit Rights

DermaSci reserves the right, on reasonable notice and no more than once per 12-month period, to audit a Clinic Partner’s use of the Platform and compliance with these Terms and the Subscription Agreement. Clinic Partners agree to cooperate with any such audit and to provide DermaSci with reasonable access to relevant records.

20. Clinic Staff Access

A Clinic Partner may authorize its employees, contractors, and agents (“Clinic Staff”) to access the Platform using credentials issued by the Clinic Partner. The Clinic Partner is responsible for: (a) ensuring Clinic Staff are made aware of and comply with these Terms; (b) revoking access promptly when a Clinic Staff member ceases to work for the Clinic Partner; and (c) all acts and omissions of Clinic Staff in connection with the Platform. DermaSci treats any action taken by Clinic Staff as an action of the Clinic Partner.

21. Confidentiality

21.1 DermaSci Confidential Information

You may receive or have access to information that is proprietary or confidential to DermaSci, including features and functionality not publicly available, pricing and business terms, technical documentation, and information about the AI Assessment Engine (“DermaSci Confidential Information”). You agree to: (a) hold all DermaSci Confidential Information in strict confidence; (b) use it only for the purpose of using the Platform as permitted by these Terms; and (c) not disclose it to any third party without DermaSci’s prior written consent.

21.2 Patient Information Confidentiality

Clinic Partners acknowledge that Client/Patient User personal information received through the Platform is strictly confidential and subject to the obligations set out in Section 19.4 and the Data Processing Agreement. Client/Patient information may only be used for the specific referral purpose for which it was shared.

22. Force Majeure

DermaSci will not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, power outages, cyberattacks, or failures of third-party internet infrastructure. DermaSci will notify you of any such event and use commercially reasonable efforts to resume performance as soon as practicable.

23. Electronic Communications and Canada’s Anti-Spam Legislation (CASL)

By creating an account, you consent to receiving transactional and service-related electronic messages from DermaSci (e.g., account confirmations, referral notifications, security alerts). These messages are not commercial electronic messages under Canada’s Anti-Spam Legislation, SC 2010, c 23 (“CASL”) and do not require express consent. Marketing messages will only be sent with your separate express or implied consent as defined under CASL. You may withdraw consent to marketing messages at any time by clicking the unsubscribe link in any such message or by contacting privacy@dermasci.com.

24. Accessibility

DermaSci is committed to making the Platform accessible to persons with disabilities. We aim to meet the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards. If you experience an accessibility barrier, please contact us at support@dermasci.com and we will make reasonable efforts to address it. Ontario users may also have rights under the Accessibility for Ontarians with Disabilities Act, 2005, SO 2005, c 11 (“AODA”).

25. Jurisdiction-Specific Provisions

25.1 Quebec Residents

For residents of Quebec, the following provisions apply and prevail over any conflicting provisions in these Terms to the extent required by Quebec law:

• Language: These Terms are drawn up in English at the express request of the parties. Les présentes conditions sont rédigées en anglais à la demande expresse des parties.
• Consumer Protection: Nothing in these Terms limits any rights you may have under the Consumer Protection Act, CQLR c P-40.1, or any other mandatory Quebec consumer protection legislation.
• Jurisdiction: Notwithstanding Section 17, if you are a Quebec consumer, you may bring claims in the courts of Quebec and Quebec courts have jurisdiction over consumer disputes.
• Privacy: Quebec Law 25 rights supplement those described in Section 10 and the Privacy Policy, including the right to data portability and de-indexation.

25.2 California Residents

For California residents, the following applies:

• Under California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254.
• DermaSci’s CCPA/CPRA rights disclosures are set out in Section 19 of the Privacy Policy.
• The class action waiver in Section 17.4 does not apply to public injunctive relief claims under California law.

25.3 EU/EEA Residents

For individuals located in the European Union or European Economic Area:

• Mandatory Consumer Rights: Nothing in these Terms limits mandatory rights granted to you as a consumer under the laws of your EU/EEA member state.
• Online Dispute Resolution: The European Commission provides an online dispute resolution platform at https://ec.europa.eu/consumers/odr/, which consumers in the EU may use to resolve disputes with traders established in the EU. DermaSci will engage with ODR platform proceedings once it establishes an EU presence.
• Automated Processing Rights: You have rights under GDPR Article 22 regarding automated individual decision-making, including the right to request human review of any AI-generated recommendation that significantly affects you.

25.4 Brazil Residents

For Brazilian residents, these Terms are subject to the Consumer Protection Code (Código de Defesa do Consumidor, Law No. 8,078/1990) and the LGPD to the extent they apply. Nothing in these Terms limits mandatory rights under Brazilian consumer protection or data protection law.

25.5 Mexico Residents

For residents of Mexico, these Terms are subject to the Federal Consumer Protection Law (Ley Federal de Protección al Consumidor) to the extent it applies. The ARCO rights set out in the Privacy Policy (Section 21\) apply. Nothing in these Terms limits mandatory rights under Mexican consumer protection law.

26. Amendments to These Terms

DermaSci may amend these Terms at any time. For material changes, DermaSci will:

• update the “Last Revised” date at the top of these Terms;
• post the revised Terms on the Platform;
• provide at least 30 days’ advance notice of material changes via the Platform or by email to your registered address; and
• where required by law (including under Quebec Law 25 and the GDPR), obtain fresh consent for any changes that materially expand DermaSci’s rights over your data.

Your continued use of the Platform after the effective date of any amendment constitutes your acceptance. If you do not agree, you must stop using the Platform and close your account before the effective date. An archive of previous versions of these Terms is available upon request.

27. General Provisions

27.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Subscription Agreement, Consent Forms, and any other documents expressly incorporated by reference, constitute the entire agreement between you and DermaSci with respect to your use of the Platform and supersede all prior or contemporaneous negotiations, representations, warranties, and agreements.

27.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

27.3 Waiver

DermaSci’s failure to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision in the future. No waiver by DermaSci of any breach or default will be deemed a waiver of any subsequent breach or default.

27.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without DermaSci’s prior written consent. DermaSci may assign these Terms or any of its rights or obligations to an affiliate, or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets, without your consent. In the event of such a transaction, DermaSci will provide reasonable notice to users through the Platform or by email, and the acquiring entity will be bound to handle personal information in accordance with the commitments in DermaSci’s Privacy Policy as it existed at the time of the transaction. These Terms are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

27.5 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and DermaSci. You do not have authority to make any representation or commitment on behalf of DermaSci.

27.6 Notices

Notices to DermaSci must be sent to: legal@dermasci.com, or by mail to DermaSci Corporation, [Address], Ontario, Canada. Notices to you will be sent to the email address registered on your account. Email notices are deemed received 24 hours after sending unless a delivery failure notice is received.

27.7 Language

These Terms are drafted in English. To the extent a translation is provided, the English version governs in the event of any conflict, except where mandatory law requires otherwise (see Section 25.1 for Quebec).

27.8 Contact Us

For general inquiries about these Terms, contact DermaSci at:

• Email: legal@dermasci.com
• Support: support@dermasci.com
• Privacy: privacy@dermasci.com
• Mail: DermaSci Corporation, \[Address\], Ontario, Canada

These Terms and Conditions have been reviewed and approved on behalf of DermaSci Corporation.

Nancy Eliott, Chief Executive Officer

DermaSci Corporation

DermaSci Corporation