Life Image Inc. Real World Imaging® Terms of Service

Life Image Real World Imaging® (“RWI®“) is novel clinical data, including clinical imaging data, and provided to You by Life Image Inc., One Gateway Center, Suite 315, Newton, MA 02458 (“Life Image”).

These Terms of Service (these “Terms”) govern Your use and disclosure of RWI®. Changes to these Terms are effective upon posting to Life Image’s website or other notice to You.

By using or disclosing RWI®, You acknowledge that You have read and agree to these Terms. In addition, by using or disclosing RWI® and any related services, You agree to be subject to any applicable posted guidelines or rules that Life Image may post and modify 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, then You should not and may not seek to access, use, or disclose RWI®.

  1. OWNERSHIP. RWI®, 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. Life Image, its affiliates, and its licensors reserve all rights in and to RWI® not expressly granted to You under these Terms. No licenses or rights are granted by implication, estoppel, or otherwise. Your license to use and disclose RWI® may be revoked at any time for any reason, including violations of these Terms.
  2. USE AND DISCLOSURE OF RWI®. Life Image grants You the right to use and disclose RWI® for the operation of Your business solely to support health care innovation, clinical research, drug development, quality analyses, and development of predictive analytics and diagnostic models 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 may not use or disclose RWI®, or any copy thereof, in whole or in part except as expressly provided in these Terms. You acknowledge that RWI® and its procurement, analysis, processing, availability, and delivery contain valuable trade secrets of Life Image, its affiliates, and its licensors. You will not and You will not permit, assist, or encourage any third party, to: (a)sublicense, lease, rent, loan, or otherwise transfer RWI®; (b) reverse engineer, disassemble, or decompile RWI®, or attempt to derive protected health information (as defined in HIPAA) or personal data (as defined in GDPR) from RWI®; (c) remove, obscure, or alter Life Image’s copyright notices, trademarks, and other proprietary rights notices affixed to or contained within RWI®; (d) use RWI® for any illegal or malicious purpose or in contravention of any third party rights; or (f) otherwise exercise rights to RWI® except as expressly allowed by these Terms. If PHI, personal data, or any other data protected by applicable law is or becomes identifiable in any RWI® delivered to You, You agree to (i) immediately notify Life Image and (ii) permanently purge such data from any of Your systems in which it may be found and (iii) certify to Life Image that You have permanently purged that data from Your systems.
  3. PRIVACY POLICY. Life Image will comply at all times with its then current “Privacy Policy,” as published on Life Image’s website at lifeimage.com/privacypolicy. Changes to this policy is effective upon posting to Life Image’s website or other notice to You.
  4. ADMINISTRATION. Life Image may, in its sole discretion, provide You with certain reasonable support and consultation with respect to RWI® provided to You. You agree that Life Image may include Your name and logo with other customers in general marketing material as long as your use of RWI® remains confidential. RWI® is Life Image confidential information and to the extent You receive other information belonging to Life Image or others that You should reasonably believe to be confidential (such as customer lists or other nonpublic business information), You will not share that information outside Your organization. Life Image reserves the right to cooperate with legal authorities and third parties in investigating any alleged violations of these Terms, including disclosing the identity of any individual affiliated with You that Life Image believes is responsible for such violation. Life Image also reserves the right to implement technical mechanisms to prevent violations of these Terms. Nothing in these Terms shall limit in any way Life Image’ rights and remedies at law or in equity that may otherwise be available.
  5. TERM; TERMINATION; DESTRUCTION OF RWI®. These Terms are effective as of the date You receive RWI® from Life Image. If either You or Life Image provides written notice to the other that these Terms have been terminated, You will promptly return to Life Image all copies of RWI® provided to You and all confidential information in Your possession.
  6. DISCLAIMERS. RWI® 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 RWI®, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NONINFRINGEMENT. YOU HEREBY EXPLICITLY ACKNOWLEDGE THAT ANY USE OR DISCLOSURE TO WHICH YOU PUT THE RWI® PROVIDED TO YOU HAS 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 RWI® PROVIDDED TO YOU. MEDICAL ORDER, TREATMENT AND DIAGNOSTIC DECISIONS, INCLUDING THOSE ARISING FROM THE RESULTS OF ANY RWI®, ARE THE RESPONSIBILITY OF YOU AND/OR YOUR PROFESSIONAL HEALTHCARE PROVIDERS.
  7. 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 RWI® 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.
  8. COMPLIANCE WITH LAWS. Each party will comply with all laws, regulations, rules, ordinances, and orders applicable to these Terms.
  9. 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 or disclosure of the RWI® provided to You.
  10. TAXES. You shall be solely and exclusively responsible for the payment of all applicable federal, state and local taxes arising from or relating to Your payment for RWI®, excluding any taxes on Life Image’s net income or imposed on Life Image under applicable wage laws. You shall not be liable to pay any taxes from which You are exempt, provided You first furnish Life Image a tax exemption certificate to substantiate Your claim.
  11. 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.
  12. 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 this Agreement, will survive any such termination or expiration. Additionally, You should not interpret any failure or delay by Life Image to exercise rights under this Agreement as a waiver of those rights.
  13. ENTIRE AGREEMENT. These Terms constitute the entire agreement between the parties regarding Your use and disclosure of RWI® and supersedes all prior or contemporaneous agreements understandings and communications, whether written or oral. To the extent any portion of these Terms conflict with applicable law or regulation (for example due to Your geographic location or entity type), those conflicting 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 September 14, 2021