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Medimsight END-USER LICENSE AGREEMENT

MedimSight END-USER LICENSE AGREEMENT



1. LIMITED LICENSE



1.1. License Grant. MedimSight S.L. (“MedimSight”) grants to Customer a personal, non-transferable (except as provided herein), non-exclusive, limited-scope license to use, in accordance with this Agreement, the MedimSight Cloud Platform (“MedimSight Cloud”) and the related documentation provided by MedimSight ("Documentation"), as Medimsight Cloud and Documentation may be modified, revised and updated in accordance with this Agreement. In addition to Customer’s other obligations under this Agreement, Customer’s use of the Third-Party Software will be subject to any applicable license agreement(s), and Customer hereby agrees to be bound by such agreements. This license authorizes Customer to use MedimSight Cloud via means of web site access.

1.2. Scope. Customer may use MedimSight Cloud and Documentation only in the ordinary course of its business operations and for its own business purposes. MedimSight Cloud will be used only at an available country.

1.3. Data Security. Customer will maintain, in connection with the operation of MedimSight Cloud, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication.



2. CONTENT. “Content” means all data, information, text, pictures, digital imagery and other content related to patients and other data provided by Customer previously to MedimSight.



2.1. Access to Content. Customer shall supply all Content and shall be responsible for the accuracy of such Content. If MedimSight becomes aware that any Content violates any law or regulation or infringes any intellectual property rights of a third party, MedimSight shall promptly notify Customer. In the event either party desires to remove or block access to any such Content, the parties shall attempt in good faith to resolve such issue. In the event the parties are unable to resolve such issue, MedimSight reserves the right to remove or block access to any such Content and/or terminate this Agreement upon reasonable notice. MedimSight makes no claims that the Content is appropriate or may be downloaded in some countries. Access to the Content may not be legal by certain persons or in certain countries. Customer acknowledges that authorized users accessing MedimSight Cloud from outside the European Union or United States do so at their own risk and are responsible for compliance with local law.

2.2. Condition & Ownership of Content. Any Content Customer provides to MedimSight or places on MedimSight Cloud in connection with this Agreement shall be in a condition and/or format that require no additional processing on the part of MedimSight. MedimSight shall make no effort and is under no obligation to validate that Content provided herein is correct or usable. MedimSight makes no claim of ownership to any Content stored by MedimSight on behalf of Customer on MedimSight Cloud.

2.3. Access by MedimSight and Return of Content. MedimSight shall allow access to Content by authorized MedimSight personnel and shall provide that access in accordance with MedimSight’s policies and procedures then in effect. In the event that the relationship between Customer and MedimSight is terminated, upon Customer’s written request within 30 days from the date of termination and at Customer expense, MedimSight shall return all Content to Customer on mutually agreeable media in an industry standard format generally practiced in medical imaging. At the earliest of thirty (30) days or when the Content has been provided to Customer, MedimSight shall have no obligation to maintain or provide any of the Content and shall thereafter, at its sole discretion, unless legally prohibited, delete all of the Content stored on MedimSight Cloud.

2.4. Legal use of our methods. Medimsight and our suppliers of methods are not responsible for the illegal or reckless use of the methods and results. The use of our methods for clinical diagnosis is forbidden, unless the specific method has obtained the necessary certification in the country in which it is used.

2.5. Use and Interpretation of Content. Customer assumes full responsibility and risk for the appropriate use of the Content. Nothing contained at MedimSight Cloud or in the Content is intended to be for medical diagnosis or treatment in lieu of consultation with appropriate medical personnel who can properly interpret the Content. MedimSight does not directly or indirectly practice medicine or dispense medical services and therefore assumes no liability for the Content or for any diagnosis or treatment made in reliance thereon. Customer acknowledges that all physicians and other health care personnel (collectively “medical personnel”) who are accessing MedimSight Cloud and reviewing the Content will conduct themselves in a manner consistent with all applicable laws and regulations for patient care and PHI. Customer agrees that all designated medical personnel performing any interpretation with the Content at MedimSight Cloud or otherwise must be responsible for and understand any limitations inherently related to Content data compression and Hardware including any visual display limits that may affect the quality of the Content being reviewed. Further, if the Content on MedimSight Cloud is to be used for primary interpretation, then Customer agrees that such interpretation will be performed by qualified medical personnel who have an understanding of the basic technology of telemedicine, its strengths, weaknesses and limitations, and who are properly trained in the use of telemedicine equipment. Customer shall implement sufficient internal practices and procedures for routinely insuring that medical personnel performing Content interpretation will be both knowledgeable and responsible for determining the adequacy and quality of the Content being reviewed.

2.6. Conditions of Content Processing & Archiving. Customer understands that MedimSight Cloud uses data compression to facilitate faster transmission and storage. As a material condition of this Agreement Customer agrees it shall implement sufficient internal practices and procedures for routinely insuring that Content transmitted by MedimSight Cloud back to Customers Designated Location will be periodically reviewed by knowledgeable and responsible medical personnel to ensure appropriate clinical image quality. Customer acknowledges that some Content may have a loss of information associated with image processing functions (filters) or image data compression (lossy compression) operations performed by the originator of the Content other than MedimSight, so, Medimsight Cloud will try to keep original files. Customer understands that MedimSight Visor as a part o f MedimSight Cloud will be only for research use. Customer understand that Content will be analyzed by third party software only when Customer request it on MedimSight Cloud and comply with the conditions that the developer of such techniques specified. This process could generate new content owned by the Customer provided that would keep. This new content would become just as Content as all provided by Customer to MedimSight. The Customer agrees that the responsibility for the treatment to be given to Content for third party through an analysis technique requested by the Customer meets the terms of the Customer-technical developer (Developer) and MedimSight will endeavor to avoid any attempted fraud to these terms.



2.7. Licensees Representations, Warranties, Covenants, and Indemnification. Customer represents and warrants that (a) Customer is the owner, valid licensee, agent, or custodian of the Content, and has secured all necessary licenses, consents, authorizations and waivers for the use of the Content, including without limitation, all text, data, digital imagery and other information contained in all Content and there are no conflicting claim(s) with respect to Customer’s rights thereto; (b) the use of the Content as contemplated herein shall not infringe the intellectual property rights (including trade secrets) of any party, or constitute defamation, invasion of privacy, breach of patient confidentiality, or the violation of any right of publicity or any other right of any party; (c) Customer has and will comply with all laws, rules and regulations regarding the Content; (d) Customer shall not use MedimSight Cloud to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of any patient, third party, or of MedimSight, and (e) Customer shall implement sufficient internal practices and procedures to routinely insure, confirm and audit on a “timely basis” that all Content uploaded to MedimSight Cloud has been successfully received by MedimSight. Timely basis for purposes of (e) above shall mean that Customer shall electronically notify MedimSight within 24 hours of any Content that Customers determines, for any reason, was not successfully received by MedimSight through MedimSight Cloud. Customer agrees to indemnify, defend and hold MedimSight and its Affiliates harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, or proceeding brought against MedimSight, and/or its Affiliates alleging: (i) any claim inconsistent with Customer’s representations, warranties and covenants contained in this Agreement, including without limitation, those set forth in this 2.7 above and (i) any virus, worm, Trojan horse, or other contaminating or destructive feature contained in any of the Content or arising out of Customer’s and/or its authorized designees’ actions or omissions, and (ii) any claim alleging misuse, or abuse of MedimSight Cloud and/or Content; provided that MedimSight notifies Customer promptly in writing of any such claim and gives all reasonable information and assistance at Customer expense.

2.8. Internet Limitations. Customers acknowledges that MedimSight does not and cannot control the flow of Content to or from MedimSight’s or Customer’s Internet vendors and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which MedimSight’s or Customers connections to the Internet (or portions thereof) and/or the Content may be impaired, delayed, disrupted, and corrupted. Although MedimSight will use commercially reasonable efforts to take action it deems appropriate to remedy and avoid such events, MedimSight cannot guarantee or warrant that they will not occur and the parties agree that such events are Force Majeure.



3. WARRANTIES AND LIMITATIONS



3.1. Performance. MedimSight warrants to Customer that MedimSight Cloud, as and when delivered to Customer by MedimSight and when properly used for the purpose and in the manner specifically authorized by this Agreement, will perform as described in the applicable Documentation in all material respects. MedimSight's only obligation under this warranty is to correct any failure to so perform in accordance with the applicable MedimSight warranty support service(s). Except to the extent that Customer’s use of Third-Party Software will be subject to separate license agreements of such Third-Party Software, MedimSight hereby assigns to Customer all third-party warranties and indemnities with respect to Customer’s use of such Third-Party Software, to the fullest extent MedimSight is permitted under applicable third-party license agreements.

3.2. Right to License; No Infringement. MedimSight warrants to Customer that it has the full legal right to grant to Customer the license granted under this Agreement, and that MedimSight Cloud and Documentation, as and when delivered to Customer by MedimSight and when properly used for the purpose and in the manner specifically authorized by this Agreement, do not infringe upon any European Union and United States patent issued as of the date of this Agreement, copyright, trade secret or other proprietary right of any Person. MedimSight will defend and indemnify Customer against any third-party claim to the extent attributable to a violation of the foregoing warranty. MedimSight will have no obligation under this Section 2.2 unless Customer (i) promptly gives written notice to MedimSight after any applicable infringement claim is initiated against Customer, (ii) allows MedimSight to have sole control of the defense, compromise or settlement of the claim, including any appeals, and (iii) fully cooperate with MedimSight in the defense or settlement of such claim. The remedies provided in this Section 2.2 are the sole remedies for a breach of the warranty contained in this Section 2.2. If any applicable infringement claim is initiated, or in MedimSight's sole opinion is likely to be initiated, then MedimSight will have the option, at its expense, to:



(a) modify or replace all of the alleged infringing part of MedimSight Cloud or Documentation so that it is no longer infringing, provided that MedimSight Cloud functionality does not change in any material adverse respect; or

(b) procure for Customer the right to continue using the infringing part of MedimSight Cloud or Documentation; or

(c) remove all of the infringing part of MedimSight Cloud or Documentation, and refund to Customer the corresponding portion of the initial license fee paid by Customer to MedimSight under the Customer Sales Agreement with respect to the applicable Software as depreciated on a straight-line three (3) year basis, in which case this Agreement will terminate with respect to MedimSight Cloud or part thereof removed.



3.3. Exclusion for Unauthorized Actions and Results of Use. MedimSight will have no liability under any provision of this Agreement with respect to any performance problem, claim of infringement or other matter to the extent attributable to any unauthorized or improper use or modification of MedimSight Cloud, any unauthorized combination of MedimSight Cloud with other software (other than as specified in the Specified Configuration), any use of any version of MedimSight Cloud other than version(s) of MedimSight Cloud then currently supported by MedimSight, any Third-Party Software, any portion of the Specified Configuration, any act or omission by Customer, its Affiliates or its customers or any breach of this Agreement by Customer. Customer is solely responsible for the results obtained from the use of MedimSight Cloud. Customer will use MedimSight Cloud in accordance with all applicable federal, state and local laws and regulations, and will indemnify MedimSight for all liability arising out of Customer’s failure to comply with such laws and regulations.

3.4. Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTIONS 3.1 AND 3.2 OF THIS AGREEMENT, MEDIMSIGHT CLOUD AND DOCUMENTATION IS PROVIDED "AS IS." WITH RESPECT TO MEDIMSIGHT CLOUD, DOCUMENTATION, THE SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT AND EXCEPT AS EXPRESSLY STATED IN SECTIONS 3.1 AND 3.2 OF THIS AGREEMENT, NEITHER MedimSight NOR ANY VENDORS OF THE THIRD-PARTY SOFTWARE MAKE ANY REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON­INTERFERENCE, OR NON-INFRINGEMENT. MedimSight MAKES NO REPRESENTATIONS OR WARRANTIES, NOR WILL MedimSight HAVE ANY LIABILITY WITH RESPECT TO, THE SPECIFIED CONFIGURATION, THE HARDWARE, ANY THIRD-PARTY SOFTWARE OR ANY OTHER THIRD-PARTY SOFTWARE, PRODUCTS OR SERVICES. ALL PRICING IS BASED ON SELF-SERVICE PRICING PLAN AND PAYABLE ONLY THROUGH AN AUTHORIZED CREDIT CARD. MedimSight RESERVES THE RIGHT TO CHANGE PRICING AT ANY TIME AND YOU WILL BE NOTIFIED IF SUCH CHANGE TAKES PLACE. STUDIES WILL BE AVAILABLE ONLINE UP TO 90 DAYS FROM THE DAY OF UPLOAD. MedimSight IS A NO-INSTALL APPLICATION FRAMEWORK THAT EXPLAINS USAGE AS YOU GO ALONG WITHOUT TRADITIONAL USER MANUALS. YOU ARE EXPECTED TO SIGN UP AND USE MedimSight SERVICES LIKE ANY OTHER DOMAIN SPECIFIC CLOUD SERVICES. DIAGNOSTIC APPLICATIONS TRAINING AND SERVICES ARE NOT INCLUDED IN THIS PRICING. IF INTERESTED PLEASE CONTACT MedimSight SALES AT contact@MedimSight.com.

3.5. Limitations. EXCEPT FOR A THIRD-PARTY CLAIM UNDER SECTION 3.2, MedimSight'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE INITIAL SOFTWARE LICENSE FEES ACTUALLY PAID BY CUSTOMER TO MedimSight. NOR SHALL MedimSight BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES.

3.6. Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES WILL MedimSight OR ANY VENDOR OF THIRD-PARTY SOFTWARE (OR ANY AFFILIATES PROVIDING SOFTWARE OR SERVICES UNDER THIS AGREEMENT) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA OR SOFTWARE, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS OR DELIVERY OF SERVICES, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF MedimSight HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

3.7. Other Limitations. The warranties made by MedimSight in this Agreement, and the obligations of MedimSight under this Agreement, run only to Customer and not to its Affiliates, its patients or any other Persons. Under no circumstances will any Affiliate or customer of Customer or any other Person be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement, even if such Affiliates, customers or other Persons are provided access to MedimSight Cloud or data maintained in MedimSight Cloud via the Internet or other networked environment. Customer will have no rights or remedies against MedimSight except as specifically provided in this Agreement. No action or claim of any type relating to this Agreement may be brought or made by Customer more than one (1) year after Customer first has knowledge of the basis for the action or claim.



4. CONFIDENTIALITY AND OWNERSHIP



4.1. MedimSight's Proprietary Items, Ownership Rights. The Proprietary Items are trade secrets and proprietary property of MedimSight or, with respect to the Third-Party Software, the respective vendors of such Third-Party Software, having great commercial value to MedimSight or such vendors. All Proprietary Items provided to Customer under this Agreement are being provided on a strictly confidential and limited use basis. Customer will not, directly or indirectly, communicate, publish, display, loan, give or otherwise disclose any Proprietary Item to any Person, or permit any Person to have access to or possession of any Proprietary Item. Title to all Proprietary Items and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights will be and remain exclusively with MedimSight or applicable third-party vendors, even with respect to such items that were created by MedimSight specifically for or on behalf of Customer. This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Proprietary Items are transferred to Customer by virtue of this Agreement. All copies of Proprietary Items in Customer's possession will remain the exclusive property of MedimSight and will be deemed to be on loan to Customer during the term of this Agreement.

4.2. Use Restrictions. Customer will not do, attempt to do, nor permit any other Person to do, any of the following:



(a) use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement;

(b) make or retain any Copy of any Proprietary Item except as specifically authorized by this Agreement;

(c) create or recreate the source code for MedimSight Cloud, or re-engineer, reverse engineer, decompile or disassemble MedimSight Cloud;

(d) modify, adapt, translate or create derivative works based upon MedimSight Cloud or Documentation, or combine or merge any part of MedimSight Cloud or Documentation with or into any other software or documentation;

(e) refer to or otherwise use any Proprietary Item as part of any effort either (i) to develop a program having any functional attributes, visual expressions or other features similar to those of MedimSight Cloud or (ii) to compete with MedimSight;

(f) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any Copy of any Proprietary Item made by Customer;

(g) sell, market, license, sublicense, distribute or otherwise grant to any Person, including any outsourcer, vendor, consultant or partner, any right to use any Proprietary Item, whether on Customer's behalf or otherwise; or

(h) use MedimSight Cloud to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any Person, whether on a fee basis or otherwise.



4.3. Notice and Remedy of Breaches. Each party will promptly give written notice to the other of any actual or suspected breach by it of any of the provisions of this Section 3, whether or not intentional, and the breaching party will, at its expense, take all steps reasonably requested by the other party to prevent or remedy the breach.

4.4. Enforcement. Each party acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the other's legitimate business interests. Each party acknowledges that any breach of any of the provisions of this Section 3 will result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach, then the injured party will be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all Persons involved from continuing the breach. The existence of any claim or cause of action that a party or any other Person may have against the other party will not constitute a defense or bar to the enforcement of any of the provisions of this Section 3.



5. TERMINATION



5.1. Termination by Customer. Customer may immediately terminate this Agreement, by giving written notice of termination to MedimSight, upon the occurrence of any of the following events:



(a) MedimSight breaches any of its material obligations under this Agreement and does not cure the breach within thirty (30) days (provided that the breach is susceptible to cure) after Customer gives written notice to MedimSight describing the breach in reasonable detail;

(b) The MedimSight Cloud End-User License Agreement is terminated; or

(c) MedimSight dissolves or liquidates or otherwise discontinues all or a significant part of its business operations.



5.2. Termination by MedimSight. MedimSight may immediately terminate this Agreement, by giving written notice of termination to Customer, upon the occurrence of any of the following events:



(a) Customer breaches any of its material obligations under this Agreement, the Customer Sales Agreement or any other agreement with MedimSight and does not cure the breach within thirty (30) days (provided that the breach is susceptible to cure) after MedimSight gives written notice to Customer describing the breach in reasonable detail;

(b) The MedimSight Cloud End-User License Agreement is terminated; or

(c) Customer dissolves or liquidates or otherwise discontinues all or a significant part of its business operations.



5.3. Effect of Termination. Upon a termination of this Agreement, whether under this Section 5 or otherwise, Customer will: (a) discontinue all use of all affected Software and Documentation, (b) promptly return to MedimSight all copies of MedimSight Cloud and Documentation and all other Proprietary Items then in Customer's possession and (c) give written notice to MedimSight certifying that all copies of MedimSight Cloud and Documentation have been permanently deleted from its computers. Customer will remain liable for all payments due to MedimSight with respect to the period ending on the date of termination. MedimSight shall be relieved of any obligations to provide software, services (except for return of content services elected by Customer in accordance with Section 2.3) or make any shipments of hardware and may cancel all outstanding orders, regardless of previous acceptance by MedimSight of such order; (ii) Customer shall promptly pay all amounts accrued or otherwise owing to MedimSight as of the effective date of such termination or expiration; (iii) all outstanding invoices to Customer and other amounts due to MedimSight from Customer shall become immediately due and payable; and (iv) MedimSight shall have no liability to Customer or any Third Party due to termination or expiration of this Agreement. The provisions of Sections 2 (except 2.1), 3, and 4.3 will survive any termination of this Agreement, whether under this Section 4 or otherwise.



6. OTHER PROVISIONS



6.1. Parties in Interest. This Agreement will bind, benefit and be enforceable by and against MedimSight and Customer and, to the extent permitted hereby, their respective successors and assigns. Customer will not assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without MedimSight’s prior written consent, except that such consent will not be required in the case of an assignment to (i) a purchaser of or successor to substantially all of Customer's business (unless such purchaser or successor is a software, data processing or computer services vendor that is a competitor of MedimSight or any of its Affiliates) or (ii) an Affiliate of Customer, provided that the scope of the license granted under this Agreement does not change and Customer guarantees the obligations of the assignee. Any assignment by Customer in breach of this Section will be void. Any express assignment of this Agreement, any change in control of Customer, any acquisition of additional business by Customer (by asset acquisition, merger or otherwise by operation of law) and any assignment by merger or otherwise by operation of law, will constitute an assignment of this Agreement by Customer for purposes of this Section

6.2. Governing Agreement. THIS AGREEMENT IS SUBJECT TO ALL OF THE PROVISIONS OF THE CUSTOMER SALES AGREEMENT, INCLUDING WITHOUT LIMITATION THE PAYMENT OBLIGATIONS, ACCEPTANCE TERMS, CUSTOMER OBLIGATIONS, LIABILITY EXCLUSIONS AND LIMITATIONS, GOVERNING LAW AND JURISDICTION, AND ALL OTHER TERMS AND CONDITIONS SET FORTH IN THE CUSTOMER SALES AGREEMENT. THE CUSTOMER SALES AGREEMENT WILL BE DEEMED TO MODIFY, AMEND, SUPERSEDE AND CONTROL THIS AGREEMENT TO THE EXTENT ANY PROVISION OF THE CUSTOMER SALES AGREEMENT IS INCONSISTENT OR IN CONFLICT WITH ANY PROVISION OF THIS AGREEMENT.



7. FEES; PAYMENT TERMS; SUSPENSION OF SERVICES



7.1. Fees. Customer agrees to pay all amounts due, including any late payment fees, as are specified in an online fee table, schedule, signed quotation or in an invoice (collectively, “Fees”). All Fees are quoted in European Union and United States currency. Customer will provide MedimSight with valid and updated credit card information or with a valid Purchase Order or alternative document reasonably acceptable to MedimSight. If Customer provides MedimSight credit card information, Customer authorizes MedimSight to charge such credit card for all Services selected for the initial term and any renewal term(s). Such charges shall be made as due, either monthly or in accordance with any different billing frequency mutually agreed upon by both parties in written format. If the payment will be made via a method other than credit card (e.g., Purchase Order), MedimSight will invoice Customer in accordance with the relevant terms of the Agreement. Except as otherwise provided in this Agreement, Fees are non-refundable. Any charges incurred by MedimSight as a result of changes to an order, cancellations or returns by Customer will be paid by Customer. If any authority imposes a duty, tax or similar amount (other than based on MedimSight’s net income), Customer agrees to pay, or to promptly reimburse MedimSight for, all such amounts. MedimSight reserves the right to suspend any or all services until overdue accounts are paid in full.

7.2. Fee Modifications. MedimSight reserves the right to modify the Fees by providing written notice to Customer. If Customer does not object in writing to the Fee modification within ninety (90) days of receipt of notice from MedimSight, such fee modification shall be deemed to be accepted by Customer. If Customer does object in writing to the Fee modification within (90) days of receipt of notice from MedimSight, Customer shall have the right to terminate this Agreement upon thirty (30) days prior written notice to MedimSight.

7.3. Payment Terms. The following payment terms shall be applicable with respect to all amounts payable to MedimSight pursuant to this Agreement:



(a) If elected by Customer, MedimSight shall charge Customer’s credit card on file for all Fees or if Customer does not have a valid credit card on file, MedimSight shall invoice Customer for the payment of Fees. All such amounts shall be due and payable within thirty (30) days after Customer’s receipt of an invoice therefor.

(b) Late payments are subject to an interest charge, which is the lower of: (i) 1.5% of the outstanding balance per month, or (ii) the maximum legal rate. If any unpaid amounts are referred to collection, Customer shall reimburse MedimSight for all costs and expenses of collection, including all reasonable attorneys’ fees incurred therefor.



7.4. Suspension of Services. If any amount owing by Customer under this or any other agreement for MedimSight services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized MedimSight to charge to Customer’s credit card), MedimSight may, without limiting MedimSight’s other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend MedimSight services to Customer until such amounts are paid in full.

7.5. Credit Card Purchase Terms. The following additional terms are in effect for any purchase made by Customers using credit cards for payment. In the event of conflict between the Credit Card Purchase Terms and other provisions of these Terms, the Credit Card Purchase Terms shall control for credit card purchases. THERE IS NO WAIVER TO THESE TERMS FOR CREDIT CARD PURCHASES.



(a) Holder: The term "credit card holder" as used under these Terms is defined as the person or entity in whose name the credit card was issued by the bank or financial institution that appears on the credit card. When Customer completes a purchase from MedimSight using a credit card for payment, they agree to be bound by these Terms. Customer acknowledges they are the credit card holder authorized to make the purchase using the credit card.

(b) ALL SALES ARE FINAL. THERE ARE NO RETURNS, REFUNDS, OR CANCELLATIONS ACCEPTED.

(c) Chargeback Policy: "Chargebacks” are the reversal of a credit/debit card purchases made by Customer. Customer acknowledges they understand MedimSight’s no return policy on credit card purchases. Customer agrees that in accordance with the no return policy they will not initiate chargeback proceedings with their card issuer for purchases made from MedimSight.

(d) MedimSight does not condone or tolerate credit card fraud. MedimSight reserves the right to pursue all avenues available to defend its interest including prosecution the fullest extend allowed under the law. In the event Customer initiates a chargeback with MedimSight, MedimSight may initiate legal proceedings, civilly or criminally, against Customer to recover damages as provided herein.

(e) Customer agrees that if they file a chargeback with their credit card company, in regards to purchases made from MedimSight, Customer agrees to reimburse ScImage for all costs and expenses including cost of the services and for any expenses, including cost of suit and legal fees, incurred by MedimSight due to Customer’s actions.

(f) Customer further agrees if they initiate a chargeback on a valid, authorized purchase, Customer authorizes MedimSight to recover the amount of the chargeback and any fees referenced above by any means MedimSight deems necessary, including but not limited to re-charging their credit card for the chargeback.



8. PRIVACY NOTICE



8.1. MedimSight’s Commitment to Privacy. Your privacy is important to us and we are committed to protecting your information as well as your patients’. To better protect your privacy we provide this notice explaining our online information practices and the choices you can make about the way your information is collected and used.

8.2. This notice applies to all information collected or submitted on MedimSight Cloud. We typically collect the following personal information:



(a) Name and Surname

(b) Title

(c) Email Address

(d) Phone Number

(e) Coorporation

(f) Billing adress



8.3. How We Use This Information. We use the information you provide to contact you in order to provide you with information on MedimSight products and services. This information is also used to initially determine your needs and the manner in which MedimSight can provide solutions that make sense for your workflow. MedimSight does not sell or share this information with outside parties.

8.4. Our Commitment to Data Security. To prevent unauthorized access to patient data, maintain data accuracy and ensure the correct use of patient information, we have put into place appropriate physical, electronic and managerial procedures in accordance with the spanish LOPD adapted to European Union, United States of America and other countries laws.

8.5. How to Contact Us: In the event you have questions or concerns about our privacy policies, please send us an email at contact@medimsight.com.
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