Taliaz Predictix Terms of Use
August 2021, Rev #6
These Terms of Use (hereinafter: “the Terms of Use”) govern the User’s (as hereinafter defined) conditions of using the Services and Products (as hereinafter defined), including with regard to using the information, contents, and services included on Taliaz’s Platform (app.predictix.net) (the “Platform”) or available through links that appear on it.
- General, Consent, and Application.
1.1. The provisions of Taliaz’s Privacy Policy (“the Privacy Policy”) constitute an inseparable part of the Terms of Use. The User is requested to frequently and meticulously read the Terms of Use and the Privacy Policy, noting that such terms and conditions may change from time to time. A User who does not agree to any of the provisions of the Terms of Use and/or the Privacy Policy is requested to abstain from any use of the Services, Products, and the Platform. Any access or use or attempted use of the Services, Products, and the Platform by the User will be possible only after the User’s agreement to the Terms of Use and the Privacy Policy.
1.2. Taliaz may at any time, according to its discretion, and without providing any notice to the User, change and/or terminate the option of using the Platform or the Services and/or any part thereof and/or block the access to the Platform, in whole or in part, for certain Users or everyone and/or to permanently or temporarily revoke any license or right conferred to a User of the Platform within the framework of the Terms of Use.
1.3. In addition, Taliaz may, at any time, according to its discretion, change, amend and also annul the provisions of the Terms of Use and the provisions of the Privacy Policy or any part thereof, or to add and include in the framework of the Terms of Use and/or the Privacy Policy new provisions which shall govern the way in which the Services and Products shall be provided to the User and/or determine the use of the Platform. It is hereby clarified that such changes, amendments, annulments or additions shall be with immediate effect. Without derogating from the aforementioned, any access or use or attempted use of the Services and the Platform by a User will be possible only after the User’s consent to the Terms of Use and the Privacy Policy and which include the mention of such changes, amendments, annulments or additions. Taliaz urges the Users to follow the updates of the Terms of Use by, among others, frequently, and prior to any use of the Platform, visiting this page and the Privacy Policy page.
1.4. The Terms of Use equally address the two genders, singular and plural, and the use of the masculine form or the singular or plural forms is for convenience only. The captions of the Terms of Use are for convenience only and shall not be deemed a part thereof or effect the construction of any provision hereof.
1.5. For the purpose of the Terms of Use, the following terms shall have the hereinafter meanings:
1.5.1. “Client” — patient (the “Patient”), subject (the “Subject”), physician (the “Physician”), including the Patient’s or Subject’s health care provider or any geneticist, clinical geneticist pharmacist, genetic counselor and specialist, genetic institute (as defined in the Israeli Genetic Information Law), genetic testing laboratory, including medical laboratories that have been granted a license to perform genetic testing (pursuant to the Israeli Genetic Information Law).
1.5.2. “Associates” — additional individuals in respect of whom the Client provides information to Taliaz.
1.5.3. “User” — a visitor and/or user of the Platform, including a Client.
1.5.4. “Services” — conducting the Digital Test or the Genetic Test (as defined hereunder), granting and accessing the Test Reports (as defined hereunder).
1.5.5. “Products” — products that Taliaz provides, which include the questionnaire, the Test Reports, the Digital Test, the Genetic Test, and the test results.
1.5.6. “Consent Form” — a form provided to the Patient by Taliaz, which includes a written informed consent, in connection with the Genetic Test, which includes taking a DNA sample, conducting a genetic test, and giving genetic information to Taliaz, which shall be used by it and transferred to third parties pursuant to the Terms of Use and the Privacy Policy and otherwise as set forth thereunder.
1.5.7 “Taliaz”— Taliaz Ltd.
1.5.7. “The Digital Test”— the Predictix test, aimed at recommending a medicinal treatment to a Subject’s Physician, in light of the clinical, demographic, and behavioral information of the Subject using the Predictix System.
1.5.8. “The Genetic Test”— the Predictix test, utilizing a sample of the Subject’s saliva for DNA analysis, aimed at recommending a medicinal treatment to a Subject’s Physician in light of the clinical, demographic, behavioral and/or genetic information of the Subject using the Predictix System.
1.5.9. “Tests”— the Digital Test and the Genetic Test.
1.5.10. “Test Report”— the output of the Predictix System, which gives the Physician an indication about a possible match for the medications detailed in it, which may assist the Physician in the prescription of the treatment, while maintaining the ability to exercise independent review of the entirety of the data (including the clinical data) related to the Subject.
1.5.11. “The Predictix System” or the “System”— Taliaz’s system for processing clinical, demographic, behavioral, and/or when utilized as part of the Genetic Test, genetic information, in order to recommend medicinal treatment.
- Using the Platform and the Services
2.1. Taliaz grants the User a limited non-exclusive, non-sub licensable revocable license for the personal (non-commercial) use of the Platform, and all subject to the Terms of Use and the Privacy Policy (the “License”). Excluding the Client’s right to view and save the Test Report(s) that pertain to him and/or his Patients, for his personal use and/or the personal use of the Patient, the User is prohibited to perform any copying, distribution, transmission, transferring, publishing, or other commercial exploitation of the Platform, System and/or any other content which is found on it and/or is available through it, without the prior written consent of Taliaz (which may refrain from granting such consent or condition it upon terms, according to its sole discretion and without being required to provide explanations for the matter).
2.2. Taliaz may refuse to grant the License, or any part thereof to a User or to revoke, at any time, the License or the rights granted to the User by these Terms of Use, or to block the User’s access to the System, the Platform, or any part thereof, according to its sole discretion and without being obligated to give prior notice in that regard.
2.3. Taliaz may, at any time, according to its sole and absolute discretion, change and/or terminate the provisions of the Services using the Platform and/or any part thereof, and this, without being obligated to give the User any notice about it.
2.4. The connection with Taliaz, as well as the use of the Products, shall be only done in accordance with the Terms of Use, the Privacy Policy, and other documents that shall be provided by Taliaz and/or anyone on its behalf with regard to the Products and/or Services (including the Consent Form) (“the Additional Documents”). Without derogating from the aforesaid, in any case of contradiction or inconsistency between the content of the Platform and/or any other document published on the Platform and the content of the Additional Documents, the content of the Additional Documents shall prevail.
2.5. The Platform, in its entirety, including all of the information that appears on it and/or is available through it and/or any link to any other website or platform that appears on it is based upon may be used, subject to the Terms of Use and the Privacy Policy, “As Is”, and without any warranty and/or representation and/or declaration which are not explicitly detailed in the Terms of Use, including without limitation no warranty and/or representation and/or declaration of any sort, either expressed, implied or by virtue of any law, with regard to the quality, reliability, measure of accuracy, measure of wholeness, level of updating, availability, sequence of use and/or features of the Platform and the information on it and also their use and/or their suitability for a particular purpose or need. Submission of content by User does not imply endorsement by Taliaz of the content. Without limiting the above, Taliaz makes no warranty whatsoever with respect to (i) the Platform meeting your requirements, or being uninterrupted, continuous, timely, secure, or error or virus free; (ii) whether User’s use of the Platform or any related services will generate any results or consequences, nor in terms of the correctness, completeness, availability, accuracy, reliability or otherwise, or in connection with submissions or prevention of unauthorised access, sharing or download of content; or (iii) User’s use of the Platform and/or Services and/or Tests is lawful in any particular jurisdiction.
2.6. The use of the Platform and the information available on it (including the Test Report) does not constitute any medical recommendation and/or counseling (including genetic counseling). The use of the Tests, and the information available on the Platform (the Test Report) is strictly at the User’s own risk, and Taliaz shall not be responsible for any damage or loss, whether direct or consequential, related to the use of the System and/or the Platform and/or the information found on it (including the Test Report) and/or the use of the Services and/or the relying on any of them. Taliaz shall not be liable or responsible for any failure of the Physician to procure the right health care. Taliaz is not a health service provider or a medical organization and therefore is unable to provide medical advice. . User shall always seek the advice of a healthcare professional for any medical questions User may have.
2.7. The Genetic Test
2.7.1. The Subject must provide Taliaz with the appropriate sample according to the type of Genetic Test as detailed in the Predictix System, along with (a) a Consent Form, approved by him; and (b) the questionnaire found on the Platform. It is hereby clarified that Taliaz shall only deal with saliva samples that it receives following the approval of the Consent Form and a questionnaire completed to Taliaz’s satisfaction, and this, at Taliaz’s discretion.
2.7.2. Taliaz shall sequence DNA from the sample provided by the Subject, on its own or using an external laboratory (“the External Laboratory”). The DNA shall be analyzed, and when the results of the DNA test are received, its data shall be entered into the Predictix System and, with the data from the questionnaire, the Test Report shall be produced.
2.7.3. If there is any fault in the saliva sample provided by the Subject, and it is impossible to produce a DNA analysis from it for any reason whatsoever, the Subject shall have to repeat the process.
2.7.4. Taliaz shall provide to the Physician of the Subject access to the Test Results.
2.8. The Tests
2.8.1. The Test Report produced as the result of Subject’s or Patient’s use of either of the Tests is intended solely for use by Subject’s or Patient’s Physician for the purpose of supporting or providing recommendations to the Physician about treatment of the Subject’s or Patient’s existing disease or condition. The Physician is not intended to rely primarily on any of such recommendations of the Test Report to make a clinical diagnosis or treatment decision regarding an individual Subject or Patient.
2.8.2. The Tests are intended solely for Subjects or Patients with prior diagnoses of Major Depressive Disorder.
28.3. The Test are not intended for Subjects or Patients with psychiatric conditions where the underlying psychiatric condition may require an urgent or immediate clinical intervention and the delay of the intervention may pose significant harm to the Subject or Patient, including, but not limited to, the treatment of suicidality.
- Declarations and Undertakings
3.1. The Physician, declares and undertakes as follows:
3.1.1. That the Subject has authorized him to take a DNA sample using a DNA collection tube, to fill out the Test questionnaire, to send the DNA sample to Taliaz and/or an external laboratory (as per Taliaz’s instructions) using a DNA collection tube, and to receive the Test Results from Taliaz. The Physician further confirms that the Genetic Test is conducted in connection to full medical services;
3.1.2. That he has given the Patient a detailed explanation regarding the meaning of the Genetic Test (including pursuant to the Consent Form), the collection of a genetic sample and the conducting of researches (as it appears on the Consent Form), and that after he gave the Subject the legally required explanations, including an explanation that the Consent Form includes a written informed consent according to any applicable law, including the Genetic Information Law, 5761-2000 and GDPR, and approve that the Subject has signed the Consent Form;
3.1.3. That he understands and has explained to the Subject the rest of the provisions of these Terms, and that (a) the Physician, and him alone, is the only one who determines the proper medicinal treatment, while examining the entirety of the Subject’s clinical data, and that the Subject has undertaken before him not to make any use of the Test Results, in whole or in part, unless pursuant to the Physician’s advice, and at his own risk; (b) the limits of the Genetic Test (as hereinafter detailed and on the Consent Form); (c) sometimes, due to the performance of a certain genetic test, there may occur a situation where a disorder or any other condition, which were not initially intended to be detected, shall be identified; (d) it is possible that certain samples and additional information received from the Test shall be kept for the purpose of improvement processes, internal checks and validation, teaching and/or research purposes, and that this shall only be done after any identifying details have been detached from the DNA samples in a manner that shall not enable the re-identification of the Subject. Moreover, it is possible that non-identifiable information (which has been stripped of details that enable the identification of the Subject) shall be transferred to research databases; (e) Subject to his consent on the Consent Form, following the performance of the Genetic Test and with the expiration of the time period required by law for the preservation of the DNA sample, the DNA sample shall be preserved when it is identified for the purpose of any research approved by law if the Subject has checked on the Consent Form that he agrees to the preservation of the DNA sample when it is identified; in any other case, the DNA sample shall be preserved when it is non-identifiable (DNA samples that are preserved over time lose their quality, and it is possible that they cannot be used).
3.2. The Subject confirms by his/her signature that s/he is not one of the following: pregnant, a minor under the age of eighteen (18) years old, a person for whom a guardian was appointed, legally incompetent.
3.2.1. S/he is aware of the limits of the Tests, including that—
(a) The Tests are performed within the context of full medical services, and are not designated to provide information regarding diseases or syndromes the Patient carries and does not perform any medical diagnosis; (b) due to the complexity of genetic tests, a certain rate of erroneous results, which may distort the test results, is possible; (c) the Tests do not supersede the Physician’s decision, but serves as a decision-supporting tool that assists the Physician in personalizing the treatment for the Patient; (d) both Tests are not used to diagnose depression or any other mental condition; (c) the proper interpretation of the Test Report and its use for the purpose of providing medical service depends on many factors, which Taliaz is not responsible for, such as (1) a full and accurate report about the Subject’s health condition and/or the health condition of the Subject’s family, (2) the reliability of the answers to the questionnaire, (3) the reliable results of the genetic test performed by the laboratory, (4) additional background diseases, and (5) life events, and more; (e) the Tests are, inter alia, statistical analyses that rely on probabilistic tools in order to assist the Physician in determining the suitable medicinal treatment; (f) the performance of the Tests does not guarantee that the Services shall yield the desired or optimal results for the Subject, and nothing in the performance of the Tests guarantees that the forecast given in the framework of the Services shall indeed be accurate. The Tests are not intended for the aforesaid in Section 3.2.
3.3. The Subject agrees, declares, and undertakes as follows:
3.3.1. That the Genetic Test is for investigational use only. The performance characteristics of the Genetic Test have not been established. In the event that he is using the Genetic Test, he has signed the Consent Form;
3.3.2. To give Taliaz data by law and with permission, and that the data he gives to Taliaz shall remain, correct, up-to-date, and complete for as long as he receives Services and/or Products, and that Taliaz may use it pursuant to the Terms of Use and the Privacy Policy;
3.3.3. To take sole and complete responsibility, including for any risk stemming from any use made of the Platform and/or Products and/or Services and/or the Test Results (including with regard to the User information and including with respect to the Associates about whom he gives information);
3.3.4. That he himself is the Subject (as defined in the Genetic Information Law of his country) in respect of whom the genetic information is provided to Taliaz;
3.3.5. That he consents to the use of Personal Information, as defined in the Privacy Policy, and the Informed Consent including the genetic sample, for the purpose of research in the field of mental health.
3.3.6. That he agrees that the personal information (as defined in the Privacy Policy) provided to Taliaz will be stored in Taliaz’s registered database, whose goals include servicing clients and giving medical and para-medical services.
3.3.7. That the Physician, and him alone, is the only one who determines the proper medicinal treatment, while independently examining the entire clinical data of the Subject.
3.3.8. That the Subject is at least 18 years old and is not pregnant.
3.4. The User (including the Patient and the Physician) declares and undertakes:
3.4.1. That he is aware that nothing in the Tests and the Test Report constitutes any suggestion or consultation, neither general or such that considers the Patient’s personal needs, and that the Physician, and him alone, is the only one who determines the proper medicinal treatment, when examining the Subject’s entire clinical (and other) data.
3.4.2. That he shall not, and shall not enable others to: (a) use the platform and/or Product and/or Services and/or the information available on any of them (including the Test Report) in violation of any applicable law, regulation or rule, or beyond the scope of the license under of the Terms of Use (including without limitation the Consent Form); (b) bypass, change, interfere or hinder any component (including security components) on Platform or the information on the Platform; (c) use the Platform and/or the information included on it, in any manner, in order to violate the privacy of any other User and/or cause any damage to any other person or to cause any harm to any other person; (d) to collect and/or store information about the Users on the Platform; (e) infringe, in any way, the rights of Taliaz or any third party, including intellectual property rights; (f) copy, publish, replicate, transmit, publicly display, process, reverse engineer, create derivative works, sell, sublicense, rent, transfer or participate in a transfer, rent or sale, distribute, change or give to a third party any part of the Platform, Product and/or the contents available on any of them, including the code, the contents, and the services included on them; (g) take advantage of the Platform in any way, other than for the purpose for which they were designated; (h) impersonate Taliaz, any other User or any third party; (i) transfer the access means allotted to him (if allotted) to the use of another person, unless an explicit written approval to that end was received from Taliaz; (j) decelerate or otherwise sabotage the operation of the Platform; (k) use the System and/or Platform to knowingly access any confidential or other non-public information of any third party without such third party’s permission; (l) disassemble, decompile, decode or otherwise attempt to gain access to the source code or any part thereof; (m) combine the Platform or any part thereof with, or incorporate the Platform or any part thereof in, any other programs; (n) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Platform and/or the System and/or the Services; (o) use the Platform in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any computer systems; (p) create a database by systematically downloading and storing all or any of the content from the System and/or Platform and/or Services; and (q) forward any data generated from the System and/or Platform without Taliaz’s prior written consent.
- Subcontracting
4.1. As a subcontractor within the meaning of the laws and regulations applicable to it with regard to the protection of personal data, Taliaz undertakes to:
4.1.1. process the Subject’s personal data only for the purpose (s) pursued by the Doctor, with the exception of the possible reuse by Taliaz of only anonymized data for statistical purposes for the needs of improving the quality of the System;
4.1.2. process personal data in accordance with the documented instructions of the Doctor in his capacity as data controller. If Taliaz, as a subcontractor, considers that an instruction constitutes a violation of the applicable regulations, he immediately informs the Doctor.
4.2. With regard to the confidentiality of personal data processed under the Terms of Use, Taliaz undertakes to:
4.2.1. not to communicate or transfer personal data to unauthorized third parties;
4.2.2. ensure that the persons authorized to process personal data under the Terms of Use undertake to respect the confidentiality of the personal data processed or are subject to an appropriate legal obligation of confidentiality and receive the necessary training in protection of personal data;
4.2.3. to the extent possible, help the Doctor, as data controller, to fulfill his obligation to respond to requests for the exercise of the rights of data subjects;
4.2.4. collaborate with the Doctor in carrying out any analysis of the impact on data protection relating to the processing of personal data decided by the Doctor and, where applicable, any prior consultation of the competent national data protection authority ;
4.2.5. notify as soon as possible to the Doctor, in his capacity as data controller, any violation of personal data processed within the framework of the Predictix System of which Taliaz is aware;
4.2.6. implement the appropriate technical and organizational security measures, in particular by means of pseudonymization devices by default, in order to guarantee the anonymity of the Subjects and a level of security of personal data adapted to the identified risks, in particular by proceeding in storage of these data with an approved health data host within the meaning of the regulations in force, so as to prevent destruction, loss, alteration, deformation or other modification, pirating, misappropriation, damage, access by unauthorized persons or disclosure of personal data that Taliaz processes, in any way, on behalf of the Doctor.
4.3. At the end of the Terms of Use, at the choice of the Doctor, Taliaz undertakes to delete or restore to the Doctor or any third party designated by him the personal data that Taliaz has processed as a subcontractor and, in all in this case, not to keep any copies and not to use them for any reason whatsoever, except for the period when their archiving or their conservation is required by the laws or regulations in force.
4.4. The Doctor may have an audit carried out, at his exclusive expense once a year and subject to prior information 2 months before the start of operations, to ensure that Taliaz fulfills its obligations as a as a subcontractor of the Doctor with regard to the applicable laws and regulations.
4.5. Taliaz undertakes to only transfer personal data outside the European Union on the basis of an adequacy decision like that granted by the European Commission to the State of Israel. either of appropriate guarantees, such as standard contractual clauses, and – in the latter case – after having carried out an assessment of the respect by the national law of the third State of the rights granted to the Subject in accordance with the applicable protection regulations personal data.
4.6. Under the terms hereof, the Doctor declares and acknowledges Taliaz authorized to use any subsequent subcontractor, provided that the latter undertakes to comply with the same conditions as those provided for the processing of personal data under the Conditions of use.
- Intellectual Property
Among the parties, Taliaz holds the full rights (exclusively) in respect of the Tests, the Test Report, the Services, the Platform, including the components, features and models of any of them, the updates, changes, improvements and upgrades of any of them, and for any future development of any of them (even if done on the basis of insights provided by any User), the data available on any of them (excluding the User information) and all other rights, including any right of patent, trademark, design, copyright and any other intellectual property rights related to the aforesaid, whether listed or not (the “Trademarks”). All of the rights not conferred within the framework of the license are reserved for Taliaz. Nothing hereunder shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without Taliaz prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to Taliaz’s benefit. If User provides suggestions, ideas, or other feedback to Taliaz about the System and/or Platform, Taliaz will be free to exercise all rights in such feedback without restriction and without compensating User.
- Liability and Indemnification
6.1. The use of the Platform and/or Products and/or Services is under the sole and full responsibility of the User. Taliaz shall not bear any responsibility or obligation, by virtue of any legal cause whatsoever, for any damage, loss, expense or harm, direct or indirect, secondary, extraordinary or consequential, and this includes attorney’s fees and litigation expenses (collectively hereinafter, “Damages”), which stem or are related in any manner whatsoever to the Terms of Use, Privacy Policy, the Tests (including any results and reliability), the Products, the Services, the Platform and/or the information on it, including without limitation any damages caused due to any failure, error, unavailability of the Services and/or Products, inaccuracies, omissions, lateness or delay of any action or data transmission, hardware and/or software damages caused by viruses of any sort (including any damages to the User’s end device), any communication disconnect, theft, destruction, the existence of illegal access pertaining to the Platform and/or the information on it and/or the information provided by the Client.
6.2. If the said limitations are not permitted by law, Taliaz’s overall liability for all of the damages, accumulatively, in respect of the Platform, the Tests (including the Test Report), the Terms of Use and/or the Privacy Policy shall not exceed the minimal amount permitted by law.
6.3. The User is aware and consents to the fact that the use of the Platform is conditioned upon an available internet connection, and the inexistence of an internet connection and/or the termination of the connection shall prevent the use of the Platform. The User agrees that he alone shall bear all of the various charges of the communications service provider, which may be collected for the necessity of an internet connection in order to use the Platform. Taliaz shall not bear any responsibility whatsoever for any damage that may be caused due to the termination of the Services or the availability of the Platform, including due to maintenance work, whether or not the User received notice about them. The User understands and agrees that any responsibility and/or risk with regard to the aforesaid shall solely apply to the User.
6.4. The User agrees and undertakes to indemnify and compensate Taliaz, its directors, officers, employees, consultants, shareholders and their respective affiliates and anyone on Taliaz’s and/or anyone on Taliaz’s behalf, for any claim, demand and expense, including attorney’s fees, stemming from any use the User will make of the Test Results and/or the Products and/or the Services and/or the Platform and/or the information on it and/or any violation of the Terms of Use and/or any violation of the law by the User.
- Governing Law, Jurisdiction, and Miscellaneous
7.1. These Terms of Use and anything stemming from them shall be solely governed by the Israeli law. In any case of dispute with regard to the Terms of Use, the disagreement shall solely be resolved in courts of the Tel Aviv-Jaffa District and no other court shall have jurisdiction.
7.2. If and inasmuch as it is determined by a competent court that any provision of the Terms of Use is contrary to the law, it shall not abrogate the rest of the provisions of the Terms of Use and/or the parts of such annulled provisions which were not abrogated and/or abridged by the aforementioned court.
7.3. Taliaz may assign and/or transfer and/or endorse its rights as per the Terms of Use to any third party at its sole discretion and without being required to give any notice to the User.
7.4. No partnership, agency relationship or joint venture exists between Taliaz and the User.