HEALTHPAY24 TRIAL AGREEMENT
ACCEPTANCE OF THE TERMS OF THE TRIAL AGREEMENT:
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, USING THE PLATFORM AND/OR SIGNIFYING YOUR ACCEPTANCE TO THIS TRIAL AGREEMENT (the “AGREEMENT”), YOU AGREE TO THE TERMS OF THIS ELECTRONIC AGREEMENT ON YOUR OWN BEHALF AND ON BEHALF OF THE LICENSEE LISTED ON THE WEB FORM ON WHICH YOU REGISTERED (“WEB FORM”). YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE CLIENT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE PLATFORM (AS DEFINED BELOW), SERVICES AND SOFTWARE.
1. LICENSE: Pursuant to the terms and conditions of this Agreement, ImageVision.net, LLC. (“HP 24”) grants to you and the entity listed on a Web Form that HP 24 provides (you and the entity listed on the web form is the “Licensee”) upon acceptance of this Agreement, a non-exclusive, non-transferable, license to use the HealthPay 24 solution (the “Platform”), for evaluation purposes only, for the Evaluation Term (as defined below). The scope of this Agreement and the License granted herein is also limited to use by Licensee of data that is not production or live data of patients or providers and for the period listed on the Web Form that HP24 provides (“Evaluation Term”).
2. RESTRICTED USE: The Platform is licensed for the limited use noted above and for the Evaluation Term. Access to the Platform will be disabled at the end of the Evaluation Term. Licensee agrees, HP 24 retains all exclusive right, title, interest and ownership in and to the Platform, and associated deliverables, software, components and related documentation and all derivative works, modifications, and extensions thereto, no matter by whom such is created as well as any patent, trademark or copyrights associated with the Platform, and associated deliverables, software and components and, all derivative works, modifications, and extensions thereto and its related documentation. Licensee may only use the Platform for its internal use and may not use the Platform, and associated deliverables, or software as part of a hosted, leased or subscription service for the benefit of any third party. Licensee will not copy, translate, modify, decompile, disassemble, reverse engineer or adapt Platform, except as specifically authorized under applicable law or by HP 24 in writing. All rights not specifically granted hereunder are reserved to HP 24.
3. WARRANTY: AS THE SERVICES ARE FOR EVALUATION PURPOSES ONLY, THERE ARE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, TO LICENSEE, ITS CUSTOMERS OR ANY OTHER PARTY, FOR SERVICES, DELIVERABLES, SOFTWARE, PROVIDED UNDER THIS AGREEMENT, AND ALL WARRANTIES ARE HEREBY DISCLAIMED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, OR AGAINST LATENT DEFECTS. THE SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS. HP 24 SPECIFICALLY DENIES ANY IMPLIED OR EXPRESS REPRESENTATION THAT THE ANY SERVICES WILL (a) BE FIT LICENSEE’S OR LICENSEE’S OR CUSTOMER’S REQUIREMENTS; (b) OPERATE IN COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE OR LICENSEE’S CUSTOMER; OR (c) OPERATE UNINTERRUPTED OR ERROR-FREE OR WILL PROVIDE. Platform are not fault-tolerant and are not designed, manufactured or intended for use or resale as in hazardous environments requiring fail-safe performance.
4. NO CONSEQUENTIAL DAMAGES: IN NO EVENT WILL HP 24 OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON LICENSEE’S CLAIMS OR THOSE OF ITS LICENSEES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OR FAILURE OF THE SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA OR LICENSEE DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS) ARISING OUT OF THIS AGREEMENT OR ANY BREACH OR FAILURE THEREOF, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH HP 24 OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED $100. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.
5. CONFIDENTIALITY: Licensee acknowledges that the Platform incorporates confidential and proprietary information developed or licensed by HP 24 and agrees to take all reasonable precautions necessary to safeguard the confidentiality of the Platform. Licensee shall not nor permit others to use the Platform beyond the scope permitted in this License nor disclose the Platform or associated software to any third party. The confidential information includes without limitation, source code, software, deliverables, object code, interfaces, APIs, and all components of the Platform.
6. TERM AND TERMINATION: HP 24 may terminate this License, immediately and without judicial or administrative resolution, at any time at its convenience. The provisions of Sections 2, 4, 5, 6, 7, 8 and 9 will survive the termination of this License. Upon any termination or expiration of this License or any license hereunder, (a) Licensee shall no longer be authorized to use or access the Platform and related documentation and (b) Licensee shall promptly return to HP 24 all documentation, in any form.
7. COMPLIANCE WITH LAWS: Licensee shall carry out the transactions contemplated hereby and shall otherwise deal with the Platform, in conformity with all applicable laws, rules, and regulations of all governmental authorities, including, without limitation, the Export Administration Act, and shall obtain all permits and licenses required in connection with the license, installation, or use of the Platform. The Platform may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The Licensee acknowledges and agrees that the none of the underlying information, Platform or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Licensee agrees to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Software or Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
8. DATA COLLECTION: HP 24 may collect and use but not distribute, technical information collected in the course of this trial for purposes of improving the Platform. HP 24 reserves the right to delete or destroy any or all such data periodically. LICENSEE WILL NOT USE ANY LIVE OR PRODUCTION DATA. Licensee will indemnify, defend and hold HP 24 harmless against any use by Licensee of any live or production data.
9. NO COMPETITIVE USE. You may not access the Platform if You are a competitor of HP24, except with HP24’s prior written consent. In addition, You may not access the Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
10. MISCELLANEOUS: All notices or approvals required or permitted under this License must be given in writing. Any waiver or modification of this License will not be effective unless executed in writing and signed by HP 24. This License will bind Licensee’s successors-in-interest. This License will be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, USA. If any provision of this License is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this License. Licensee shall not assign, delegate or otherwise transfer this License or any of its rights or obligations hereunder without HP 24’s prior approval. Neither party shall be responsible for delays or failures in performance resulting from acts reasonably beyond the control of that party. This License constitutes the complete and entire statement of all conditions and representations of the License between HP 24 and Licensee with respect to its subject matter and supersedes all prior writings, representations, warranties or understandings. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
HP24 Trial License v 1.2 (March 2019)