AdvaPACS Terms of Service

Welcome to AdvaPACS!

AdvaPACS is a software-as-a-service application (hereafter the ‘Application’) provided by

AdvaHealth Solutions Pte. Ltd. (hereafter, ‘we’, ‘us’, ‘our’ or ‘AHS’).

Please read these terms of service (‘Terms’) carefully before you register for an account to use the Application (‘Account’). These Terms contain important information about your rights and obligations when you access and use the Application. By registering for an Account, you agree to be bound by these Terms which forms a legally binding contract between you and AHS.

Creating an Account:
1. You must satisfy either of the following conditions to be eligible to register for an Account:
  1. If you are entering into these Terms on behalf of an organisation, such as your employer, you must have the authority to bind such organisation and accept these Terms on their behalf.
  2. If you are an individual entering into these Terms for yourself, you must be at least the age of legal majority in your jurisdiction and capable under applicable law to accept these Terms.
2. By registering for an Account, you represent, warrant and undertake that all information which you provide to us is truthful, accurate, up-to-date and complete. Any failure to maintain accurate, up-to-date and complete information may result in:
  1. your inability to access and/or use the Account or the Application.
  2. the suspension or termination of your Account.
Subdomain
1. When you register for an Account, you will be asked to select a subdomain to access the Application. For example, if you have selected ‘myhospital’, you will access the Application via the subdomain ‘https://myhospital.advapacs.com’.
2. When selecting a subdomain:
  1. you cannot select a subdomain which someone else is already using.
  2. your subdomain must adhere to our Acceptable Use Policy (please see section 5 of these Terms).
3. We reserve the right to change or require you to change your subdomain at any time.
4. When your subdomain changes, all previous links to your previous subdomain may no longer work and you will need to, amongst other things, update the subdomain portion of out-of-date URLs.
Account Owner and Authorised Users
1. The initial user of the Account will be designated the ‘Account Owner’. The Account Owner may authorise one or more users (each an ‘Authorised User’ and with the Account Owner, collectively referred to as ‘Users’) to access and use the Application via the Account.
2. The Account Owner will be our point of contact if it is necessary to communicate on any issues with the Account or important information that needs to be communicated. The Account Owner may not be deleted or deactivated from the Account until the status of Account Owner is transferred to another Authorised User.
3. Your Account enables Users to access and use the Application in accordance with these Terms. Other than as stipulated in these Terms, you must not transfer or share the Account with anyone.
4. You are responsible for all activities which occur under your Account. User IDs and passwords may not be shared or used by more than one User. Each User is responsible for maintaining the confidentiality of their User ID and password.
Grant of Licence
Upon your successful registration of an Account and subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access the Application and use the tools and services that we provide from time to time via the Application.
User Restrictions
1. You shall not and shall ensure that all Users do not:
  1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Application in any way.
  2. modify, edit, copy, reproduce, create, attempt to derive the source code of, decrypt, interfere with, disrupt the integrity or the performance of, or make derivative works based upon the Application.
  3. reverse engineer or access the Application in order to including but not limited to (i) design or build a competitive product or service, (ii) design or build a product using similar ideas, features, functions or graphics of the Application, or (iii) copy any ideas, features, functions or graphics of the Application.
  4. rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party.
  5. delete, alter or obscure the copyright and other proprietary rights notices on the Application.
  6. violate any applicable laws, rules or regulations in connection with your access or use of the Application.
  7. conduct any sort of vulnerability scanning or probing of the Application or the tools and services which we provide via the Application or any other activity which is intended to disrupt or harm the operations of the Application (such as a Distributed Denial of Service (‘DDoS’) attack).
  8. launch an automated program or script or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the use the Application for any purpose for which it was not designed or intended.
  9. attempt to, or authorize or encourage any third party, to do any of the foregoing.
Using the Application
1. The Application is intended for use in hospitals, clinics or any other non-medical related environments to provide PACS (Picture Archiving and Communications System) for storing, indexing and retrieving medical imaging and other healthcare records and information (hereafter collectively referred to as ‘Records’).
2. You are responsible for ensuring that your use of the Application (including the storage, indexing and retrieval of Records on the Application) complies with all laws and regulations which apply to you.
3. The Application may include software, services, viewers, artificial intelligence tools, medical device technologies and other components provided by third parties (‘Third-Party Components’). Your use of Third-Party Components may be subject to additional terms, conditions and requirements made available by us or the applicable third party, and you agree to comply with them. Your use of Third-Party Components may be subject to additional terms, conditions and requirements made available by us or the applicable third party (“Third Party Terms and Conditions”), and you agree to comply with them. Such Third Party Terms and Conditions include, but are not limited to, those set out in Schedule A in respect of eUnity Software which is provided by Mach7 Technologies, and Schedule B in respect of MedDream Software which is provided by MedDream, UAB.
4. Where the Application includes any artificial intelligence or machine-learning-based feature (including any Third-Party Component of that nature), such features are provided as a decision-support tool only. They do not constitute medical advice, a diagnosis, or a substitute for the independent clinical judgment of a qualified healthcare professional, and all outputs must be independently reviewed and verified by a qualified healthcare professional before being relied upon for any clinical or patient-care purpose.
5. You acknowledge that the Application (and any Third-Party Components) may be subject to regulation as a medical device or health product in your jurisdiction. You shall use the Application only for its intended purpose as a PACS for storing, indexing and retrieving Records, and shall not use, modify or configure the Application in any manner that would alter its intended use or regulatory classification, or that falls outside any applicable regulatory clearance, registration or exemption. You are solely responsible for ensuring that your use of the Application complies with all applicable medical device, health product and healthcare regulatory requirements in your jurisdiction.
Data Protection Notice, Data Processing Agreement and Acceptable Use Policy
1. You shall and will ensure that all Users read and abide by our Data Protection Notice, Data Processing Agreement and Acceptable Use Policy, which form part of these Terms. By using the Application, you agree that we may use and process personal data in accordance with our Data Protection Notice and Data Processing Agreement.
Trial Period
1. When you first register for an Account, we may offer you use of the Application for a 14-day free trial period (the ‘Trial Period’) at our discretion.
2. During the Trial Period, you will be able to use the Application although the amount of data which you can upload and download on the Application will be limited.
3. Before the end of the Trial Period, we will send you an email to invite you to activate your Account and subscribe to the paid version of the Application. If you do not do so by the end of the Trial Period, we assume that you no longer wish to use the Application and we will suspend the Account at the end of the Trial Period. For a period of 7 days after that, only the Account Owner will be able to log in and activate the Account to subscribe for the paid version of the Application. If the Account is not activated at the end of the 7 days, we will terminate the Account and all Data in the Account will be permanently deleted.
Our Charges
1. Other than during the Trial Period, the Application is available on a month-to-month subscription and you pay for the same based on your usage of the tools and services which we provide through the Application. Presently, the Application does not have any plans / tiers or extras which you can buy.
2. Your usage of the Application will be calculated based on the following and our charges will therefore vary from month-to-month:
  1. Data Transfer – Out – This is any data that is sent from one of our cloud servers out to the internet to serve a request for you. This is measured in GiB which is defined as 1024³ bytes.
  2. New Studies – This is how many new studies which you upload to the Application in a month. A Study is defined as a unique Study Instance UID. If the Study has previously been uploaded in a previous billing period, it will not be counted again as long as the Study is still in the Application.
  3. Storage & Usage Costs – These are the costs that are directly attributable to you which is reported to us from our underlying cloud provider. This includes data storage costs and API request costs from the cloud provider.
3. We reserve the right to modify our pricing, billing methodology, usage metrics, chargeable services, subscription plans, minimum monthly charges and other fees applicable to the Application from time to time. Any such changes shall take effect no earlier than thirty (30) days after notice is provided to the Account Owner by email, through the Application, or by any other reasonable means. Continued use of the Application after the effective date of such changes shall constitute acceptance of the revised pricing.
4. Charges for the Application are calculated based on usage data recorded by the Application, our systems and/or our underlying cloud service providers. Such records shall be deemed accurate and conclusive unless the Customer demonstrates a manifest error in the applicable usage measurements.
Payment
1. All of our prices are in United States Dollars (‘USD’) and do not include goods and services tax.
2. You agree to make full payment of all charges incurred in connection with your use of the Application each month, together with any applicable goods and services tax in respect of such charges. We will issue a bill to you after the end of the monthly billing period (the “Billing Period“) which depends on when you activated the Account.
3. All amounts will be charged to the credit card or debit card which you have provided at the time of activating the Account. All payments will be processed by Stripe, our third party payment gateway, and no payment data is stored on the servers or website of AHS. In making such payment, you agree to and shall abide by the terms and conditions of Stripe, which are available at https://stripe.com/en-sg/ssa.
4. If you elect to pay in a supported currency, the USD amount will be converted to the supported currency of choice at the time billing and will be subject to prevailing exchange rates.
5. If your credit card or debit card is no longer valid or if, for any reason, a charge is rejected, you shall immediately update your payment information for the Account or provide us with new credit card or debit card details within 14 days of the initial charge which failed.
6. If the charge cannot be successfully completed after 14 days of the initial charge which failed, the Account will be set to read-only mode and Users will not be able to upload or download any data on the Application.
7. If the charge still cannot be successfully completed after twenty-eight (28) days from the initial failed payment attempt, the Account will be suspended and no functions will be available. During the suspension period, only the Account Owner may access the Account to update payment information. If payment has still not been successfully received within thirty (30) days after suspension, we may terminate the Account and permanently delete all data associated with the Account.
8. You authorise us and our payment processor to make multiple attempts to charge any outstanding amounts to your nominated payment method. We may continue such attempts until payment is successfully received or until the Account is suspended or terminated in accordance with these Terms.
9. Any credit card processing fees, payment gateway fees, foreign exchange conversion fees, bank charges, transaction fees or similar charges imposed by payment processors, financial institutions or card issuers in connection with your payment shall be borne by you and may be charged to your Account in addition to our fees and charges.
10. Any dispute relating to an invoice or charge must be notified to us in writing within thirty (30) days from the invoice date. If no dispute is raised within that period, the invoice shall be deemed accepted and final.
11. If any amount payable by you remains overdue, we reserve the right to recover from you all reasonable costs incurred in collecting the overdue amount, including administrative costs, debt collection agency fees, legal fees and court costs.
12. All amounts payable under these Terms shall be made in full without any set-off, counterclaim, deduction or withholding, save as required by law. If you are required by law to withhold or deduct any amount from a payment (including for tax), you shall pay us such additional amount as is necessary to ensure that we receive the full amount we would have received had no such withholding or deduction been required.
13. Without prejudice to our other rights under these Terms, any amount not paid by the due date shall accrue interest at the rate of 1% per month (or the maximum rate permitted by law, if lower), calculated daily from the due date until the date of actual payment.
Intellectual Property
1. Your Licence to Us. These Terms do not grant us any ownership rights in the Health Records and any other images, content and data which are or may be provided, uploaded, created, generated, submitted, distributed, posted and/or otherwise transferred through the Account by Users (the ‘Data’). However, you grant us a limited, revocable, non-exclusive, non-transferable license to access, transmit, receive, monitor, retrieve, store, maintain and use the Data in ways necessary to provide the Application and its tools and services to you.
2. Rights to Application. You acknowledge and agree that the Application and all intellectual property rights in the same (except for the Data) are, and shall remain, the property of AHS and its licensors. Furthermore, you acknowledge and agree that the source and object code of the Application and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary and confidential information of AHS and its licensors. You are not granted any intellectual property rights in and to the Application which are not expressly granted in these Terms and such rights are hereby reserved and retained by AHS and its licensors.
3. Trade Marks. You are not authorized to use AHS’s trade marks in any advertising, publicity or in any other commercial manner without the prior written consent of AHS, which may be withheld for any or no reason.
4. Third Party Claims. You acknowledge and agree that in the event of a third party claim against you that the Application or your use of the Application infringes any third party’s rights, you (and not AHS) will be responsible for the investigation, defence, settlement and discharge of any such claim. You will, however, promptly notify AHS in writing of such a claim.
Confidentiality
1. You shall keep confidential all information and materials about the Application, and all information of a secret, confidential or proprietary nature concerning our business or affairs which is not otherwise in the public domain that may come into your knowledge or possession as a result of communications between you and us or the performance of these Terms (the ‘Confidential Information‘).
2. In the event that we discover that you have made or make or intend to make or cause to be made any unauthorized disclosure of the Confidential Information, we will be entitled to take out an injunction against you to restrain you from making any such disclosure. In addition or in the alternative, as the case may be, we shall be entitled to exercise such legal and equitable remedies as are available in respect of your breach and to further protect the Confidential Information.
Disclaimer
1. We make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy of the Application. The Application and any information contained in or provided through the Application are provided on an ‘as is’ and ‘as available’ basis.
2. We do not represent or warrant that: (a) the use of the Application will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (b) the Application will meet your requirements or expectations; (c) the quality of, information or other materials obtained by you through the Application will meet your requirements or expectations; (d) any stored data will be accurate or reliable; (e) errors or defects in the Application will be corrected; or (f) the Application or our servers are free of viruses or other harmful components.
3. All conditions, representations, and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent.
4. Your use of and reliance upon the Application and any information contained in or provided through the Application is at your sole risk and discretion.
5. The Application may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications (including problems inherent to the mobile device you use). We are not responsible for any delays, delivery failures, damages, or losses resulting from such problems.
Limitation of Liability
1. To the fullest extent permissible under law, in no event shall AHS be liable to you or any third party for any direct, indirect, punitive, exemplary, incidental, special or consequential damages (whether in contract, tort, or otherwise) arising out of or in connection these Terms or your use of the Application, including, but not limited to, any loss of use, loss of data, business interruption, loss of income or profits, irrespective of whether AHS had advance notice of the possibility of any such damages.
2. Without limiting the generality of the foregoing, the maximum liability of AHS for any claim arising out of these Terms will not exceed the total amount paid or payable by you to AHS in the 12-month period immediately preceding the date on which the claim arose.
Indemnification
1. You agree to indemnify, defend, and hold harmless AHS, its officers, directors, employees, managers, shareholders, agents, representatives, subsidiaries, affiliates, suppliers, and licensors from, and against, any claims, proceedings, losses, expenses, damages and costs, including legal fees, arising out of or in connection with your: (a) access and use of the Application; (b) use of the Account and/or the Application other than in accordance with these Terms; (c) breach of these Terms; (d) violation of law; (e) negligence or willful misconduct; or (f) violation of the rights of a third party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity.
Modifications to, or Discontinuation of, the Application
1. We reserve the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently the Application or any part thereof, with or without notice. You agree that we will not be liable to you or any third-party for any modification, suspension or discontinuance of the Application or any portion thereof.
Account Closure
1. If you wish to terminate your Account, you will need to comply with our Account closure process as described in this section. This is designed to prevent accidental termination and loss of important data.
2. If you elect to close the Account:
  1. your Account will be suspended for a period of 30 days (during which a representative from AHS may contact you to verify the Account closure), and you will no longer be able to log in;
  2. you will receive your final bill at the end the Billing Period; and
  3. after the end of the 30-day suspension period, we will terminate the Account and all Data will be permanently deleted.
3. You may elect to reactivate the Account during the 30-day suspension period. If you choose to do so, you will be liable to pay the changes for the Account while it was suspended.
Termination for Breach
1. We may suspend your Account immediately, without prior notice, if you fail to comply with any of these Terms. In such event, the following will apply:
  1. you will receive your final bill at the end the Billing Period; and
  2. after the end of a 30-day suspension period, we will terminate the Account and all Data will be permanently deleted.
Transitional Services
If you wish to migrate your Data off our system before termination of the Account, we will, upon written request, provide reasonable assistance at your expense (on a time-and-materials basis) in migrating the data to a new service provider.
Miscellaneous
1. Relationship. The parties hereto are independent contractors. Nothing in these Terms shall operate to constitute a party an agent, partner, employee or representative of the other party. A party shall not hold itself out as such nor as having any power or authority to incur any obligation of any nature express or implied of the other party nor shall a party pledge the credit of the other party.
2. Entire Agreement. These Terms constitute the entire agreement between AHS and you with respect to the subject matter herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, related to that subject matter.
3. Rights of Third Parties. These Terms are not intended to benefit any third party, and do not create any third party beneficiaries. Accordingly, these Terms may only be invoked or enforced by AHS or you.
4. Nature of Terms. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, this will not affect the legality, validity and enforceability of any remaining provisions.
5. Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation in these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach of these Terms constitute a waiver of any subsequent breach.
6. Assignment. Neither party shall assign its rights or obligations under these Terms without prior written consent of the other party, provided that AHS may assign or transfer these Terms or any or all of its rights and obligations under these Terms without consent to an affiliate of AHS or to an acquirer of all or substantially all of AHS’s business, equity or assets.
7. Amendments. We may amend these Terms from time to time. Where a change is material, we will provide reasonable notice to the Account Owner by email, through the Application, or by any other reasonable means. Continued access to or use of the Application after the effective date of the amended Terms constitutes acceptance of the amended Terms.
8. Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms (other than an obligation to make payment) to the extent such failure or delay is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, governmental action, internet or telecommunications failures, or failures of third-party cloud infrastructure providers.
9. Survival. Sections 5 (User Restrictions), 9 (Our Charges), 10 (Payment), 11 (Intellectual Property), 12 (Confidentiality), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 20 (Miscellaneous), 21 (Governing Law and Jurisdiction) and 22 (Sanctions and Export Controls) shall survive the termination or expiry of your Account for any reason.
10. Notices. Any notice to be given by you under these Terms shall be given in writing to the email address or postal address we notify to you for this purpose. Any notice to be given by us under these Terms may be given by email, through the Application, or by any other reasonable means, and shall be deemed received on the day it is sent (or, if sent outside business hours, on the next business day).
11. Electronic Acceptance. You acknowledge and agree that your registration for an Account (including by clicking to accept, or by continuing to access or use the Application after being presented with these Terms) constitutes your electronic signature and acceptance of these Terms, and shall have the same legal effect as a signature in writing, to the extent permitted under the Electronic Transactions Act 2010 of Singapore (or the equivalent legislation of your jurisdiction).
Governing Law and Jurisdiction
1. These Terms shall be governed by Singapore law, without regard to excluding its conflicts of law principles. Any disputes, actions, claims or causes of action arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts of Singapore.
2. If any provision of these Terms is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms, and the remaining provisions of these Terms shall continue in full force and effect.
Sanctions and Export Controls
1. You represent and warrant that you are not: (a) located in, or ordinarily resident in, any country or territory that is the subject of comprehensive trade sanctions; or (b) identified on any restricted party, denied person, or sanctions list maintained by the government of Australia, Singapore, the United States, the United Kingdom, or the European Union.
2. You shall comply with all applicable export control and economic sanctions laws in connection with your access to and use of the Application, and shall not access or use the Application in violation of any such laws.
3. We may immediately suspend or terminate your Account, without liability to you, if we reasonably believe that your continued access to or use of the Application would violate any applicable export control or sanctions law, or if you become subject to any sanctions or restricted party list referred to in Section 22.1.

Schedule A

Third-Party Terms and Conditions – Mach7 Technologies (eUnity Software) End User Licence Agreement

The following Third-Party Terms and Conditions set out in this Schedule A comprise the Licensee License Agreement and shall apply to the eUnity Software provided by AHS and form part of the AdvaPACS Terms of Service.

The following terms in this Schedule A shall have the following meanings:

“Customer” means you;

“Fovia Medical” means Fovia Medical, Inc., a licensor of the proprietary software to Mach7;

“Licensee License Agreement” means this Mach7 Technologies (eUnity Software) End User License Agreement;

“Mach7” means Mach7 Technologies Inc.; and

“Reseller Agreement” means the Mach7 Technologies Reseller and License Agreement between Mach7 and AHS.

Mach7 Technologies (eUnity Software) End User Licence Agreement

License Grant for eUnity Software. Subject to payment of the applicable fees, Customer is granted a non-transferable, non-assignable, non-sub-licensable, non-exclusive, fully paid-up license to: (i) copy and use the software documentation, and (ii) use, execute and display the eUnity Software (in object code form only) for clinical and diagnostic purposes.
Restrictions and Prohibitions on Use of eUnity Software. The eUnity Software is provided under a license; not sold. Except for the rights expressly granted herein, there are no other licenses granted to Customer under this Licensee License Agreement, express or implied, and all other rights, title, and interest in and to the eUnity Software are reserved. Customer agrees that it shall use the eUnity Software only as permitted pursuant to this Licensee License Agreement, and shall not use the eUnity Software in any unlawful manner whatsoever and shall not use the eUnity Software on a timesharing, rental, or service bureau basis. Customer agrees that it shall not use the eUnity Software for application development purposes. Customer shall not modify, adapt, translate, reverse engineer, reproduce, decompile, create derivative works, enhance, copy or use the eUnity Software in a way that is illegal or violates the terms of this license. Customer agrees not to alter, remove, deface, cover or otherwise obscure any copyright, trademark, patent or other proprietary rights notices, and any other markings, in or otherwise associated with any copy of the eUnity Software, in order that the proprietary rights therein shall be protected. For greater certainty, Customer acknowledges and agrees that where the licensed version of the eUnity Software is intended for use in the diagnosis of diseases or other health conditions, or in the cure, mitigation, treatment, or prevention of diseases or health conditions, it can only be used in this way where a licensed and calibrated monitor is used. The eUnity Software is not a primary storage system. Network redundancy, manual workflows, back-up systems, and other risk mitigation are recommended and are the responsibility of the Customer to implement and manage.
IP. As between Mach7 and AHS, Mach7 owns all trademarks, trade names, logos, and other identifying symbols associated with the eUnity Software and all proprietary rights related to the eUnity Software, including copyright, patent rights and trade secrets (“Intellectual property rights”). Customer shall not acquire any right, title or interest in or to any such intellectual property rights. Customer shall not: (i) cause or permit reverse engineering, disassembly, de-compilation, or otherwise attempting to derive source code or underlying ideas, algorithms, structure, or organization of the eUnity Software, or Products; or (ii) modify, create any derivative work of, or make any copies of the eUnity Software.
Warranties. The eUnity Software will operate substantially in accordance with its documentation for a period of 90 days from the date of this Licensee License Agreement. The eUnity Software has been checked for computer viruses or other destructive code using a regularly updated software package which is recognized as compliant with industry standards and which is designed for such purpose. It is the Customer’s responsibility to ensure that eUnity Software is used with appropriate technology infrastructure including computer hardware and software and display hardware and further to ensure that image type and quality viewed using eUnity Software are suitable for their intended clinical application based on the regulations, applicable clinical, diagnostic, and health treatment or prevention best practices and/or their professional association’s guidelines pertaining to the anatomy and pathology being studied.
Remedies. Customer’s sole and exclusive remedies for default hereunder shall be to obtain the repair, replacement or correction of the defective eUnity Software to the extent warranted in Section 4 above or, if after a reasonable period of time following notice from Customer, during which period Mach7 shall keep Customer notified of the status of its efforts, Mach7 has been unable to repair, replace, or correct the defective eUnity Software, Mach7 may terminate the Licensee License Agreement with Customer.
Modifications. If Customer or its contractors modify, alter, or add to the eUnity Software, all warranties provided by Mach7 shall immediately cease and Mach7 shall have no liability or obligation whatsoever to Customer or any third party for the subsequent performance or condition of the eUnity Software.
Limitations of Liability. The Parties acknowledge that the following provisions reflect a fair allocation of risk:

Except as otherwise set forth in this Section, none of AHS or its affiliates, Mach7, or Fovia Medical, will be liable to the Customer or its affiliates for any amounts in excess of, in the aggregate, the fees paid by the Customer to AHS attributable to the eUnity Software during the twelve (12) month period immediately preceding the date on which the claim arose.

In no event shall AHS, Mach7, Fovia Medical or any of their respective affiliates be liable to the Customer for indirect, special, incidental, or consequential damages (including but not limited to lost profits, business interruption, and loss of data), whether based on contract, tort (including negligence), or any other legal theory, even if such party has been advised in advance of the possibility of such damages.

Notwithstanding anything in this Licensee License Agreement to the contrary, the limitations of liability in this Section shall not apply to:
1. damages arising from bodily injury or death caused by the gross negligence or intentional acts of the other party;
2. the Customer’s breach of the restrictions on use of the eUnity Software set out in Section 2, the intellectual property obligations set out in Section 3, or the confidentiality obligations set out in Section 11; or
3. the indemnity obligations under Section 8 below.
Indemnifications. The Customer shall indemnify and defend Mach7 and its directors, officers, employees, agents, and Affiliates and hold them harmless from and against any and all claims, liabilities, damages, fines, causes of action, losses, and expenses (including, without limitation, attorneys’ fees and expenses, expert witnesses’ fees and expenses, costs of investigation and settlement, and court costs) to the extent they are caused by the gross negligence or intentional misconduct by the Customer, any breach by the Customer of any representation, warranty, or guarantee of the Customer herein, any other injury or damage to a third party for which Mach7 is responsible due to the acts of the Customer, any misappropriation or alleged misappropriation of intellectual property of a third party by the Customer or by any claim that the Customer’s products, services, and documentation, on their own or in combination with the Products, infringe a patent, trademark, copyright, or any intellectual property rights of a third party (collectively, the “Action”). Mach7 shall promptly notify AHS, and AHS shall promptly notify the Customer in writing of any such Action and shall permit the Customer to exercise sole control over the defense and settlement of such Action provided, however, AHS or the Customer shall not settle any such Action without the prior written consent of Mach7, which shall not be unreasonably withheld or delayed.
U.S. Government Restricted Rights. The eUnity Software is commercial computer software that has been developed entirely at private expense, is a commercial item under federal acquisition regulations, and is in all respects the exclusive property of Mach7 and the owners of the third party software. The eUnity Software and any accompanying documentation are provided with RESTRICTED RIGHTS, and are marked accordingly. Use, possession, duplication, or disclosure of the eUnity Software by or to any federal, state, or local Governmental agency or department (of any description) is subject to the terms and conditions of this Licensee License Agreement, as well as FAR Section 12.212 (48 C.F.R. 12.212) Computer Software, FAR Section 52.227-19 (48 C.F.R. 52.227-19), Commercial Computer Software -Restricted Rights, and DOD FAR Supplement Section 227.72092 (48 C.F.R. 227.7202), if and as applicable. The Government may acquire greater rights only under a written addendum executed by Mach7 and Customer. The manufacturer of the eUnity Software is Mach7 Technologies Inc., 219 Labrador Drive, Suite 201 Waterloo ON N2K 4M8.
Third Party Beneficiary. Provisions stating that certain sections of the Licensee License Agreement are for the benefit of Mach7 and Fovia Medical and that, consequently, Mach7 and Fovia Medical are entitled to enforce this Licensee License Agreement. Further, a provision that provides that AHS and Customer agree that, if the doctrine of third party beneficiaries is not recognized in the jurisdiction of the Customer, notwithstanding Mach7 is not being party to the Licensee License Agreement and having no obligations under the Licensee License Agreement, AHS is a trustee of Mach7 for the limited purpose of holding in trust for Mach7 the covenants and rights in favor of, or seeking to protect the intellectual property of, Mach7, and accordingly, that AHS and Customer agree that Mach7 may enforce such rights and promises in its own right (without being required to add AHS as a party to any proceedings for such enforcement).
Confidential Information. Although copyrighted, the eUnity Software is unpublished and contains proprietary and confidential information of Mach7 and/or its licensors. Customer agrees to maintain the eUnity Software in confidence and shall protect the eUnity Software with at least the same degree of care with which it protects its own similar confidential information (but in no event less than reasonable care).
Termination. Mach7 and Fovia Medical may terminate this Licensee License Agreement immediately upon notice to the Customer in the event that the Customer materially breaches any term or obligation set forth herein.
No Additional Obligations. In no event shall the Licensee License Agreement impose any additional obligations on Mach7 which are not provided for in the Reseller Agreement.

Schedule B

Third-Party Terms and Conditions – MedDreamSoftware End User Licence Agreement

The following Third-Party Terms and Conditions set out in this Schedule B shall apply to the MedDream Software provided by MedDream, UAB and form part of the AdvaPACS Terms of Service.

The following terms in this Schedule B shall have the following meanings:

“Distributor” means AHS;

“EULA” means this End User License Agreement set out in this Schedule B;

“Licensee” means the Customer, being the end user of the Software;

“Licensor” means MedDream, UAB; and

“Software” means the MedDream software made available to the Licensee pursuant to this EULA.

End User License Agreement – EULA

General terms
1. The Licensor shall be MedDream, UAB (private limited liability company registered with the Register of Legal Persons of Republic of Lithuania under the legal person’s code 306968708 and having its registered office at K. Barsausko str. 59, Kaunas, Republic of Lithuania), the Licensee shall be the end user (a natural person, a legal person, an organizational entity which installs or uses any version of the Software.
2. The Licensor shall grant to the Licensee a paid non-exclusive, non-transferable, non-sublicensed right to use software program MedDream, (hereinafter “Software”) for intended use of Software (“License”).
3. Agreed Scope of the License means the contractually agreed number of Licenses and concurrent connections, integrations, installations, and other scope agreed by Licensor’s Distributor and Licensee by separate agreement as well as the range of functions specified in the Product Documentation.
4. The parties to this EULA are aware that the end user is not considered to be a consumer and no consumer protection regulations will apply to this EULA or the relations between Licensor and Licensee.
5. Additional terms and conditions for the usage of the Software by the Licensee can be established by Licensor’s Distributor with whom the Licensee may be required to sign a separate contract in order to be able to use the Software on agreed terms.
6. Any third-party software provided by the Licensor for joint use with the Licensor’s Software for the Licensee’s use shall be subject to such third party’s software licensing terms. Licensee acknowledge this.
7. This Software may include third-party libraries, each governed by its own license terms. Detailed information about these licenses and their requirements is provided in the LICENSE.txt file located in the root directory of the product folder.
8. The computer software, artwork, and other components developed by the Licensor and included in the Software are the copyrighted property of the Licensor. The Software is licensed (not sold) to the Licensee, and the Licensor owns all copyright, trade secret, patent, and other proprietary rights in its proprietary components of the Software. Third-party libraries included in the Software remain the property of their respective owners and are governed by their own licensing terms.
9. Licensee may not, unless otherwise agreed in a separate agreement with the Licensor or to the extent expressly permitted by third-party software licensing terms applicable solely to the portions of the Software governed by such terms:
  1. copy (other than once for back-up purposes);
  2. modify, distribute or prepare derivative works of the Software or the accompanying documentation;
  3. reverse engineer, decompile or disassemble the Software or the accompanying documentation;
  4. remove any proprietary notices, labels, or marks on the Software and accompanying documentation;
10. Modifications to the MedDream software by the Licensee as well as the removal of individual components and/or their separation shall not be permitted. Modifications and similar interventions (“together Interventions”) to the MedDream software by the Licensee shall be prohibited, in particular, since Licensor considers it its task to comply with all provisions of the Medical Device Regulation.
11. Any prohibited Intervention shall result in the immediate loss of any performance, liability and warranty claims to the extent such Intervention impedes or changes the obligations incumbent on Licensor. The burden of proof that the Intervention carried out by the Licensee does not constitute an impediment or change within the meaning of the foregoing sentence shall rest with the Licensee.
12. This license is not a sale. Title and copyrights to the software, accompanying documentation and any copy made by Licensee remain with Licensor.
13. Licensee confirms that he/she/it understands that by installing or using the Software Licensee agrees to the terms and conditions of this EULA and this creates a binding contract between Licensee and Licensor. If Licensee does not agree to these terms and conditions, he should immediately stop using the Software and delete it.
14. The Software contains confidential trade secret information belonging to Licensor, and Licensee may use the Software only pursuant to the license set forth herein.
15. Indications for use: MedDream is a software intended to be used as described in the user manual for the Software.
16. If the images and other information is shared via MedDream in the DICOMLibrary, the use of the DICOMLibrary is subject to acceptance and full compliance with its Terms of Us available at https://www.dicomlibrary.com/terms-of-service/.
17. The Software is provided for medical professionals and is provided for use in professional environments dedicated for medical purposes.
18. Software is certified as a medical device. Certificates available at https://www.meddream.com/company/#certifications.
19. Software cannot guarantee data received from modality is accurate. Moreover, Licensor cannot guarantee that the manual calibration and/or manual measurement which is performed by the users is done accurately.
20. Measurement values shown rounded to a certain number of decimal places.
21. A free trial demo license permits the non-commercial use of a software for evaluation, testing, or trial purpose only.
22. All property rights and copyrights to the Software product, to the printed accompanying materials, including but not limited to the user manual, and to all copies of the Software product shall belong to the Licensor. Licensee is not authorized to copy the printed materials accompanying the Software product without written agreement with Licensor.
23. The Licensee shall not be authorized to remove, modify, or change any of the Licensor’s copyright or brand notices as well as any other properties serving program identification. This includes without limitation all notices in physical and/or electronic media or in the documentation, in the setup assistant or in the dialogue fields “About” and/or any other notices present or activated online, in the program code or other embodiments that were originally contained in the software product or produced by the Licensor in any other manner.
Maintenance, update, upgrade
1. MedDream strongly recommends the conclusion of a software maintenance contract so that the Licensee can always use the most recent Update or Upgrade (if applicable) made available to him by Licensor or his distributor pursuant to the software maintenance agreement.
  
  Defect and bug fixes will only be implemented in the latest releases of the Software. The Licensee is entitled to update the Software to the newest release of the Software only if License update period is still valid. If a software maintenance agreement is not concluded and/or Licensee is using not using the latest Update or Upgrade available to him, the Licensee shall bear the resulting risk and Licensor shall not incur any liability.
2. Updates are updated versions of the respective version status and licensed range of functions of the software containing minor improvements – including structural improvements as well as corrections. The provision of updates requires an agreement on software maintenance.
3. Upgrades represent significant improvements which go beyond updates, as well as technical updates of the respective version status and licensed range of functions of the software. The provision of upgrades requires an agreement on software maintenance.
Demo version

In case the Licensee is trying out the Software product as a demo and/or evaluation/functionality testing version, the Licensee shall not be able to use the Software product for intended use after the end of such demo period, except if a paid license will be purchased by the Licensee from Licensor. For the purpose of usage of Software during the demo period it will be considered that the Licensor has granted the Licensee with a non-paid, non-exclusive, non-sublicensed and non-transferable license necessary to install, start and use. On expiry of the definite period of the permitted use of the Software, the Licensee shall uninstall or otherwise dispose of the Software effectively or renew / extend the aforesaid limited license for the subsequent available definite period or purchase the License for use the Software, if the Licensee tends to still use it without any limitations.
Commencement and end of the right of use

The provision for use shall begin upon license activation of the Software.
Hardware modification; Rights to copy
1. Hardware modifications may result in costs for a subsequent or regeneration for the Licensee.
2. Backup of the Software License refers to the process of creating a copy of the software license file for safekeeping in case the original license file is lost, damaged, or otherwise becomes unavailable. This ensures that the licensee has a backup copy of the Software License. The software license file can be backed up in the same package as all executable files or/and configurations, or if the all server instance is backed up. The Software License grants the right to have up to three license file backups, such as daily, weekly, and monthly backups. Unless otherwise set out in this EULA, the Licensee shall not be entitled to create any additional copies nor have such additional copies created, including printouts of the program code and photocopies of the instructions for use.
3. The Licensee by entering in this agreement agrees that Software sends statistical information about license via The Internet to Licensor.
Resale and transfer to third parties

The Licensee may resale, rent or transfer the rights of use acquired Software just with this EULA together with all obligations, provided that the new Licensee complies with all conditions imposed by the Licensor and with terms and conditions in written Contract between Licensor and Licensee.
Warranty
1. To the extent permitted by the applicable law, Licensee expressly acknowledges and agrees that use of the Software is at Licensee’s sole risk. The Software and any related documentation or materials are provided “AS IS” and without warranty of any kind. Licensor expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements, or that the operation of the software will be uninterrupted or error-free, or that defects in the Software will be corrected. Licensee assumes the entire risk as to the results and performance of the Software and Licensee (and not Licensor) assumes the entire cost of all servicing, repair and/or correction.
2. By approving this EULA the Licensee declares that it has read through the functionality or limitations of the Software and does not raise any objections thereto.
Reporting of incidents and personal data breaches
1. In the case of serious incident ((a) the death of a patient, user or other person, (b) the temporary or permanent serious deterioration of a patient’s, user’s or other person’s state of health, (c) a serious public health threat.) that has occurred in relation to the Software should be immediately reported to the Licensor (via email: support@meddream.com) and the competent authority of the Member State in which the user and/or patient is established.
2. In case of personal data breach (including but not limited to cybersecurity breach) please immediately (but not later than during 24 hours) inform medical software Licensor MedDream UAB by using below mentioned contacts: MedDream Data Protection Officer (contacts of Data Protection Officer are public available https://www.meddream.com/company/).
Audit and Liability
1. Licensee agrees that Licensor or his Distributor may audit Licensee’s use of the Software for compliance with the terms and conditions of this EULA at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by Licensee other than in full compliance with the terms of this EULA, Licensee shall reimburse Licensor for all reasonable expenses related to such audit in addition to any other liabilities Licensee may incur as a result of such non-compliance.
2. Under no circumstances including negligence, shall Licensor, or its directors, officers, employees or agents, be liable to Licensee for any incidental, indirect, special or consequential damages (including damages for loss of business profits, business interruption, lost data, loss of business information, and the like) arising out of the possession, use, or malfunction of the Software, including without limitation damage to property and, to the extent permitted by law, damages for personal injury, even if Licensor or a Licensor authorized representative has been advised of the possibility of such damages or loss.
3. Licensee agrees that the liability of Licensor arising out of any kind of legal claim (whether in contract, tort, or otherwise) will not exceed the amount Licensee originally paid for the use of the Software.
4. The Licensor shall not assume any risk and liabilities for any damage that results or may result from using the Software and its related materials by the Licensee in violation of its permitted use or any other terms and conditions of this EULA, as well as any damage that results or may result from erroneous diagnosis by Licensee and decisions made by Licensee in the diagnostic and therapeutic process, including those leading to death or bodily injury. The liability for this damage shall be solely assumed by the Licensee and shall also cover the liability to any third parties. The Licensee shall indemnify and hold the Licensor harmless against any possible claims to the aforesaid extent.
5. The Licensor shall not assume any liability for any damage that results from the use or failure to use the Software and its related materials that is beyond its control or exceeds the scope of its obligations towards the Licensee. The Licensee shall hold the Licensor harmless against any possible claims to the aforesaid extent.
6. The Licensor shall not be held liable for any damage caused by it, directly or indirectly, to the Licensee using the Software for Demo or/and Evaluation purposes (including the damage caused by interruptions to the services, loss of data, loss of profit).
7. No oral or written information or advice given by Licensor, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
8. The foregoing limitations on liability are intended to apply to all aspects of this EULA.
Licensee’s duty to exercise proper care, risk
1. The Licensee undertakes to take adequate precautions to prevent any unauthorized access by third parties to the Software and its documentation. In particular, the Licensee shall instruct its employees not to grant unauthorized third parties access to the Software.
2. The Licensee undertakes to care for the highest security standards and ensure cyber secure management in the highest professional manner.
3. The Licensee shall store the original data carriers supplied to it in a safe place protected from unauthorized access by third parties and shall expressly instruct its staff to comply with the existing licensing terms and copyright legislation. In particular, the Licensee shall instruct its employees not to produce any unauthorized copies of the Software, instructions for use and of the installation instructions.
4. Should any of the Licensee’s employees infringe the copyright or grant unauthorized third parties access to the Software, the Licensee undertakes to make every effort to contribute towards clarifying the violation, in particular to notify the Licensor of the relevant infringing act. Licensee should cover all damages and losses of Licensor.
5. The Licensee shall bear the risk of accidental perishing and / or loss, in particular in case the Software is stolen. In case of perishing and / or loss, this EULA shall end automatically. Without prejudice thereto, the Licensee may demand that the Licensor issues a new Software license and provides a new Software. In that case, the respectively valid license fees shall become due.
6. The infringement of the EULA or the use of the Software in violation of the EULA by the Licensee shall be deemed to be the termination of the EULA with immediate effect.
Obligation to delete

In case of termination of the EULA, the Licensee shall have the obligation to delete the Software and all copies Licensee is entitled to make pursuant to this EULA completely and irrevocably, in particular the Software on the computer and/or server.
Compliance with applicable laws and regulations
1. The Licensee has the obligation to comply with all applicable laws and regulations.
2. The Software or the use of the Software may be subject to normative restrictions or the obligation to obtain relevant permissions or to pay any fees and charges not pertaining to the EULA to authorities governing specific issues in the health industry or to other entities. Therefore, the Licensee states that prior to acquiring or using the Software, it shall obtain such permissions and its activity shall not violate any provisions of acts or customs of the country of its jurisdiction, and this also covers any possible restrictions in respect of the permitted use or the protection of personal and proprietary copyrights.
Telemetry and Statistical Data Collection
1. The Software may automatically collect and transmit certain non-personal, statistical, and technical information (“Telemetry Data”) to MedDream servers at regular intervals or upon specific events.
2. Telemetry Data may include, but is not limited to, information such as Software version, license identification, module activation status, configuration parameters, usage frequency, performance metrics, error logs, and anonymized interaction data (e.g., clicks, navigation, or general usage patterns).
3. The purpose of such data collection is to verify licensing compliance, ensure Software security and integrity, improve performance and stability, and enhance overall usability and user experience (UI/UX).
4. No patient, medical image, personal, or identifiable user data is collected, transmitted, or processed. All Telemetry Data is aggregated and anonymized prior to any analysis or storage by MedDream.
5. Opt-out: Collection of UI/UX telemetry data (related to anonymized user interface interactions) may be disabled at any time by contacting support@meddream.com for instructions.
  
  However, collection of essential licensing, security, and performance-related telemetry data cannot be disabled, as it is required to ensure Software integrity and compliance.
6. By installing or using the Software, the user acknowledges and agrees to the collection and processing of Telemetry Data as described above, in accordance with MedDream’s Privacy Policy.
Final provisions
1. All agreements involving changes, amendments or a concretization of these licensing terms and any special warranties and / or guarantees of a certain condition and arrangements shall be laid down in written form.
2. In the event that any one or several of the provisions of this EULA are or become invalid, the validity of the remainder of the EULA shall remain unaffected thereby. If any provisions of the EULA are deemed to be void, ineffective or unenforceable, the Licensor has the right to replace such provisions, if possible, with valid, effective, and enforceable alternative provisions, the wording of which shall correspond to the initial intent of the Parties, however the other Party shall have the right to raise the objection in writing. In case of any doubts about the construction of the provisions of the EULA, it is agreed that the construction that is coherent with the Parties’ intentions and is not illogical and against the nature of other provisions hereof shall apply.
3. This EULA is governed by the laws of the Republic of Lithuania without giving effect to principles of conflict of laws.
4. Any dispute, disagreement or claim arising out of this EULA or related thereto, its violation, termination or validity shall be finally resolved by arbitration at the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The Arbitral Tribunal shall consist of one arbitrator. Should the Parties involved in the dispute fail to appoint an arbitrator, the arbitrator shall be appointed by the chairperson of the Vilnius Court of Commercial Arbitration. The arbitration hearings shall be held in Vilnius. The language of arbitration proceedings shall be English.
Confirmation of receipt of information

The Licensee is aware of the use of the present licensing terms by the Licensor. It had a reasonable opportunity to become familiar with the contents of the EULA.