Gestalt PathCloud

Terms of service

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Gestalt Diagnostics, Inc., doing business as Gestalt ("Gestalt", “we”, “us”, or “our”), concerning your access to and use of the PathFlow Solution (the “Solution”) as well as any related services and software (collectively referred to as the “Products”) provided by Gestalt Diagnostics. By accessing PathFlow, you agree that you have read, understood, to abide by these Terms of Service, and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing this solution or using any other services and software provided by Gestalt. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted. These Terms of Service were last updated on April 5, 2023.

Limitations of Use

By using our Products, you warrant on behalf of yourself, your users, and other parties you represent that you will not:

modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained in this solution;
remove any copyright or other proprietary notations from any materials and software in this solutiom;
transfer the materials to another person or “mirror” the materials on any other server;
knowingly or negligently use this solution or any of its associated services in a way that abuses or disrupts our networks or any other service Gestalt provides;
use this product or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
use this product or its associated services in violation of any applicable laws or regulations;
use this product in conjunction with sending unauthorized advertising or spam;
harvest, collect, or gather user data without the user’s consent; or
use this product or its associated services in such a way that may infringe the privacy, intellectual property rights, regulatory statutes or other rights of third parties

Intellectual Property

The intellectual property in the materials contained in this product is owned by or licensed to Gestalt and is protected by applicable copyright and trademark law. We grant our users permission to access the products and solutions for use in the way it is outlined in our corporate MSA and as is permitted and intended to be used under our corporate agreement. This constitutes the grant of the right to use of a license, not a transfer of title. This license shall automatically terminate if you violate any of these restrictions or the Terms of Service, and may be terminated by Gestalt at any time under the Terms of Cancellation in our MSA for any reason stated in our MSA to include breach.

User Representations

By using the Product, you represent and warrant that: (1) you are an authorized user; (2) you will maintain the privacy, confidentiality and security of such information; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you will not access the Solution through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Solution for any illegal or unauthorized purpose; and (7) your use of the Solution will not violate any applicable law or regulation.

User Registration

Your right to use is as determined by your System Administrator. You agree to keep your password confidential and will be responsible for all use of your account and password.

Liability

We may include software for use in connection with our services. If such software is accompanied by an end-user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our services and in accordance with these Terms of Service. Any Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any Software. You may not reproduce or redistribute any software except in accordance with the EULA or these Terms of Service. In no event shall Gestalt or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use this Solution or the materials on this platform. In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Product; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Product with whom you connected via the Product. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Solution ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Severance

Any term of these Terms of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms of Service is not affected.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: gestaltdiagnostics.com/privacy. By using the Product, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Product is hosted in the country in which you are located. If you access the Product from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the country of your organization’s origin, then through your continued use of the Product, you are transferring your data to the country of origin, and you agree to have your data transferred to and processed in the country of origin.

Governing Law

These Terms shall be governed by and defined following the laws of Washington. Gestalt and yourself irrevocably consent that the courts of Washington shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.