These Terms of Service (the "Agreement") govern your use of this service (the "Services") from Nimble Co, LLC d/b/a Purview (referred to herein as "Purview", "we", "us", and "our"). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR USING THIS PRODUCT, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU", "YOUR", OR "PARTY" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if you are our direct competitor of Purview for purposes of monitoring the availability, performance or functionality of the Service, or for any other comparative or competitive purposes.
This Agreement was last updated on September 12, 2017. It is effective between you and us as of the date of your acceptance of this Agreement.
TERMS AND CONDITIONS
1. AGREEMENT. As referred to herein, "Agreement" means these Terms of Service, together with all policies and addenda that are incorporated herein by reference in the attached Exhibits. Definitions for terms are found in this Terms of Service Agreement.
2. SERVICES; FEES; RESTRICTIONS ON USE; REGULATORY & INTENDED USES.
2.1 Services. Subject to the terms and conditions of this Agreement, Purview grants to you a limited, non-transferable, non-exclusive license to access and use the Services via the Internet for your own or your practice’s use and not to be resold, relicensed or otherwise marketed as a service. You are responsible for: (a) complying with this Agreement; (b) the confidentiality and security of your personal health information; (c) the accuracy, integrity, and legality of your images and information; (d) using commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notifying us promptly of any such unauthorized access or use; (e) ensuring all of your data is backed up or archived elsewhere; and (f) using the Services only in accordance with applicable laws and government regulations.
2.2 Fees. The Services are provided free to patients to store and share their medical information or medical information for which they have legal custodial authorization. Physicians who are not current clients of Purview may be charged up to $5.00 per study for any study they receive from a patient, whether or not they authorize such sharing or access the images. Physicians who use this system acknowledge and agree to the timely payment of any such fees incurred for which they are notified by Purview. Purview may require Physicians to provide a valid credit card or other such payment mechanism in advance of their usage.
2.3 Availability. Patient medical images will be available only for as long as this service continues to be offered for free to patients. Should Purview charge a fee for the storage of patient images in the future, it will provide the patient with at least ninety (90) days advance notice of such change and make patient studies available to the patient for download and storage elsewhere. Patient will have the option to pay such fee to retain these studies in the Service.
2.4 Restrictions on Use. You agree not to: (i) resell the Services or use Services that have been resold; (ii) modify, decompile, reverse engineer, disassemble, attempt to discover the source code or algorithms of, or create derivative works based on, any of the Services or any part thereof; (iii) disable or circumvent any access control or related device, process or procedure established with respect to the Services or any part thereof; (iv) copy, rent, lease, lend, assign, sublicense, transfer, or otherwise make available, the Services or any rights under this Agreement to any Third Party except as expressly permitted by this Agreement; or (v) remove or obscure Purview's proprietary rights notices.
Further, you agree not to: (vi) use the Services to transmit or store infringing, libelous, inappropriate, or otherwise unlawful or tortuous information or images; (v) use the Services to transmit or store information or images in violation of third-party privacy rights, (vi) use the Services to transmit or store Malicious Code; (vii) interfere with or disrupt the integrity or performance of the Services or third-party information contained therein, or (viii) attempt to gain unauthorized access to the Services or their related systems or networks, including impersonating other users or fictitious persons.
Purview, in its sole discretion, may delete or restrict access to the Services if it determines any of the restrictions on use have been violated. Purview may also delete any information, images or other material associated with an account deemed to be in violation of this Section 2.4.
2.5 Intended Uses. The Services are intended for: (i) the storage and (ii) viewing of images acquired from CT, MR, CR, DR, US and other DICOM compliant medical imaging systems when installed on suitable commercial standard hardware; and (iii) the sharing of medical images with medical and healthcare personnel to facilitate clinical discussions. Purview Services are NOT intended to be used: (i) for primary diagnosis use by radiologists or diagnostic use by non-radiologists; (ii) within the standard radiology workflow; (iii) as a long-term storage or archive (PACS) solution; and (iv) for use as a pre-operative surgical planning tool and must not be used for this purpose. Purview’s medical image viewer included with the Service is provided only as a convenience and is not to be relied upon for diagnostic purposes.
2.6 Regulatory. By using the Services, You acknowledge and agree that your personal private health information may be transmitted and stored outside of your local geography. You hereby waive any and all objection to your local laws, statues or other regulations that prohibit the transmittal or storage of such information beyond your local geographic boundaries.
3. YOUR OBLIGATIONS. In addition to other obligations under this Agreement:
3.1 You will cooperate with Purview in the performance of Purview's obligations hereunder, including without limitation, and in each instance subject to normal security requirements and in a manner that is not unnecessarily disruptive to you or your business, by: (i) providing to Purview such information, data, management decisions, approvals and acceptances as may be reasonable to permit Purview to provide Services hereunder; (ii) providing Purview secure, remote access to your network and/or computing technology, as required; and (iii) abiding with all commercially reasonable security and privacy requests made by Purview.
3.2 You acknowledge that, in connection with the Services from time to time and with the performance of any of its obligations hereunder, Purview may require the technical assistance and cooperation of you and you will provide, at no charge to Purview, such technical assistance and cooperation as Purview may from time to time reasonably request during the Term.
3.3 You acknowledge that Services may be subject to other limitations, such as limits on disk storage space and on the number of times you are permitted to access our website, applications, and other products or services.
5. OWNERSHIP. As between the Parties, the Services are, and at all times shall remain, Purview's sole and exclusive property, including all copyrights, trademarks, patents and other intellectual property rights. You agree that neither you nor any Third Party shall obtain any express or implied rights in or to any part of the Services. All rights not expressly granted are reserved by Purview. As between you and us, you exclusively own all rights, title and interest in and to all your information and images.
6. EQUIPMENT NEEDS AND LIMITATIONS.
6.1 Equipment. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Services and for paying all Third Party access charges (e.g., ISP, telecommunications) incurred while using the Services.
6.2 Backend Equipment. Purview reserves the right to establish a maximum amount of network bandwidth, memory, or other computer storage and a maximum amount of Data that you may store, post or transmit on or through the Services.
7. CONDUCT. You shall be solely responsible for your actions and the actions of your users while using the Services and the contents of transmissions through the Services (including, without limitation, your Data). Client agrees not to knowingly upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or any computer. Client agrees not to knowingly upload or distribute in any way image files that violate in any way protected health information (PHI) or patient identifiers as defined in the USA by the Health Information Privacy and Accountability Act of 1996 Privacy Rule (see 45 C.F.R. Part 160 and Subparts A & E of Part 164, as subsequently amended. Client agrees to immediately delete any series or studies that are discovered to contain any image files that violate in any way protected health information (PHI) or patient identifiers, or to immediately notify Purview by email at phi@Purview.com if such images are encountered in shared series or studies that Client does not have necessary permissions to delete.
8. CONFIDENTIALITY; YOUR DATA.
8.1 Confidentiality of Patient Information. You are responsible for the confidentiality of your own PHI.
8.2 Confidential Information. Purview and You each agree to use commercially reasonable efforts to maintain the other's Confidential Information in confidence and to not use or disclose any portion of the other Party's Confidential Information to Third Parties, except as reasonably necessary to perform this Agreement and as required by law.
8.3 Your Data. As between the Parties, You shall own all data, information or material that you enter into the Services or has entered on its behalf ("Your Data"). For purposes of clarity, Your Data does not include Purview Data. Purview may access your account and Your Data from time-to-time as Purview deems necessary, solely for purposes of support, administration and invoicing related to your use of the Services. Except as permitted in this Agreement, Purview will not edit, delete or disclose Your Data unless authorized by you or unless Purview is required to do so by law or in the good faith belief that such action is necessary to: (i) conform with applicable laws or comply with legal process served on Purview; (ii) protect and defend the rights or property of Purview; or (iii) enforce this Agreement. Purview may provide user statistical information related to the usage of the Services such as usage or traffic patterns in aggregate form to Third Parties, but such information will not include identifiable information of you or personally identifying information for Your employees or authorized contractors. Notwithstanding the above, You agree and acknowledge that Purview may completely anonymize your data and use such anonymized data to aggregate health information, results or other statistics that may be valuable and helpful to the future prevention and treatment of disease.
9. TERM AND TERMINATION.
9.1 Term. This Agreement shall begin as of the Effective Date and shall remain in full force and effect until you cease to use the Service or unless and until such terms are modified by Purview. In such event you will be notified and you may decide to discontinue the use of the Service.
9.2 Termination Upon an Event of Default. Purview may terminate this agreement immediately if you materially breach this Agreement.
10.1 Patents and Copyrights. If an unaffiliated Third Party claims that any of the Services or Your Data infringe that party's patents or copyrights, Purview will, at Purview's expense, modify them to make them non-infringing, or to replace them with another service that is substantially a functional equivalent. If Purview determines that none of these options is reasonably available, then Purview may terminate this Agreement in whole or with respect to the affected Services. THIS IS Purview's ENTIRE OBLIGATION AND LIABILITY REGARDING INFRINGEMENT OR CLAIMS OF INFRINGEMENT.
10.2 Your Indemnity. You will, at your expense, defend Purview against all claims by unaffiliated Third Parties arising from or related to the Your Data or your use or misuse of the Services, and you shall pay costs, losses, damages, and attorneys' fees that a court finally awards, and all associated settlements.
10.3 Indemnification Procedure. The indemnification obligations under Sections 10.1 and 10.2 are conditioned on the indemnifying Party receiving (i) prompt written notice of the claim, (ii) the necessary assistance, information and authority to defend the claim and perform its obligations, and (iii) sole control of the defense and settlement of such claim and all associated negotiations. This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
11. DISCLAIMER. PURVIEW MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS OR CAPABILITIES OF THE SERVICES OR ANY GOODS OR PERSONNEL RESOURCES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. Purview DOES NOT WARRANT ANY PARTICULAR RESULTS THAT MAY BE OBTAINED BY THE USE OF THE SERVICES OR THAT THE SERVICES OR ASSOCIATED SYSTEMS WILL OPERATE IN AN ERROR-FREE OR UNINTERRUPTED MANNER, OR IN COMBINATION WITH THIRD PARTY PRODUCTS.
12.1 Assignment. You may not assign, transfer, or sell any of its rights or delegate any of its responsibilities under this Agreement, without Purview's prior written consent. Any purported assignment of rights or delegation of performance in violation of this Section 12.1 is void.
12.2 Force Majeure. Neither Party shall be liable for any delay or failure due to force majeure and other causes beyond its control, including for acts of God, labor disputes, changes in government policy/law, war, epidemics, acts or omissions of vendors or suppliers, disruptions caused by failures of the Internet or service providers (including those providing electricity, telecommunications links and/or Internet connectivity), or other occurrences which are beyond its reasonable control. This provision shall not apply to any of your payment obligations. In the event that either Party is excused from the performance of its obligations hereunder pursuant to this Section 12.2, then that Party shall use all efforts that are reasonable under the circumstances to resume performance of its obligations hereunder as soon as feasible.
12.3 Compliance with Laws. The Services are provided solely for lawful purposes and use. Without limiting the other terms of this Agreement, you shall be solely responsible for, and agree to comply with, all laws, statutes, ordinances and/or regulations (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, false advertising, privacy and data protection, and publicity) (collectively, "Laws") applicable to you and your business and its use of the Services. You will not directly or indirectly ship, transfer, export or transmit the Services into any country or permit or authorize use by any Person in any manner prohibited by the United States Export Administration Act, the International Traffic in Arms Regulations of the U.S. State Department, or any other export laws, restrictions, or regulations of any jurisdiction. The Parties agree that Purview may in its sole discretion make changes to any of the Services from time to time as may be reasonably necessary or appropriate for Purview to comply with applicable Laws. The Parties further agree that if a change in applicable Laws makes the continued performance of this Agreement (or any part thereof), in Purview's sole reasonable discretion, unduly burdensome or unlawful, Purview may terminate this Agreement in whole or in part upon notice to you.
12.4 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, superseding any prior oral or written communications. Sections 5, 7, 8, 10, 11 and 12 shall survive the termination or expiration of this Agreement. The Parties are independent contractors for all purposes under this Agreement.
12.5 Governing Law. This Agreement shall be governed by the laws of the State of Maryland, USA without regard to its conflict of law provisions. Any dispute arising out of or related to this Agreement shall be resolved only in the state and federal courts located in Anne Arundel County, Maryland.
12.7 Amendments and Waivers. No amendment to this Agreement shall be valid unless it is in writing and is signed by each of the Parties. Except where a specific period for action or inaction is provided herein, no delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver on the part of either Party of any such right, power or privilege shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.
12.8 Severability. If any provision of this Agreement is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law; the remainder of this Agreement shall remain in full force and effect.