License and Terms and Conditions of Use

Intelerad Medical Systems Incorporated - InteleViewer 

Copyright (c) Intelerad Medical Systems Incorporated, 2006
  
Read this License and Terms and Conditions of Use carefully before you accept the terms of this License by selecting "I accept" at the bottom of this page.  If you do not agree with the terms of this License, select "I do not accept" at the bottom of this page, in which case installation of the software will be cancelled.

1.	Grant of License.  Subject to the provisions of this Agreement, Intelerad Medical Systems Incorporated ("Licensor") and its Suppliers grant you a non-exclusive, non-transferable license to use InteleViewer with related documentation (if any) (collectively, the "Software") for one of the following terms:
i)	For a trial period of thirty (30) days from initial installation of the Software;
ii)	On an annual basis - provided you have contracted and paid for each annual term from initial installation; or
iii)	In perpetuity - conditional to you contracting and paying for this term of use in addition to the adherence of the terms and conditions of use outlined below.    

2.	Use of Software.  You shall have the right to use the Software for use in medical imaging applications.  YOU ARE SOLELY RESPONSIBLE FOR THE MANNER WHICH YOU USE THE SOFTWARE INCLUDING WITHOUT LIMITATION THE SAFEGUARDING OF IMAGES, DATA AND OTHER CONFIDENTIAL INFORMATION RELATING TO HEALTHCARE PATIENTS AND OTHERS.  Except as permitted under this License, you may not copy the Software or any portion thereof or modify, translate, reverse-engineer, disassemble, or decompile the Software or any portion thereof.  You agree to use the Software in accordance with applicable laws.

3.	Ownership.  The Software is a proprietary product of Licensor or its licensor, and is protected under copyright law and international treaty provisions.  All intellectual property rights in and to the Software are retained by Licensor or its licensor.  Without limiting the foregoing, you acknowledge that, except as permitted under this License,  (a) neither the Software nor your rights and obligations under this License may at any time be sublicensed, redistributed, assigned or transferred, in whole or in part, to any third party; (b) you may not distribute, rent, sublicense, or lease the Software or part with possession of the Software in whole or in part to any third party; and (c) you may not remove any proprietary notices, labels, or marks from the Software.

4.	Term and Termination.  This License is effective upon receipt by you of the Software and shall continue until terminated as defined by the terms outlined in Section 1.  No notice shall be required from Licensor to effect such termination.  You may also terminate this License at any time by notifying Licensor in writing of termination.  Licensor may terminate this License immediately and without prior notice if you breach any term of this License.  You will erase all memory resident copies of the Software and return all existing copies of the Software, and any portions thereof, to Licensor on termination of this License, or destroy the same and certify in writing to Licensor that you have done so.


5.	No Warranty.  THIS SOFTWARE IS PROVIDED BY INTELERAD MEDICAL SYSTEMS INCORPORATED "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.  IN NO EVENT SHALL INTELERAD MEDICAL SYSTEMS INCORPORATED BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7.	No Liability.  Without limiting the foregoing provisions, Licensor shall not in any event be liable for (a) any loss of use of any computer or loss or corruption of data or the costs of system or data recovery; (b) any third party claims; or (c) any direct, indirect, special, punitive, exemplary, incidental or consequential damages or lost profits.  The limitations contained in this paragraph apply regardless of the form of action and whether the liability is based on contract, negligence, tort, strict liability or otherwise, even if Licensor has been advised of the possibility of such liability and even if a fundamental breach or breach of a fundamental term has occurred.

8.	Indemnity.  You shall at all times be solely responsible for the quality of medical services provided.  You shall indemnify and hold Licensor and its employees, contractors, suppliers, agents, officers, directors and representatives harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including legal fees and expenses) arising out of your use of the Software.

9.	Governing Law.  This License shall be governed by the laws of the Province of Quebec.  If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.

10.	Complete Agreement.  This License constitutes the entire agreement between the parties with respect to the Software, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.   Licensor may assign this License effective upon notice to you.  No amendment to or modification of this License will be binding unless it is documented in writing and signed by a duly authorized representative of Licensor.

11.	This product was developed using Kakadu software.  
