Terms and Conditions

LICENSE AGREEMENT

This License Agreement (“Agreement”) is entered into as of the date that any member of the firm is provided log-in credentials to Viewpoint, by and between IMEDVIEW Inc. (“IMEDVIEW”) and the individual party logging in as well as their employer, (“Licensee”) (each, a “Party”) (collectively, “Parties”).

WHEREAS, IMEDVIEW has developed and owns proprietary software and systems and offers services that collectively, and together with certain third-party products and services, provides to law firms, employers and other organizations litigation support services in servicing liability, workers’ compensation, and automotive claims; and

WHEREAS, Licensee desires to obtain access to IMEDVIEW’s software and systems and to receive IMEDVIEW’s services for use at Licensee’s Locations identified in Schedule A (“Fees and Locations”);

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:

Definitions.

“IMEDVIEW” means IMEDVIEW, Inc.

“VIEWPOINT” means proprietary, cloud-based, software and systems that allows our clients secure access to their cases and associated records.

“VIEWPOINT Services” means the records retrieval and records access (including electronic copies of records retrieved) supplied by IMEDVIEW to Licensee, and the results of which are available in VIEWPOINT.

“Documentation” means the functional specifications for VIEWPOINT and VIEWPOINT Services in the form attached hereto as Schedule B and all user documentation and product information.

Grant of License. Subject to the provisions of this Agreement, during the Term, IMEDVIEW grants to Licensee, and Licensee accepts, a limited, revocable, non-exclusive, personal, non-transferable, non-assignable license, without any right to sublicense, to use but not to modify, VIEWPOINT and to receive VIEWPOINT Services and Documentation (hereinafter, collectively “IMEDVIEW Licensed Property”) solely in connection with Licensee’s internal business operations at the Locations.
Restrictions on Use; End User License Agreement.
1. Licensee shall use IMEDVIEW Licensed Property only through its authorized management, administrative staff, employees, consultants and contractors only at the Locations, including any remote workers assigned to the Locations (collectively, “Authorized Users”). Licensee acknowledges that Licensee’s Authorized Users shall be required to accept the IMEDVIEW’s End-User License Agreement (“EULA”) as the same may be updated from time to time.
2. IMEDVIEW Licensed Property is for use by Licensee solely within the United States, and only in compliance with this Agreement, the EULA and with all applicable laws and regulations. Licensee shall not and will not permit others to make or distribute copies of IMEDVIEW Licensed Property, except for printing copies of Documentation as necessary for Authorized Users’ training and proper use of Licensed Property.
3. Licensee shall not, and will not permit others to (i) modify, publish, translate, reverse engineer, reverse compile, disassemble, decompile, or create derivative or collective works of the source or object code for the IMEDVIEW Licensed Property or any component thereof, (ii) resell, lease, sublicense, or otherwise distribute or grant access to any IMEDVIEW Licensed Property or any component thereof other than to its Authorized Users as permitted in this Agreement; (iv) create malicious software or applications that may negatively impact IMEDVIEW Licensed Property; (v) circumvent technology that controls access to IMEDVIEW Licensed Property; and (vi) obliterate any proprietary labels on IMEDVIEW Licensed Property.
Fees. Licensee shall pay to IMEDVIEW the Custodial fees as set forth on Schedule A. All Fees are charged on a per records retrieval request basis pursuant to the rate sheet in effect at the time of the request and shall be due and payable within 30 days of invoice.

Term. This Agreement will continue until terminated under Section 13.

Licensee Responsibilities. Licensee shall (i) use the IMEDVIEW Licensed Property in accordance with the Documentation; (ii) safeguard the IMEDVIEW Licensed Property; (iii) not use IMEDVIEW Licensed Property to violate any applicable law or regulation; and (iv) provide at its sole cost the necessary computer, hardware and equipment, system software, and communications and internet access, to connect to and use the IMEDVIEW Licensed Property and access VIEWPOINT and VIEWPOINT Services from its Locations.

Representations and Warranties of IMEDVIEW; Disclaimers.
1. IMEDVIEW hereby represents and warrants to Licensee as follows (i) IMEDVIEW has full power and authority to enter into this Agreement and assuming its due execution and delivery by Licensee this Agreement shall constitute the valid and binding obligation of IMEDVIEW except as may be limited by bankruptcy, insolvency and other principles of general equity; (ii) VIEWPOINT and VIEWPOINT Services shall function, in all material respects, in accordance with the Documentation; (iii) VIEWPOINT Services shall be performed by IMEDVIEW using reasonable skill and care; and (iv) to IMEDVIEW’s knowledge, the IMEDVIEW Licensed Property does not infringe upon any existing United States patent, copyright, trade secret, trademark or other proprietary right of any third-party.
2. In the event of any breach of warranty set forth in Section 7(a)(ii),(iii), IMEDVIEW’s sole and exclusive responsibility, and Licensee’s sole and exclusive remedy, shall be for IMEDVIEW to correct or replace any portion of VIEWPOINT and/or VIEWPOINT Services not functioning in material respects with the Documentation or not provided with reasonable skill and care; provided, however, that if within 30 days of receiving written notice of a warranty breach IMEDVIEW neither corrects nor replaces any such portion of VIEWPOINT and/or VIEWPOINT Services, the Licensee’s sole and exclusive remedy shall be to terminate the Agreement.
3. OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 7(a), THE LICENSED PROPERTY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” IMEDVIEW SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO VIEWPOINT, VIEWPOINT SERVICES AND/OR THE DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. IMEDVIEW MAKES NO WARRANTY THAT VIEWPOINT OR VIEWPOINT SERVICES OR ANY RESULTS DERIVED THEREFROM WILL BE UNINTERRUPTED, SECURE, COMPLETE, ACCURATE OR ERROR-FREE. IMEDVIEW HAS NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO LICENSEE’S COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMEDVIEW DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE OR INJURY TO LICENSEE, END-USERS OR ANY THIRD-PARTY ARISING FROM ANY USE BY LICENSEE AND ITS AUTHORIZED USERS OF ANY INFORMATION, FEATURE, IDEA OR ADVICE CONTAINED IN THE LICENSED PROPERTY OR ANY ERRORS, OMISSIONS OR INVALIDITY OF DATA ENTERED OR EXCLUDED THEREFROM.

It shall be an essential term of thIS AGREEMENT that IMEDVIEW does not provide any warranties, assurance or representations, express or implied, as to the quality or fitness of any particular VIEWPOINT Services OR VIEWPOINT, or combination of VIEWPOINT Services and VIEWPOINT, for any particular purpose or use to or for which LICENSEE intends to, or has, put such VIEWPOINT Services OR VIEWPOINT.

IMEDVIEW SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE AS TO THIRD PARTY SOFTWARE, SYSTEMS, INFORMATION OR SERVICES.

Limitations of Liability.
1. IMEDVIEW SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST INCOME, LOST PROFIT, LOSS OF USE OF THE IMEDVIEW LICENSED PROPERTY, INCLUDING VIEWPOINT OR VIEWPOINT SERVICES, LOST DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL, DOWNTIME COSTS, LOST OPPORTUNITIES OR ANY DAMAGES DUE TO USE, MISUSE OR INTERPRETATION OF INFORMATION CONTAINED OR NOT CONTAINED IN THE IMEDVIEW LICENSED PROPERTY) SUFFERED BY LICENSEE OR ANY THIRD-PARTY, EVEN IF IMEDVIEW HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE; OR (ii) DEFAULT, FAULT AND/OR FAILURE WHICH IS DUE TO THE NEGLIGENT ACT, ERROR OR OMISSION OF A THIRD PARTY.
2. THE ENTIRE LIABILITY OF IMEDVIEW FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE AMOUNT PAID TO IMEDVIEW IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE DATE OF THE CLAIMS.
3. THE LIMITATIONS IN SECTION 8(a) AND (b) SHALL NOT APPLY TO (i) THIRD PARTY CLAIMS AGAINST LICENSEE FOR INFRINGEMENT UNDER SECTION 10(b), (b) BREACH OF CONFIDENTIALITY UNDER SECTION 14 OR (c) DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY IMEDVIEW.

Representations and Warranties of Licensee. Licensee hereby represents and warrants to IMEDVIEW as follows: (i) Licensee has full power and authority to enter into this Agreement and assuming its due execution and delivery by IMEDVIEW this Agreement shall constitute the valid and binding obligation of Licensee except as may be limited by bankruptcy, insolvency and other principles of general equity; and (ii) all personal or private information authorized for collection or retrieval, referenced, entered or provided by Licensee or its Authorized End Users is provided, collected and used in compliance in all material respects with applicable data protection and other applicable laws.

Indemnification.
1. Licensee shall indemnify, hold harmless and defend IMEDVIEW from any unaffiliated third party claim, loss, expense or other damage arising from Licensee’s use (including any Authorized User’s) use of IMMEDVIEW Licensed Property.
2. IMEDVIEW shall indemnify, hold harmless and defend Licensee against any action brought against Licensee by an unaffiliated third party to the extent that such action is based on a claim that the unmodified IMEDVIEW Licensed Property, when used in accordance with this Agreement, infringes any existing United States copyright, patent, trade secret or trademark and IMEDVIEW shall pay all costs, settlements and damages finally awarded; provided, that Licensee promptly notifies IMEDVIEW in writing of any claim, gives IMEDVIEW sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any part of the IMEDVIEW Licensed Property is finally adjudged to so infringe, or in IMEDVIEW’s opinion is likely to become the subject of such a claim, IMEDVIEW shall, at its option, either: (i) procure for Licensee the right to continue using IMEDVIEW Licensed Property; or (ii) modify or replace IMEDVIEW Licensed Property to make it non-infringing, or (iii) terminate the Agreement. IMEDVIEW shall have no liability regarding any claim arising out of: (1) use of IMEDVIEW Licensed Property in their unmodified forms following the exercise by IMEDVIEW of its option in either subsection (ii) or (iii) of this Section 10(b); (2) use of other than a current, unaltered release of IMEDVIEW Licensed Property unless the infringing portion is also in the then current, unaltered release, (3) use of IMEDVIEW Licensed Property in combination with non-IMEDVIEW approved technology if the infringement was caused by such use or (4) any modification or derivation of IMEDVIEW Licensed Property not specifically authorized in writing by IMEDVIEW. THE FOREGOING STATES THE ENTIRE LIABILITY OF IMEDVIEW AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE IMEDVIEW LICENSED PROPERTY.

Ownership/Intellectual Property Rights. Licensee acknowledges and agrees that, as between Licensee and IMEDVIEW, IMEDVIEW owns all right, title and interest, including patent, copyright, trade secret, trademark and other proprietary rights, in and to IMEDVIEW Licensed Property, any data, analytics or information developed or provided by IMEDVIEW, and any know-how, methodologies, equipment, or processes used by IMEDVIEW to provide the IMEDVIEW Licensed Property. Licensee acknowledges that it is being granted only a limited right of use of IMEDVIEW Licensed Property, which right of use is not coupled with an interest and remains revocable in accordance with this Agreement. Licensee agrees that it will not assert any ownership interest in IMEDVIEW Licensed Property. Licensee acknowledges that the IMEDVIEW Licensed Property includes unpublished works for purposes of federal copyright law and that the IMEDVIEW Licensed Property embodies valuable confidential and trade secret information of IMEDVIEW, the development of which required the expenditure of considerable time and money by IMEDVIEW. All applicable rights under applicable state, federal and international common and statutory law in IMEDVIEW Licensed Property, including but not limited to, rights in intellectual property therein, confidential and trade secret material, source code, object code, related trademarks, service marks, patents, copyrights and logos, and data analysis shall be and will remain the exclusive property of IMEDVIEW. Licensee acknowledges that the unauthorized use, transfer or disclosure of IMEDVIEW Licensed Property thereof will (i) substantially diminish the value to IMEDVIEW of its trade secrets and other proprietary interests; (ii) render IMEDVIEW’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury. If Licensee communicates any ideas for modifications, enhancements, or improvements or any other suggestions relating to IMEDVIEW Licensed Property, Licensee hereby assigns to IMEDVIEW all rights, title and interest Licensee may have in and to any suggestions, concepts or improvement concerning the IMEDVIEW Licensed Property, or other products of services resulting from Licensee’s communications to IMEDVIEW. Notwithstanding the foregoing, but subject to the provisions of Section 12 below, IMEDVIEW may use the retrieved records and user data in individual and de-identified aggregated form to perform analysis, research and benchmarking, prepare and distribute reports, including providing reports to Licensee, create derivative works and for IMEDVIEW to maintain and improve the IMEDVIEW Licensed Property.

Data Protection Law. All personal and private information shall be obtained and used by Licensee and/or IMEDVIEW in compliance with applicable data protection laws and regulation. IMMEDVIEW shall retain, use, access or disclose personal or private information only for the specific purposes of providing the IMMEDVIEW Services. IMEDVIEW shall employ reasonable administrative, technical and physical safeguards to protect personal and private information disclosed by Licensee to IMEDVIEW or otherwise obtained by IMEDVIEW in connection with VIEWPOINT Services.

Termination.
1. Either Party may terminate this Agreement upon ninety (90) days written notice to the other Party.
2. Either Party may terminate this Agreement in the event that the Party notifies that other Party in writing and stating in reasonable detail, that the Party is in material breach of this Agreement and such breach is not cured within 30 days of receipt of such notice.
3. Either Party may terminate this Agreement in accordance with Section 15i (force majeure) of this Agreement.
4. Access to Viewpoint and Viewpoint Services will cease as of the termination date, subject to Licensee payment of Fees up to and including the termination date
5. Upon termination, IMMEDVIEW shall, (i) at Licensee’s written request, provide Licensee’s electronic documents stored within the VIEWPOINT and VIEWPOINT System to Licensee in read-only PDF format on a secure, portable electronic storage device and purge all such data from Licensee’s account Sixty (60) days after termination, unless both parties agree to an alternative method and/or pricing to return and/or destroy such electronic data stored within Licensed System that is both considered feasible by Company and compliant with applicable data protection laws; or (ii) retain Licensee’s data or documents, including retrieved records, in accordance with its document retention policies or practices or as otherwise agreed to by the Parties.
Confidentiality. Each Party shall protect any trade secrets, source and object codes, product information and other proprietary or technical information of the disclosing Party that the disclosing Party identifies as confidential, or that is known by the receiving Party to be confidential. Confidential information shall be held in trust and confidence for, and on behalf of, the disclosing Party, and shall not be disclosed by the receiving Party except as permitted by this Agreement or as required by applicable law. This section shall not apply to information that is in the public domain.

General.
1. Any notice required hereunder shall be in writing to the contacts set forth below, and shall be deemed given when delivered personally or, if mailed by certified, registered mail, five days after the date of deposit in the United States mail, or, if mailed by overnight mail, one day after the date of deposit with an overnight mail service.
2. This Agreement may not be assigned or transferred by Licensee in whole or in part and whether voluntarily, involuntarily or operation of law without the prior written consent of IMEDVIEW. Notwithstanding the foregoing, Licensee may assign Agreement to an entity that acquires or succeeds to all or substantially all of Licensee’s business and assets (a “Successor”) by providing Thirty (30) days’ prior written notice to IMEDVIEW and provided that (i) IMEDVIEW does not reasonably consider the Successor to be a competitor, credit risk or other business risk, and (ii) such assignment is in writing and Successor agrees to be bound by this Agreement’s terms as if it were the original party hereto. IMEDVIEW may freely assign this Agreement to any affiliate, successor or purchaser following corporate merger, reorganization, transfer or sale of assets.
3. This Agreement shall be binding upon the Parties, and upon their successors and permitted assigns, including any IMEDVIEW affiliate or successor following corporate merger, reorganization, transfer or sale of assets.
4. This Agreement and any Schedules thereto constitute the entire agreement of the Parties and supersede any prior written or oral agreements.
5. Any amendment of this Agreement shall be valid only if in writing and signed by the authorized representatives of both Parties.
6. This Agreement will be governed by the laws of the State of New York, without giving effect to its conflict of laws provisions, and the venue and jurisdiction for any legal action to resolve disputes concerning this Agreement shall be in the State and/or Federal Courts of the State of New York.
7. If a court of competent jurisdiction holds that any provisions invalid or unenforceable in any respect, such invalidity, or unenforceability shall not affect any other provisions, and this Agreement shall be construed as if it had never contained such invalid or unenforceable provisions.
8. The relationship between the Parties hereto shall be that of independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, joint employer, agency relationship or relationship of employer and employee, between the Parties.
9. Neither Party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by any act of any federal, state or local governmental authority, judicial action, act of God, riot, strike, lockout, fire, flood, lightning, utility or communications failure, natural disaster, computer hacker, war, terrorism, or other similar cause beyond its reasonable control. Each Party shall promptly provide written notice of any such condition of which it becomes aware, and shall use all reasonable means to resume full performance of its obligations under this Agreement as soon as commercially possible. Either Party may terminate this Agreement without liability to the other due to such condition if such force majeure continues for a period of Thirty (30) days or more.
10. Each Party agrees that any actual or threatened breach of its obligations under Sections 11 and 14 of this Agreement may cause irreparable harm for which monetary damages are inadequate, and each Party agrees that the other Party may, in addition to any other remedies available at law, be entitled to seek immediate injunctive or equitable relief restraining such actual or threatened breach, without the need to post any bond or show proof of any monetary damages.
11. Sections 3b, 3c, 4, 6, 7c-e, 8, 10-15 and any rights and obligations of either Party which arose prior to the effective date of termination or expiration shall survive the termination or expiration of this Agreement.

SCHEDULE A – FEES AND FACILITIES

Facilities

All Licensee offices located in the United States.

Custodial Fees

Fees are charged on a per record retrieval basis as reflected in the current rate sheet, as may be updated from time to time.

Taxes

Licensee shall be responsible for all applicable sales, use or other taxes under this Agreement (excluding income tax payable by IMEDVIEW).

SCHEDULE B – SOFTWARE, SYSTEMS AND SERVICES

IMEDVIEW will provide the following VIEWPOINT and VIEWPOINT Services:

Cloud based access
Access to case related records

END-USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”), dated as of the date accepted by the user, is by and between IMEDVIEW, Inc. (“IMEDVIEW”) and the user clicking acceptance to this EULA (“End-User”) by virtue of logging into Viewpoint. This EULA is subject to the IMEDVIEW License Agreement (the “License Agreement”) entered into between IMEDVIEW and the law firm, employer or other organization (“Licensee”) of which the End-User is an authorized user. In the event of any conflict between this EULA and the License Agreement, the terms of the License Agreement shall prevail.

Grant of License

1.1 Grant. IMEDVIEW has developed and owns proprietary software and systems and offers services that collectively, and together with certain third-party products and services, provides to law firms, employers and other organizations litigation support services in servicing liability, workers’ compensation, and automotive claims. IMEDVIEW has granted to Licensee, during the term of the License Agreement, a limited, revocable, non-exclusive, personal, non-transferable, non-assignable license to use IMEDVIEW and IMEDVIEW Services and Documentation specified in the License Agreement (the “IMEDVIEW Licensed Property”). While using the Licensed Property, End-User may access content marked as proprietary or confidential, or that End User knows or reasonably should know to be confidential or proprietary (the “Confidential Content”). End-User is hereby granted the right to be an Authorized User, as defined in, and subject to that License Agreement. End-User agrees to use the Licensed Property and the Confidential Content only in compliance with the terms and conditions of this EULA. End-User acknowledges that all data contained therein, including the Confidential Content, may only be used in connection with the End-User’s use of the Licensed Property. End-User may not make any copies of the IMEDVIEW Licensed Property or the Confidential Content, except for printing copies of information and Documentation provided as part of the IMEDVIEW Licensed Property for use by End-User in litigating the claims. End-User will not publish, distribute via the Internet or other public computer based information system, create derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the Licensed Property, or a copy or portion of the Licensed Property, or the Confidential Content. All rights not expressly granted herein are retained by IMEDVIEW. The IMEDVIEW Licensed Property is copyrighted by IMEDVIEW. All rights reserved.

Ownership, Intellectual Property Rights, and Non-Disclosure/Confidential Information.

2.1 Ownership/Intellectual Property Rights. End-User and IMEDVIEW agree that IMEDVIEW owns all right, title and interest, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the IMEDVIEW Licensed Property, including but not limited to any rights granted to IMEDVIEW by third parties, any corrections, bug fixes, enhancements, derivatives, updates or other modifications, any data or information developed or provided by IMEDVIEW, and any know-how, methodologies, equipment, or processes used by IMEDVIEW to provide the IMEDVIEW Licensed Property. End-User acknowledges that he or she shall be granted only a limited right of use of the IMEDVIEW Licensed Property, which right of use is not coupled with an interest and remains revocable in accordance with the terms of this EULA. End-User warrants and agrees, that he or she shall not assert any ownership interest in the IMEDVIEW Licensed Property, or any components thereof. End-User acknowledges that the IMEDVIEW Licensed Property includes unpublished works for purposes of federal copyright law and that the IMEDVIEW Licensed Property embodies valuable confidential and trade secret information of IMEDVIEW, the development of which required the expenditure of considerable time and money by IMEDVIEW. All applicable rights under United States federal and state laws and all laws of any other country and any and all statutory rights in the IMEDVIEW Licensed Property, including but not limited to, rights in intellectual property therein, confidential and trade secret material, source code, object code, related trademarks, service marks, patents, copyrights and logos, and data analysis shall be and will remain the sole and exclusive property of IMEDVIEW. All notices of proprietary rights including, without limitation, the trademark and copyright notices in the IMEDVIEW Licensed Property must appear on all copies of the IMEDVIEW Licensed Property. End-User agrees that he or she may use the IMEDVIEW Licensed Property solely in object code form and will not permit or encourage others to: (a) modify, publish, translate, reverse engineer, reverse compile, disassemble, create derivative or collective works from the IMEDVIEW Licensed Property or any portion thereof; (b) copy the IMEDVIEW Licensed Property, except for purposes authorized by this EULA; (c) resell, lease, sublicense, or otherwise distribute or grant access to the IMEDVIEW License Property or any component thereof; (d) create malicious software products, tools, designs, instructions or the like that negatively impact the IMEDVIEW Licensed Property’s performance, functionality, or interoperability with other applications; (e) circumvent any technological measure that controls access to the IMEDVIEW Licensed Property or any part thereof; or (f) remove or obfuscate any proprietary notices or labels on the IMEDVIEW Licensed Property. If End-User communicates any ideas for modifications, enhancements, or improvements or any other suggestions relating to IMEDVIEW Licensed Property, End User hereby assigns to IMEDVIEW all rights, title and interest End User may have in and to any suggestions, concepts or improvement concerning the IMEDVIEW Licensed Property, or other products of services resulting from End User’s communications to IMEDVIEW. End User agrees that IMEDVIEW the retrieved records and user data in individual and de-identified aggregated form to perform analysis, research and benchmarking, prepare and distribute reports, including providing reports to Licensee, create derivative works and for IMEDVIEW to maintain and improve the IMEDVIEW Licensed Property.

2.2 Passwords. End-User shall be provided with a password and a user identification to access the Licensed Property. End-User shall use all reasonable efforts to keep such password and user identification confidential.

Limitations; Disclaimers.

3.1 Limitations of Warranties. THE LICENSED PROPERTY IS PROVIDED “AS IS.” IMEDVIEW PROVIDES NO REPRESENTATIONS OR WARRANTIES TO THE END-USER OTHER THAN THOSE PROVIDED TO LICENSEE UNDER THE LICENSE AGREEMENT.

3.2 Limitations of Liability.

IMEDVIEW SHALL HAVE NO LIABILITY TO END-USER AS AN AUTHORIZED USER FOR ANY REASON WHATSOEVER. ANY LIABILITY OF IMEDVIEW TO LICENSEE SHALL BE AS PROVIDED IN THE LICENSE AGREEMENT AND SHALL BE SUBJECT TO ALL OF THE LIMITATIONS CONTAINED THEREIN. IMEDVIEW specifically disclaims any liability for consequences due to the use, misuse, or interpretation of information contained or not contained in the IMEDVIEW licensed property.

IMEDVIEW DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. IMEDVIEW MAKES NO WARRANTY THAT IMEDVIEW OR IMEDVIEW SERVICES OR ANY RESULTS DERIVED THEREFROM WILL BE UNINTERRUPTED, SECURE, COMPLETE, ACCURATE OR ERROR-FREE.

End-User Representations and Duties.

4.1 Confidentiality/Restrictions. End-User agrees that it will not (or allow others to) publish, display, disclose, sell, rent, lease, modify, loan, reproduce, copy create derivative works, or distribute the Confidential Content or the IMEDVIEW Licensed Property or any components thereof including, without limitation, any related documentation. End-User agrees that it will not (or allow others to) reverse engineer, modify, translate, decompile, or disassemble the IMEDVIEW Licensed Property or any components thereof or attempt to gain knowledge of the source code in any manner whatsoever or disrupt or modify the IMEDVIEW Licensed Property or any components thereof or use the IMEDVIEW Licensed Property or any components thereof for any purpose other than as expressly permitted by this EULA. End-User agrees that any proprietary information contained in the IMEDVIEW Licensed Property, including the Confidential Content, may not be used in any public electronic bulletin board or public computer-based information system (including the Internet and the World Wide Web).

4.2 Compliance and Indemnification. End-User acknowledges that he or she is responsible for compliance with all federal, state and local laws, rules and regulations, or applicable data protection law and that IMEDVIEW is not assuming any rights, responsibilities or liabilities arising out of or relating to End-User’s failure to comply therewith. End-User specifically agrees to indemnify and hold harmless IMEDVIEW (and IMEDVIEW’s parent, subsidiaries and affiliates and their respective directors, managers, officers, employees and agents) from and against any and all claims, liabilities, penalties, fines, damages, losses, costs and expenses, including, without limitation, all attorney’s fees and court costs, incurred by IMEDVIEW (and its respective directors, managers, officers, employees and agents), as a result of or based upon End-User’s violation of any federal, state or local laws, rules or regulations, or applicable data protection laws, or any claim with respect thereto.

4.4 Failure to Connect. End-User, or Licensee, as the case may be, is responsible for all equipment and services such as modems, telephone, cable and other high speed Internet services, phone lines and computers that End-User uses to access the IMEDVIEW Licensed Property and IMEDVIEW shall not be liable for any damages caused by the failure of the same to connect or otherwise access the IMEDVIEW Licensed Property.

4.5 Indemnification. End-User shall indemnify and hold IMEDVIEW harmless for all liabilities, damages, costs and expenses incurred in connection with the use by the end user of the IMEDVIEW Licensed Property including, without limitation, any breach of this EULA by End-User.

Termination.

5.1 Term. This EULA shall commence upon the initial acceptance click by End-User and remain effective so long as End-User remains an Authorized User of the Licensee with respect to the Licensed Property and the License Agreement remains in effect. IMEDVIEW reserves the right to change the terms of this EULA at any time, effective immediately upon posting of the changes on the Licensed Property, and End-User may be required to indicate his or her acceptance of such revised terms as a condition to his or her continued use of the Licensed Property.

5.2 Termination. This EULA shall terminate immediately if the End-User ceases to be an Authorized User of the Licensee or the License Agreement is suspended or terminated for any reason. If Authorized User refuses or fails to comply with the terms and conditions of the EULA, then, IMEDVIEW may, at its sole option: (i) with immediate effect and on notice in writing to End User terminate the End User’s access to the Licensed Property; or (ii) suspend the End User’s access to the Licensed Property, with immediate effect and on notice in writing to User, until End User remedy of the breach.

5.3 Effect of Termination. Upon any termination of this EULA, End-User shall immediately cease accessing and using the Licensed Property.