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TERMS OF SERVICE

This is a legally binding agreement. Please read these terms and conditions carefully. By clicking the button to accept this agreement, or by otherwise using our websites, mobile applications, or other services, you agree to be bound by the terms and conditions of this agreement. If you do not agree to these terms and conditions, do not use or register for the Platform (as defined below).

This agreement for use of the ImageAssist web and/or mobile application (together with any associated software applications, database structures and queries, interfaces, websites, webpages, tools, including AI tools, content, such as reference content and clinical tools, and the like), as updated from time to time, (the “Platform”) is between ImageAssist, Inc. (“Company,” “we,” “us,” and “our”) and an individual acting on his or her own behalf (“you,” “your”).

If you are a User using the Platform via a subscription paid for by a corporation, partnership, organization or other entity or person, (the “Customer”), these terms, in addition to the terms of the agreement between us and Customer (“Master Services Agreement”) shall control  the User’s use of the Platform unless otherwise expressly set forth or superseded in the Master Services Agreement; provided, however, all claims made pursuant to or related to these terms shall be by and between Customer and us, not Users.

The Platform is intended for use by healthcare providers, surgeons, clinicians, faculty, students, or other personnel of healthcare providers, academic medical institutions, healthcare advisors, or similar professional users (“Medical Professional”) within the United States only.  

  1. Registration. You must create an account with us via initial use of the Platform and/or the account registration process (such processes and the information provided during such processes, as amended from time to time through your use of the Platform and your login to your account in the Platform in accordance with this agreement, the “Registration”). You represent that the information indicated in the Registration is true and complete, and you agree to update the Registration upon any changes to such information. The Registration is incorporated herein and made a part of this agreement. Notwithstanding any additional acknowledgement of this agreement (including via clicks or other electronic means), each subsequent use of the Platform is subject to this agreement and does not create a new or separate contract; provided, however, when an amended version of this agreement is presented for acceptance, acceptance of the amended version of this agreement (including via a click or other electronic means) will amend this agreement. During Registration, you will be required to indicate whether your Data will include PHI, which shall be subject to our BAA.
  2. License for Platform. Subject to the terms and conditions of this agreement, Company grants to you a limited, non-commercial, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Platform for your professional use. Company reserves for itself and its licensors any rights not expressly granted in this agreement. You acknowledge that we may issue updated versions of the Platform and that the updated version may be automatically deployed to your device or otherwise available for use under this agreement. You consent to such automatic upgrading on your device and agree to timely upgrade the Platform in the event there is no automatic update. You further agree that the terms and conditions of this agreement will apply to all updates to and versions of the Platform.
  3. Your Responsibilities and Restrictions
  1. Minimum Age and a Medical Professional. You may only create and hold one account for the Platform and our services for professional use and access. You must be at least 18 years old to use, or create an account for use of, the Platform and must be a Medical Professional. If we acquire actual knowledge, or are informed by a third-party individual or entity, that you are below the age of 18, or you are not a Medical Professional, your use of and access to the Platform will be immediately terminated.
  2. Devices. To use the Platform, you must have a compatible device, and we do not warrant that the Platform will be compatible with all devices. You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the Platform. Use of the Platform requires Internet access or mobile data, which may be subject to additional fees or charges. You will be responsible for all fees and charges incurred with respect to accessing to the Platform.
  3. UserID and Password. You shall maintain and cause to be maintained the confidentiality of your account information, including your user ID and password. You may not provide your account information to anyone else or allow anyone else to access the Platform using your account information. You are responsible for all activity that occurs under your account. You may not permit any other individual or entity to use, access, or view the Platform via your account. You must keep your password strictly confidential.
  4. Prohibitions. You shall not, directly or indirectly, do, nor shall you authorize any person or entity to do, any of the following: (1) use the Platform for any purpose or in any manner not specifically authorized by this agreement or otherwise in violation of the terms hereof; (2) make any copies or prints, or otherwise reproduce or print, any portion of the Platform, whether in printed or electronic format; (3) distribute, republish, download, display, post, or transmit any portion of the Platform; (4) create or recreate the source code for, or re-engineer, reverse engineer, decompile, or disassemble the Platform or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Platform or any software, documentation, or data related to the Platform; (5) modify, adapt, translate, or create derivative works from or based upon any part of the Platform, or combine or merge any part of the foregoing with or into any other software, document, or work; (6) refer to or otherwise use any part of the Platform as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those provided by us; (7) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice printed or stamped on, affixed to, or encoded or recorded in the Platform, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to our rights in the foregoing; (8) fail to preserve all copyright and other proprietary notices in any copy of any portion of the Platform made by you or on your behalf; (9) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Platform without our express prior written consent (which may be withheld by us for any reason or conditioned upon execution by such party of a confidentiality and non-use agreement and/or other such other covenants and warranties as we, in our sole discretion, deem desirable); (10) use the Platform to gain or attempt to gain access to any software applications, computer systems, or data not expressly authorized under this agreement; (11) use the Platform to store, receive, or distribute any information in violation of any applicable law, regulation, ordinance, or guideline or otherwise use the Platform in violation of any applicable law, regulation, ordinance, or guideline; (12) diminish or infringe any intellectual property rights in and to the Platform or impair or interfere with any copyright protection mechanisms, copyright management information systems, or digital identification devices employed in association with the foregoing; (13) cause the Platform to defame or infringe the rights of any other person, including intellectual property rights (for example, any patent, trademark, trade secret, copyright, or other proprietary rights) or rights of publicity or privacy; (14) promote, condone, or incite violence, dangerous acts, or discrimination against individuals or groups based on race, ethnic origin, religion, disability, gender, age, nationality, veteran status, political affiliation, or sexual orientation/gender identity or any other protected characteristic; threaten, harass, or bully any person; or collect, store, receive, process, use, disclose, manipulate, track, or distribute any content or data that does any of the foregoing or is pornographic or obscene; (15) impersonate any person or entity or generate fraudulent impressions of or fraudulent clicks on ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents, or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (16) act in a manner that is illegal, discriminatory, derogatory, hateful, abusive, racist, fraudulent, defamatory, libelous, obscene, unlawful, harassing, violent, or threatening; (17) collect, store, receive, process, use, disclose, manipulate, track, or distribute any computer viruses, worms, trojan horses, back door, trap door, time bombs, malware, or other malicious code; (18) use any device, software, methodology, or routine to interfere with or disrupt the Platform or the servers or networks connected to the Platform by trespass or burdening network capacity; (19) harvest, access, or collect information about other Platform users or customers of Company; (20) restrict or inhibit any other person from using the Platform, including without limitation by means of “hacking” or defacing any portion thereof; (21) “frame” or “mirror” any portion of the Platform; (22) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Platform; (23) process data on behalf of any third party without obtaining proper rights, permissions, licenses, consents, and/or authorizations; or (24) attempt to do or assist any party in attempting to do any of the foregoing. Although we have no obligation to monitor use of the Platform, we may do so and may prohibit any use that we believe may be (or is alleged to be) in violation of applicable laws or regulations or this agreement.
  5. Content. The Platform may allow you to view or otherwise interact with audio, visual, or written content (“Content”). Such content is not endorsed by Company, and does not represent the views of Company or of any affiliate or partner of Company. Company does not assume liability for Content or for any Losses (as defined below) resulting from any Content. You acknowledge and agree that you may be exposed to third-party content that is inaccurate, objectionable, inappropriate, or otherwise unsuited to your purpose. Company is not responsible for, and you hereby expressly release Company, its affiliates, and their respective directors, officers, employees, and agents from, any and all liability for the action of any and all third parties on the Platform
  6. Artificial Intelligence. You expressly permit ImageAssist to use AI to provide and improve the Platform and other services provided by us.
  7. Compliance. You agree that you will use the Platform only in a manner that complies with all applicable laws and regulations. You further agree to access the Platform only from within the United States. The Platform may not be exported or re-exported outside of the United States or to those persons or entities prohibited from receiving exports from the United States. You shall be responsible for compliance with all rules, regulations and other requirements of Medicare, Medicaid and any other governmental or commercial payors related to proper billing for professional services. You agree and acknowledge that the Platform and services provided hereunder are limited to those expressly set forth herein and, without limiting the foregoing, do not include any billing or compliance related services.
  8. Permitted Location. You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
  9. Covered Entities. If you or the Customer are a “Covered Entity” or a “Business Associate” as defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and choose to disclose or transmit Protected Health Information (“PHI”) (as defined by HIPAA) to us or the Platform, you agree that such information will be handled in accordance with our Business Associate Agreement (“BAA”) [a]incorporated into these terms by reference. Before providing PHI to us or the Platform, you will obtain all required rights, permissions, licenses, consents, and/or authorizations under HIPAA and applicable state laws necessary to disclose PHI to us and for us to use and disclose PHI as set forth herein and within the BAA and indicate in your Registration that you are providing PHI.  
  1. Term and Termination
  1. Term. Unless earlier terminated pursuant to this agreement, this agreement is effective upon your acceptance of it in the course of the Registration or at your earliest use of or access to the Platform (the “Effective Date”), and it shall continue in effect until terminated (the “Term”).
  2. Termination. If you breach this agreement, if we are required to do so by applicable law, or if we reasonably believe that there has been conduct via your account that creates or could create liability or harm to any user, third party or us, we may terminate this agreement at any time with or without notice to you by disabling access to the Platform or closing your account. You may terminate this agreement at any time by closing your account and ceasing use of the Platform and our services.
  3. Effect of Termination. Upon termination of this agreement for any reason or no reason, your access rights and all licenses granted to you herein will terminate, and you must immediately cease all use of the Platform. You will forfeit any pending, current, or future account point balances, and any other forms of unredeemed value in or associated with your account.
  1. Fees; Payment
  1. Fees. You or the Customer, if applicable, shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the Platform.
  2. Payments. Where applicable, any amounts due hereunder shall be paid in the manner established via the Platform or Registration. Only valid credit cards or other payment method acceptable to Company may be used. You represent and warrant that you are authorized to use the designated payment method, and you authorize Company, through its third-party payment processor, to charge the designated payment method for all amounts described during the Registration for your order (including taxes, service charges, and any other amounts). You agree that Company may immediately authorize the credit card (or other approved facility, including your app store account) for payment for any order made under your account. If the card (or other payment method) cannot be verified, is invalid, or is otherwise not acceptable, the order may be suspended or cancelled automatically. You are responsible for all activities and charges that occur under your account, and your liability for such charges shall continue after termination of this agreement. You agree to keep all payment cards or other payment method information current, and you agree that Company may submit charges for processing even if the card (or other method) has expired or changed by the time we submit it. In the event of an error—whether on the Platform, in an order confirmation, in processing an order, or otherwise—Company reserves the right to correct such error and to revise the order if necessary (including charging the correct price) or to cancel the order and refund any amount charged. Your use of Google Pay or Apple Pay is subject to the terms and conditions and privacy policies of Google and Apple, respectively.
  3. Taxes. If Company is required to collect or pay any taxes in connection with your purchases on the Platform, such taxes will be charged to you at the time of each purchase transaction. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of the Platform or services. Such taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest, as applicable to your purchase or country of purchase.
  4. Non-payment. We reserve the right to terminate or suspend your account, access to the Platform, or this agreement in the event of your or Customer’s non-payment of fees.
  1. Ownership; Proprietary Rights; Third Parties
  1. Platform. You acknowledge and agree that you do not acquire any ownership rights to the Platform through this agreement or by use of the Platform. Company and/or its licensors have and retain exclusive, valid, and non-contestable ownership of the Platform and all intellectual property and proprietary rights therein. Any third-party code that may be incorporated in the Platform is covered by the applicable open source or third-party license, if any, authorizing use of such code.
  2. Ideas. You may suggest improvements and/or communicate to us ideas, inventions, discoveries, or concepts (“Ideas”), and you may discover or create the Ideas jointly with us. You agree that any such Ideas shall be and remain solely the property of Company and/or its licensors and may be used and sold, licensed, or otherwise provided by Company and/or its licensors to third parties, or published or otherwise publicly disclosed, in Company’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to Company any and all of your right, title, and interest in and to any such Ideas.
  3. Apple. If you have downloaded the Platform from the Apple, Inc. (“Apple”) Platform Store or if you are using the Platform on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This agreement is between you and the Company only, not with Apple. We, not Apple, are responsible for the Platform and the content of it. The license granted to you in this Agreement is for use on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the Platform may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. If you need any support with respect to the Platform, please contact us. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Platform. In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Platform to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform. Apple is not responsible for addressing any claims by you or any third party relating to the Platform or your possession and/or use of the Platform, including: (1) product liability claims; (2) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Platform and/or your possession and use of the Platform infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Platform. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary of this agreement.
  4. Google. If you have downloaded the Platform from the Google Play Store, you (1) you acknowledge that this agreement is solely between you and the Company only, and not with Google, Inc. (“Google”); (ii) your use of the Platform must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Platform; (iv) the Company, and not Google, is solely responsible for its Platform; (v) Google has no obligation or liability to you with respect to the Platform or this agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this agreement as it relates to the Platform.
  1. Technical Data; License to Your Data; Communications
  1. The Platform maintains certain personally identifiable information about you. Company will use and disclose your personally identifiable information as described in this agreement or Company’s Privacy Policy, as required by law or court order, and as necessary to provide the Platform and our services or to enforce our rights. For clarity, subject to Section 3(i), PHI within your Data will be used and disclosed in accordance with the BAA.
  2. In order for Company to provide the Platform, you grant to Company, during and after the Term, a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to use, copy, encode, store, archive, translate, render into an audible and/or visual format, distribute, display, perform, transmit, and create derivative works from any information, content, materials, or other data entered during Registration or otherwise into the Platform, including that is generated from your use of the Platform (“Data”) to the extent necessary for Company to (1) provide the Platform and our services, (2) perform our obligations under this agreement, (3) attribute actions or content to you, (4) compile analyses and statistical information from Data regarding usage or performance of the Platform and user engagement, (5) analyze, test, develop, maintain, refine, train, tune, improve, enhance, optimize, automate, and expand the insights, processes, methods, and tools related to the Platform and Services and other Company products and services (6) develop new products or services, and (7) accomplish other internal business purpose or as described in Company’s Privacy Policy. Company reserves the right to maintain, delete, or destroy all Data and materials posted or uploaded to Platform pursuant to its internal record retention and/or destruction policies. Notwithstanding the foregoing, subject to Section 3(i), Data that constitutes PHI will be used and disclosed in accordance with the BAA.
  3. You also grant to Company a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to de-identify or aggregate Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data (“Deidentified Data”). You acknowledge and agree that Company has and retains exclusive and valid ownership of all Deidentified Data. You represent and warrant that there are no restrictions on your ability to provide Company the right to de-identify Data you upload. Company shall also have the right to collect and analyze data and other information relating to the provision, use, and performance of the Platform and related systems and technologies (“Usage Data”), and you acknowledge and agree that Company has and retains exclusive and valid ownership of all Usage Data. Company will be free (during and after the Term) to use such Deidentified Data and Usage Data for any purpose, including to (1) improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other service offerings, (2) analyze, test, develop, maintain, refine, train, tune, improve, enhance, optimize, automate, and expand the insights, processes, methods, and tools related to the Platform and Services and other Company products and services, (3) disclose such data in connection with our business, and (4) otherwise use and disclose such data as set forth in our Privacy Policy.
  4. You represent and warrant that you own or have the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to Company the licenses and rights set forth herein, including, without limitation, having no restrictions on the Data due to any notice of privacy practice or privacy policy. You will only transmits Data, including health-related information, to us for which you have and will maintain, and provide a copy to us upon request, a record of all rights, permissions, consents, and/or authorizations necessary, if any, to permit such disclosure and to permit us to perform any services, provide the Platform, and exercise our rights and perform our obligations set forth in this agreement, including, but not limited to, those set forth in this Section 7. You are responsible for all of your Data, and you represent and warrant that your Data will not violate the terms of this agreement, including the restrictions set forth in Section 4 or this Section 7. If you discover that (i) any Data provided to Company violates the terms of this agreement, or (ii) there are changes or revocations of your ability to provide Data to Company, you shall promptly provide written notice to Company. If any of your Data violates this agreement, or is inappropriate in our judgment, we reserve the right, in our sole discretion and without notice to you, (1) to change, delete or remove, in part or in full, any of your Data, (2) to terminate or suspend access to the Platform, and/or (3) to terminate or suspend your account, in each case, with or without notice. Company will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with your Data. You shall indemnify, defend, and hold harmless Company, its affiliates, and their respective directors, officers, employees, and agents from and against any Loss (as defined below) arising from or related to a claim of a third party with respect to a breach of the foregoing representations and warranties.
  5. BY PROVIDING YOUR DATA, YOU AUTHORIZE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, AND CONTRACTORS TO INITIATE ELECTRONIC COMMUNICATIONS BY E-MAIL THAT ARE PROVIDED THROUGH THE PLATFORM OR AS PART OF THE REGISTRATION TO PROVIDE REMINDERS OR OTHER PURPOSES RELATED TO THE PLATFORM AND THE SERVICES PROVIDED BY COMPANY. DO NOT SUBMIT YOUR INFORMATION IF YOU DO NOT CONSENT TO BEING CONTACTED BY EMAIL.
  1. No Warranties
  1. THE PLATFORM AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM. COMPANY, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PLATFORM OR ANY PART OF IT, INCLUDING ANY CONTENT, AND ANY SERVICES PROVIDED BY COMPANY, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU. COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES WILL BE UNINTERRUPTED, ACCURATE, OMISSION FREE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE PLATFORM, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  2. Due to the continual development of new techniques for intruding upon and attacking networks, Company does not warrant that the Platform, or any equipment, system, or network on which it is used or accessed, will be free of vulnerability to intrusion or attack that results in your inability to use the Platform or the unauthorized disclosure or compromise of your information in the Platform.
  3. Company cannot and does not guarantee or warrant that the Platform or files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data.
  4. We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the Platform or portions thereof, including but not limited to the Platform’s features, look and feel, and functional elements and related services.
  5. Although the Platform may include links providing direct access to third-party Internet sites or mobile applications as a convenience, the inclusion of a link is not, nor does it imply, an endorsement of the linked site by Company. Company takes no responsibility for the availability or accuracy of content or information contained on those other sites, and does not exert any editorial or other control over those other sites. Company does not take responsibility for the privacy policies and practices of these third-party links. Your use of and subscription to any third party products or services is subject to the terms of service of, and your direct relationship with, that third party.
  6. The information and tools, including the Content, that we make available through the Platform are provided for educational and informational purposes only. While we hope you find the Platform useful to you as a Medical Professional, they are in no way intended to serve as a diagnostic service or platform, to provide certainty with respect to a diagnosis, to recommend a particular product, therapy, treatment, or to otherwise substitute for the clinical judgment of a qualified healthcare professional. You agree that you will not use the Platform with the intention of creating any kind of physician/patient relationship, e.g., to diagnose or treat users. You are solely responsible for evaluating the information obtained from the Platform and for your use or misuse of such information in connection with your treatment decisions or otherwise. You agree that you shall be solely responsible for your compliance with all laws and standards of professional practice applicable to you and the practice of medicine or other relevant health profession, including all jurisdiction specific requirements that may be applicable to you.
  7. We are not a health care provider, and the Platform is not intended to provide medical advice, diagnosis or treatment, or a substitute for an individual patient assessment based on a qualified health care provider’s evaluation of each patient, including factors unique to such patient. The Platform is not intended as a substitute for your professional judgement or decision-making responsibility, including when diagnosing and treating patients. YOU AGREE THAT IMAGEASSIST AND THE PLATFORM AND SERVICES DO NOT PROVIDE MEDICAL SERVICES AND ARE NOT ENGAGED IN THE PRACTICE OF MEDICINE, AND THAT NEITHER YOUR NOR ANY OTHER HEALTH CARE PROVIDER'S USE OF THE PLATFORM OR ANY RELATED SERVICES ABSOLVES YOU OR ANY OTHER HEALTH CARE PROVIDER OF YOUR OR THEIR OBLIGATION TO EXERCISE INDEPENDENT MEDICAL JUDGMENT IN RENDERING HEALTH CARE SERVICES TO PATIENTS. YOU ACKNOWLEDGE THAT THE PROFESSIONAL DUTY TO THE PATIENT IN PROVIDING HEALTH CARE SERVICES LIES SOLELY WITH THE HEALTH CARE PROFESSIONAL USING THE PLATFORM, AND IMAGEASSIST IS IN NO WAY LIABLE OR RESPONSIBLE FOR ANY MEDICAL OUTCOMES.
  8. The AI tools provided through the Platform are for informational purposes only and are not intended to be used as clinical decision support tools or for diagnosing, preventing, or treating any medical condition. By using the Platform, you confirm that you have obtained all necessary consents and authorizations from your employer, patient, or other relevant parties, including consents and authorizations required under HIPAA or other applicable data protection or privacy laws. The parties agree that the AI tools utilized by and incorporated into the Platform are not used or configured for decision-making, diagnosis, or patient-care purposes.
  9. Some jurisdictions do not allow the exclusion of certain warranties, so some of the disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer of warranty, the scope and duration of such warranty shall be the minimum permitted under such applicable law.
  1. Limitation of Liability; Disclaimer of Certain Damages
  1. NEITHER COMPANY NOR ITS LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
  2. IN NO EVENT SHALL COMPANY’S OR ITS LICENSORS’ AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PLATFORM AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PERSONAL INJURY, AND WRONGFUL DEATH), OR OTHERWISE, EXCEED $100. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
  3. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the limitations above may not apply to you. To the extent applicable law does not permit such limitation of liability, the extent of such liability shall be the minimum permitted under such applicable law.
  4. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE PLATFORM.
  5. Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement limits Company’s right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Platform or information provided to or gathered by Company with respect to such use.
  1. Indemnification. You agree to indemnify, defend, and hold harmless Company, its licensors, their affiliates, and their respective officers, directors, employees, and agents from and against any Loss arising from or related to (1) any violation of the terms of this agreement by you or your agents, (2) use of your account for the Platform, (3) your Data, and (4) your use of the Platform. This obligation will survive the termination of this agreement. For purposes of this agreement, “Loss” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).
  2. Digital Millennium Copyright Act. Company respects the intellectual property of others, and we expect our users to do the same. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the website, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (5) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent to receive DMCA Notices is: golinko@imageassist.com, Attn: DMCA Agent. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Company has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.
  3. Other Provisions
  1. This agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. Company may freely transfer, assign, or delegate all or any part of this agreement and any rights or duties hereunder. You may not assign this agreement or any of the rights or licenses granted under this agreement. Any attempted sublicense, transfer, or assignment in violation of this agreement is void.
  2. Except as otherwise expressly provided herein, this agreement (including the documents, pages, and additional terms referenced herein, including the Privacy Policy and BAA (as applicable), constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. We reserve the right, at our sole discretion, to modify, discontinue or terminate the Platform, including the Content, or this agreement, including the BAA, at any time and without prior notice. We may modify this Agreement (including referenced policies such as the Privacy Policy and BAA) from time to time. If we modify this agreement in a material way, we will provide notice of such modification within the Platform or by posting updated terms on the Platform or related website. The modified terms will become effective at the start of the next renewal term or thirty (30) days after posting (whichever comes first). By continuing to access or use the Platform after the effective date of modification, you agree to be bound by the modified terms of the agreement. If the modified terms are not acceptable to you, you agree to immediately stop using the Platform.
  3. In the event of a conflict or inconsistency between these terms and an executed Master Services Agreement (including, if applicable, the terms or applicability of any BAA Privacy Policy incorporated therein), the terms of the Master Services Agreement shall prevail.  In the event of a conflict between these terms and the BAA or Privacy Policy, these terms shall have the lowest priority, and the terms of the BAA or Privacy Policy (whichever applicable) shall prevail.
  4. The failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this agreement.
  5. If any provision of this agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (1) the validity and enforceability of all provisions of this agreement not ruled to be invalid or unenforceable will be unaffected; (2) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (3) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (4) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.
  6. This agreement shall be construed and enforced in accordance with the laws of the state of Tennessee (other than its conflicts of law provisions), and the venue for any dispute shall be exclusively in the federal or state courts having jurisdiction over Nashville, Tennessee. We reserve the right to seek all remedies available at law and in equity for violations of the agreement, including, without limitation, the right to block access to the Platform from a particular account, device, and/or IP address.
  7. Any cause of action or claim you may have with respect to the Platform must be commenced within one year after it arises, except to the extent such limitation is not enforceable. To the fullest extent permitted by law, each party to this agreement waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Platform.
  8. Company shall not be liable for any failure to perform its obligations under this agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of it and not due to its own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.
  9. You may contact us at the addresses set forth below for any notices, complaints, or claims with respect to the Platform.

Mail:          ImageAssist Inc, Attn: Dr. Golinko,

1211 Medical Center Dr,

Nashville, TN 37232, United States

                

        Email:         golinko@imageassist.com

Business Associate Agreement (BAA)