TERMS OF USE

1. The PRISMS Service

PRISMS (Patient Reports & Information Management System) is a secure healthcare workflow platform owned and operated by Solasta Software Solutions Ltd. (“Solasta”), an Alberta, Canada corporation. This platform is licensed as a Software as a Service (SaaS) to OncoHelix Inc. and its globally affiliated laboratories and clinical partners (collectively, “the Customer”, “the subscriber”).

2. Global Compliance & Data Residency

PRISMS facilitates clinical workflows across various jurisdictions, including but not limited to North America, Europe, and the Middle East.

Processor Role: Solasta acts strictly as a Data Processor. The Customer remains the Data Controller under all applicable laws (e.g., GDPR, HIPAA, and UAE Federal Law No. 2 of 2019).

Data Localization: Where required by regional law, Solasta will utilize regional cloud infrastructure to satisfy data residency requirements, provided the Customer has requested such regional hosting in writing.

International Transfer: The Customer represents that it has the legal right to transfer data to Solasta’s secure processing environments in Canada or other authorized regions under relevant legal exemptions for diagnostic testing.

3. Representations and Warranties by the Customer

By accessing or uploading data to PRISMS, the Customer represents and warrants that:

• Legal Authority: It possesses all necessary licenses and legal authority to handle the patient samples and health data being processed.
• Informed Consent: It has obtained explicit, written informed consent from the data subject (patient) for the collection, processing, and international transfer of their health information as required by the jurisdiction of origin.
• Accuracy: All clinical data and patient identifiers uploaded are accurate and maintained in accordance with medical record-keeping standards in the Customer's jurisdiction.

4. Indemnification & Limitation of Liability

4.1 Indemnification

The Customer shall defend, indemnify, and hold harmless Solasta from and against any and all claims, regulatory fines, or damages (including legal fees) arising from:

• A breach of Section 3 (Representations and Warranties).
• Any claim that patient data was processed or transferred without valid consent.
• Any regulatory action taken by international health authorities due to the Customer's failure to comply with local data localization, archiving, or health information rules.

4.2 Limitation of Liability

To the maximum extent permitted by law, Solasta’s total liability for any claim shall not exceed the total fees paid by the Customer to Solasta in the 12 months preceding the claim. Solasta shall not be liable for indirect, incidental, or “punitive” damages.

5. Intellectual Property & Acceptable Use

All software, code, and interface designs are the exclusive property of Solasta. The Customer and its authorized users are strictly prohibited from:

• Reverse engineering, “scraping,” or attempting to bypass platform security.
• Using the platform for any purpose other than authorized diagnostic reporting.
• Sharing login credentials or failing to use Multi-Factor Authentication (MFA).

6. Dispute Resolution (International Arbitration)

Governing Law: The laws of the Province of Alberta, Canada.

Arbitration: Any dispute shall be settled by binding arbitration under the Rules of the International Chamber of Commerce (ICC).

Venue: The seat of arbitration shall be Calgary, Canada, or another neutral location if mutually agreed. The language of the proceedings shall be English.

Enforcement: The resulting award shall be final and binding, enforceable in any court of competent jurisdiction under the New York Convention.

7. Termination

Solasta reserves the right to suspend or terminate access immediately, without notice, if it reasonably believes the Customer or its users are in violation of international data protection laws or these Terms.

8. Contact and Notices

Technical or Platform Queries: For questions regarding these Terms or the PRISMS platform, please contact Solasta at support@solastasoftech.com.

Patient Data Requests: Solasta acts as a service provider; all inquiries regarding personal health information or the exercise of data subject rights must be directed to the Customer (the healthcare provider or laboratory) who authorized the use of this service.

Official Notices: Legal notices to the Customer shall be sent to the contact information provided in the Customer’s Service Agreement.

https://prisms.live