Training Services Standard Terms and Conditions

1. Offer and Acceptance

Executing and submitting the Individual Enrollment Form (defined below) constitutes acceptance by the Applicant of an offer by HelpMeSee Inc., its subsidiaries, affiliates or Training Partners (“HelpMeSee”) to provide training services (“Services”) to qualified Applicants (together, the “Parties”) in accordance with these Standard Terms and Conditions and HelpMeSee’s Privacy Policy (the “Conditions”). The IEF, these Conditions, and the Applicant Data Storage and Sharing Consent constitute the entire agreement between the Parties (collectively, “the Agreement”), and supersede all previous agreements and understandings, whether written or oral, between HelpMeSee and Applicant with respect to the delivery of Services. No variation (including the introduction of any additional terms and conditions by HelpMeSee), change to, or modification of the Agreement shall be binding upon HelpMeSee unless signed by an authorized representative of HelpMeSee. The Agreement shall be deemed accepted upon HelpMeSee’s confirmation of receipt of the completed IEF and payment if applicable, and Applicant agrees to all Conditions contained in the Agreement from the date of acceptance. 

2. Definitions

“Deliverables” mean all documents, products, material, and data developed by HelpMeSee or any supplier as part of or in relation to the Services, in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, specifications and reports (including drafts). 

“Individual Enrollment Form” or “IEF” means the registration form for a HelpMeSee training course or program to which these Conditions are annexed. 

“Applicant” means the individual described as the Applicant in the IEF. 

“Services” means all or any of the services, including, without limitation, Deliverables described in the IEF which are to be performed or delivered by HelpMeSee. 

“Term” means the duration of the Agreement as described in Section 3 of the Conditions below. 

Any reference to “written” or “writing” shall include electronic communications, including but not limited to e-mail correspondence. 

3. Term and Termination

The Term of the Agreement shall commence as of the date of acceptance and shall expire once HelpMeSee has delivered the Services. HelpMeSee may terminate Services at any time, in whole or in part, by written notice to Applicant, with or without cause. If HelpMeSee terminates Services for any reason, Applicant’s sole and exclusive remedy shall be the return of payment made directly by Applicant, if any, to HelpMeSee for undelivered Services upon termination, and only if termination is not due to Applicant’s negligence or misconduct. For purposes of clarity, Applicant shall not be entitled to the recovery of economic damages beyond the amount paid by Applicant and does not include scholarships or subsidies paid by any other person or entity on Applicant’s behalf. 

4. Delivery

HelpMeSee shall furnish the Deliverables and/or Services in accordance with the conditions stated in the IEF, or such other conditions as may be agreed upon by the Parties in writing. All Deliverables and/or Services shall be delivered on the specified date(s) at the specified address and locations during normal business hours, or as otherwise communicated by HelpMeSee, and includes via web portals and digital delivery. 

5. ENROLLMENT AND Payment Terms

HelpMeSee will not enroll Applicant into a course unless and until HelpMeSee has received a fully executed IEF, has confirmed acceptance of Applicant into a course, and has received payment from Applicant or Applicant’s institution unless the course is sponsored by HelpMeSee. 

6. Transfers and Cancellation

Cancellations by Applicant must be made no later than 30 (thirty) days prior to course commencement. No refunds will be made for cancellations made after that date or for failure to attend the Course. All cancellations must be requested in writing. Applicant may transfer his or her enrollment in one course to another course up to 20 business days prior to the scheduled start date of the first registered course. Following a course transfer no refunds shall be made for cancellation or failure to attend. Only one course transfer is permitted. If a refund is approved, it will be made through the original payment method only. HelpMeSee reserves the right to cancel or postpone the start or end of a course at any time without incurring liability. If a delay exceeds one business day, HelpMeSee will provide, in its sole discretion, a full refund or credit for another course. 

7. Confidentiality

Applicant agrees to keep confidential, and not to disclose without prior written consent, all information relating to the activities or performance of any other Applicant. 

8. Media Release

Applicant agrees to being photographed and/or videotaped. Applicant understands that photos and/or video recordings of HelpMeSee training activities will be used for training, educational, and promotional purposes, and may be presented or published at such times and in such places as determined by HelpMeSee. If Applicant would like to withdraw their consent under this provision at any time, they may send a request to HelpMeSee at [email protected] and HelpMeSee will take any and all practicable steps to comply with such request. 

9. Right of Access

During the Term of the Agreement and in perpetuity, HelpMeSee shall have access to all materials and all other data obtained or generated by Applicant while providing the Services hereunder, including all computerized records and files. 

10. Data Protection and Privacy

For purposes of this Section 10, “Data Protection and Privacy Laws” means applicable and governing laws, regulations, and regulatory requirements and guidance relating to data protection and privacy. “HelpMeSee Personnel” means any person who is engaged in any activity on behalf of the HelpMeSee to perform the Services or any aspect thereof, including Sponsored Candidates, temporary workers, and independent contractors.  

Data Processing. HelpMeSee warrants that to the extent personal Data is processed, it will process personal data in compliance with Data Protection and Privacy Laws. HelpMeSee agrees that it shall: 

(a) process personal data solely to perform the Services, or as otherwise permitted under this Agreement or by law. Applicant understands, acknowledges, and agrees that data collected during delivery of Services may be de-identified and used for the purpose of research, development, and/or other legitimate business interests pursuant to HelpMeSee’s regular business as a training service provider; 

(b) ensure that any HelpMeSee Personnel who have access to Personal Data shall comply with the obligations set out in this Section 10 at all times; and 

(c) if required by law, notify Applicant in writing within five (5) business days if it receives any communication regarding data protection relating to the Services from a data protection authority or other regulatory authority or entity. The applicant shall provide HelpMeSee with full cooperation and assistance in relation to any such communication. 

Disclosures to Third Parties. HelpMeSee agrees that it shall not disclose Personal Data to third parties unless such disclosure is required by law, or otherwise permitted under this Agreement or in connection with legitimate business interests. IF APPLICANT IS ENROLLED THROUGH AN INSTITUTION, APPLICANT ACKNOWLEDGES AND ACCEPTS THAT HELPMESEE MAY PROVIDE TRAINING RECORDS IF AND AS REQUESTED BY THE INSTITUTION. 

Security. HelpMeSee agrees that it shall maintain an effective information security program. 

Data Export. HelpMeSee shall only process or export personal data as set out in this Agreement or in compliance with regulatory requirements or in connection with legitimate business interests. 

11. Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all materials, documents, work product, and any other materials delivered to Applicant by or on behalf of HelpMeSee in the course of performing the Services (i.e., the Deliverables) are owned by HelpMeSee. Applicant agrees (i) not to copy the Deliverables except where such copying is incidental or necessary for the purposes of completing the course; (ii) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Deliverables, and (iii) not to alter or modify the whole or any part of the Deliverables, or permit the Deliverables or any part of them to be combined with, or become incorporated into, any other materials. HelpMeSee grants Applicant a license to use its Intellectual Property free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Applicant to make reasonable use of the Deliverables and Services. 

12. Course/Program Modification

MODIFICATION – HelpMeSee reserves the right to modify the content of any course and or program at any time without notice. 

13. Applicant’s Responsibility

IT IS APPLICANT’S RESPONSIBILITY TO DETERMINE WHAT REGULATORY, TRAINING, LICENSES, CERTIFICATIONS, AND/OR ADDITIONAL QUALIFICATION(S) MAY BE NECESSARY AND/OR REQUIRED TO PERFORM SURGICAL PROCEDURES OR DELIVER MEDICAL SERVICES, AND TO SATISFY THOSE REQUIREMENTS PRIOR TO OFFERING OR PERFORMING ANY MEDICAL PROCEDURES OR DELIVERING SUCH SERVICES. 

14. Indemnification and Hold Harmless

Applicant shall hold HelpMeSee and its representatives and agents harmless with respect to all claims, liabilities, damages or expenses (including reasonable attorneys’ fees) which relate to or are caused by Applicant’s negligence, misconduct, or breach of these Conditions. Applicant and Applicant’s institution, if any, agree that HelpMeSee shall not be held liable for any direct or indirect loss of profit or any other commercial damages, including but not limited to special, incidental, punitive, consequential in connection with claims arising out of the use of the Deliverables or Services even if any party has been notified of the possibility of such damages. Applicant and Applicant’s institutions, if any, agree to use the Deliverables and Services at their own discretion and their own risk, and to not hold, nor attempt to hold, HelpMeSee liable for any loss, liability, claim, demand, damages, or legal cost or other expenses arising in connection with the use, misuse, or inability to use the Deliverables or Services.

15. Assignment

Applicant may not assign or subcontract any rights or obligations due or to become due under this Agreement except as otherwise permitted herein. HelpMeSee may assign this Agreement to any affiliated company or successor in interest. 

16. Waiver

A waiver by HelpMeSee of any breach of the Agreement shall only be effective if outlined in a written instrument duly executed by or on behalf of HelpMeSee. No waiver by HelpMeSee of any term or condition shall be deemed to be or construed as a waiver of any other term or condition and shall not constitute a waiver by HelpMeSee of any other similar breach. 

17. Cumulative Remedies

The rights, remedies, and damages available to HelpMeSee under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. HelpMeSee shall be entitled to recover all damages of any sort, including but not limited to consequential and incidental damages caused by Applicant’s breach of any warranty or breach of any provision of the Agreement. 

18. Governing Law and Venue

The Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, United States of America, and the Parties agree to submit to the exclusive jurisdiction of the courts of the state of Delaware. 

20. Conflict

In case of any conflict between these Conditions and the IEF, these Conditions shall prevail. 

21. Modification of Conditions

For purposes of practicability, HelpMeSee reserves the right to modify, amend, supplement, or revise in any way whatsoever these Conditions without obtaining the consent of Applicant. If Applicant has questions concerning the current Conditions, they may contact HelpMeSee for the latest version of these Conditions. 

22. Survival

Provisions of these Conditions which, by their nature, should survive termination or expiration of the Agreement shall remain in effect following any termination or expiration of the Agreement. 

23. Warranty and Disclaimer

All HelpMeSee courses and course materials are provided strictly for educational purposes only. HelpMeSee warrants that the simulator-based training of the tasks or procedures delivered subject to this Agreement is accurate, reliable, and sufficient to support Applicant’s performance of those tasks or procedure on a simulated eye. Apart from this express warranty, HelpMeSee makes no representations or warranties with respect to the accuracy, reliability, sufficiency, or completeness of the contents of the training, and specifically disclaims any implied warranties or merchantability or fitness for any particular purpose, including application of the training to a non-simulated eye or on a live patient. HELPMESEE MAY PROVIDE OPTIONS FOR LIVE SURGERY EXPERIENCE WITH AN ACCREDITED TRAINING ORGANIZATION BUT DISCLAIMS ALL WARRANTIES AND TAKES NO RESPONSIBILITY FOR THE QUALITY OR ADEQUACY OF THE EXPERIENCE TO PREPARE APPLICANT TO PERFORM LIVE SURGERY ON A PATIENT. 

24. Acts or Omissions

If HelpMeSee’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Applicant, HelpMeSee shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Applicant, in each case, to the extent arising directly or indirectly from such prevention or delay. 

25. Force Majeure

HelpMeSee shall not be liable or responsible to the Applicant or Applicant’s institution, if applicable, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of HelpMeSee. 

26. Anti-Corruption Compliance

Applicant agrees that it shall neither undertake, nor cause, nor permit to be undertaken, directly or indirectly through any third party, any activity which (i) is illegal under any laws, rules, or regulations applicable to Applicant’s or HelpMeSee’s actions; or (ii) would have the effect of causing HelpMeSee to be in violation of the U.S. Foreign Corrupt Practices Act. Applicant further agrees that no payments of money, gifts or other things of value shall be made to any such third parties or government official on behalf of or for the benefit of HelpMeSee without HelpMeSee’s prior written approval (which may be withheld by HelpMeSee in its sole discretion). For the purpose of this Section 26, the term “government official” means (i) any officer, employee or other person acting in an official capacity for or on behalf of a government or any department, agency or instrumentality thereof, (ii) any officer, employee or other person acting in an official capacity for or on behalf of a public international organization (such as the United Nations, World Bank, or World Health Organization), (iii) any local or international non-governmental organization, (iv) any political party or official thereof or any candidate for political office, and (v) any family members or representatives of any of the individuals listed above. 

27. OFAC Compliance

Applicant warrants and represents that he or she is not now nor have they ever been a person or entity who (a) is the target of any law administered by a government entity imposing economic sanctions or trade embargoes (“Prohibited Person” or “Specially Designated National” or “SDN”); or (b) is a resident or citizen of a country or territory that is, or whose government is, the target of sanctions by a government entity (“Prohibited Country”). HelpMeSee shall not provide Services to an SDN, or provide any Services in a Prohibited Country, or use any supplier to perform the Services who is a Prohibited Person, directly or indirectly, by one or more Prohibited Persons, or that is located or organized in a Prohibited Country. 

28. Fair Exchange

Applicant and Applicant’s institution, if any, accepts participation in a course, including the Deliverables and Services, as a fair exchange for payment. Applicant acknowledges and accepts that reports, de-identified data, artifacts, audio, video, and any digital recording of training generated by or on behalf of HelpMeSee is permissible, and all rights therein shall be owned by HelpMeSee in exchange for participation in a course. 

LAST UPDATED: June 15, 2023