By installing and/or using the Agent, you acknowledge that you have read and agree to these Terms. In addition, by using the Agent and any related services, You agree to be subject to any applicable posted guidelines or rules which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated into these Terms. If you do not agree, or cannot comply, with any portion of these Terms (except as explained in Section 14), then you should not and may not use the Agent.
- USE. Life Image grants You a non-exclusive, non-transferable, non-sub-licensable, limited right to install and allow Your users whom You employ for the operation of Your business (Your “Users”) to use the Agent solely to, in accordance with the Terms, digitally exchange exams and reports containing protected health information and other medical data with other health care providers and in accordance with all laws and regulations that may apply. This right is granted solely to You and not to any parent, subsidiary, affiliate, or third party. You and Your Users may not use or copy the Agent, or any copy thereof, in whole or in part except as expressly provided in these Terms. You acknowledge that the Agent and its structure, sequence, organization, and source code contain valuable trade secrets of Life Image, its affiliates, and its licensors.You will not, and shall require Your Users to not either directly or indirectly, permit, assist, or encourage any party to:(a) modify, adapt, alter, translate, or otherwise create any derivative works from any part of the Agent;
(b) use the Agent in conjunction with other software or services, including connecting the Agent to, or allowing the transfer of data between, anything other than (i) Your PACS or other storage devices expressly approved in advance by Life Image and (ii) the Life Image Cloud;
(c) sublicense, lease, rent, loan, sell, assign, distribute, publish, transfer, or otherwise make available, the Agent or any features or functionality of the Agent, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
(d) use the Agent for the provision of any service except as provided for in these Terms;
(e) reverse engineer, disassemble, decompile and/or recompile, decode, update, or translate any part of the Agent, or attempt to derive or gain access to the source code of the Agent, except as permitted by law or otherwise expressly allowed by these Terms;
(f) remove, obscure, or alter Life Image’s copyright notices, trademarks, and other proprietary rights notices affixed to or contained within the Agent;
(g) disclose, publish, or present any information related to the Agent to a third party without the prior written consent of Life Image;
(h) otherwise exercise rights to the Agent except as expressly allowed by these Terms;
(i) use the Agent for purposes of competitive analysis of the Agent, the development of a competing products or services, or any other purpose that is to Life Image’s commercial disadvantage;
(j) modify the agent to make unauthorized connections to 3rd parties or other Life Image agents without the express permission of Life Image;
(k) delay the transmission of outbound exams, reports, and other medical data after which they become available to You for transfer and as they become available in near-real time in alignment with clinical workflows;
(l) batch data for multiple patients in a single transfer; or
(m) facilitate grouped transfer of files in excess of 1-2GB without prior approval of Life Image.
- OWNERSHIP. The Agent is for Your use only, and Life Image, its affiliates, and its licensors reserve all rights in and to the Agent not expressly granted to You. The Agent, and all worldwide intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of Life Image, its affiliates, and its licensors. No licenses or rights are granted by implication, estoppel, or otherwise. You agree that (i) Your license to use the Agent may be revoked or suspended at any time for any reason, including violations of these Terms, without notice or liability and (ii) that Life Image may impose limits on certain features of the Agent or restrict your access to parts of or all of the Agent without notice or liability.
- YOUR OBLIGATIONS. Each device on which you run the Agent requires an active Internet connection in order for the Agent to operate and send images. Life Image may, in its sole discretion, provide You with certain reasonable support and consultation with respect to the Agent to assist in your utilization of the Agent. In accordance with the foregoing, You agree that this support may include Life Image configuring and enabling an industry-standard remote access utility on Your device(s) as needed. You agree that Life Image may include Your name and logo on lists regarding the Life Image network. To the extent You receive information belonging to Life Image or others that a reasonable person would believe to be confidential (such as customer lists or other nonpublic business information), You will maintain the strict confidentiality of that information. In order to maintain compliance with Life Image security standards, You shall (i) use the most current version of the Agent as well as sufficient anti-virus and other security software, and (ii) regularly review Your software applications and systems in light of new products or software releases providing enhanced functionality. You will make a good faith effort to route or transmit outbound exams, reports, and other medical data as they become available in near-real time and to do so throughout the day in alignment with clinical workflows. You will not batch multiple patients into a single transfer or transfer excessively large files using the Agent without prior permission. You acknowledge that Your failure to comply with these requirements is at Your sole risk of termination of the ability to exchange medical data using the Agent and that Life Image has the full authority to suspend Your use of the Agent should monitoring or other evidence show You are not fulfilling these requirements. You are responsible and liable for all actions and failures to take required actions with respect to You or Your Users use of the Agent or by any other person to whom You or Your Users may provide access to or use of the Agent, whether such access or use is permitted by or in violation of these Terms.
- TERM; TERMINATION; RETURN OF AGENT. These Terms are effective as of the date you install the Agent. In the event either You or Life Image provides written notice to the other that these Terms have been terminated, You will promptly return all copies of the Agent and all confidential information in your possession to Life Image.
- PROTECTED HEALTH INFORMATION AND/OR PERSONAL DATA. The data and information (including Protected Health Information as defined by HIPAA and Personal Data as defined by GDPR) that You will exchange utilizing this Agent will be securely transmitted and/or processed and stored in accordance with all applicable legal standards.
- DISCLAIMERS. THE AGENT IS PROVIDED WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. LIFE IMAGE, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE AGENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. YOU HEREBY EXPLICITLY ACKNOWLEDGE THAT ANY SCRIPTING, CODING, OR WORKFLOW CONFIGURATIONS THAT YOU ADD TO THE AGENT HAVE NOT BEEN ENDORSED BY LIFE IMAGE AND THAT YOU DO SO AT YOUR OWN RISK. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW. YOU ALSO ACKNOWLEDGE THAT LIFE IMAGE IS NOT ENGAGED IN THE PRACTICE OF MEDICINE, AND IS NOT DETERMINING APPROPRIATE MEDICAL USE OF ANY OF THE SERVICES THAT ARE, OR MAY BE, OFFERED PURSUANT TO THESE TERMS. MEDICAL ORDER, TREATMENT AND DIAGNOSTIC DECISIONS, INCLUDING THOSE ARISING FROM THE RESULTS OF ANY PATIENT IMAGE OR OTHER CONTENT, ARE THE RESPONSIBILITY OF YOU AND/OR YOUR PROFESSIONAL HEALTHCARE PROVIDERS.
- LIMITATION OF LIABILITY. IN NO EVENT WILL LIFE IMAGE OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE AGENT OR THESE TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, LIABILITY FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES MAY NOT BE EXCLUDED OR LIMITED, LIFE IMAGE’S LIABILITY FOR SUCH DAMAGES WILL BE LIMITED TO THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.
- COMPLIANCE WITH LAWS. Each party agrees to comply with all laws, regulations, rules, ordinances, and orders applicable to these Terms.
- DATA USAGE. In order for Life Image to provide the Agent and related services, Life Image must have the right, consistent with applicable law, to aggregate, de-identify, and otherwise utilize the data transmitted using the Agent. You acknowledge that the de-identification of data is an integral part of these services and Life Image would not otherwise be able to provide its services to You.
- OPEN SOURCE COMPONENTS. You acknowledge that the Agent may contain software with source code that is made available to the general public under the terms of various relevant open source software license agreements or copyright notices (collectively “Open Source Components”). Open Source Components provided with the Agent are subject to, and distributed under, the terms of the applicable license or notices accompanying the Agent which pertain to each particular Open Source Component.
- INDEMNITY. You shall indemnify, defend, and hold Life Image harmless from and against any and all costs or damages of any kind resulting from a claim, suit, action, or proceeding against Life Image that arises in any way in connection with Your use of the Agent.
- ASSIGNMENT. These Terms will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of the parties hereto. You may not assign any of your rights or obligations under these Terms without the prior written consent of Life Image. Any attempted assignment or transfer in violation of the foregoing will be void.
- SURVIVAL. Any right or obligation of the parties in these Terms, which, by its express terms or nature and context is intended to survive termination or expiration of these Terms, will survive any such termination or expiration. Additionally, you should not interpret any failure or delay by Life Image to exercise rights under these Terms as a waiver of those rights.
- ENTIRE AGREEMENT. These Terms constitute the entire agreement between the parties regarding Your usage of the Agent and supersedes all prior or contemporaneous agreements understandings and communications, whether written or oral, with the exception of (i) any separate agreement pertaining to the treatment of certain types of protected information, such as a business associate agreement or data protection agreement; and/or (ii) any services agreement between Life Image and You under which you are granted the right to download and utilize the Agent. To the extent any portion of these Terms conflicts with applicable law or regulation (for example due to your geographic location or entity type), those terms shall not apply, but the remaining terms will be unaffected. Changes to these Terms are effective upon posting to Life Image’s website.
Last Updated October 7, 2022