LICENSE GRANT
Subject to the terms of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software, in executable object code form only, for its internal business operations and solely for the intended medical purpose described in the accompanying Documentation. The license is limited to the specific number of users or devices for which Licensee has paid the applicable fees.

LICENSE RESTRICTIONS
Licensee agrees not to:

1. (a) Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software .

2. (b) Modify, translate, or create derivative works of the Software .

3. (c) Rent, lease, lend, sell, sublicense, or distribute the Software .

4. (d) Remove, alter, or obscure any proprietary notices or labels on the Software .

5. (e) Use the Software in any manner that violates applicable laws or regulations, including healthcare and data protection laws.

 

OWNERSHIP AND INTELLECTUAL PROPERTY
Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement grants Licensee no rights to any patents, copyrights, trade secrets, or trademarks, and all rights not expressly granted are reserved by Licensor .

CLINICAL USE DISCLAIMER AND PROFESSIONAL RESPONSIBILITY

1. (a) Assistive Tool: The Software is an assistive tool designed to support, but not replace, professional medical judgment. It does not provide diagnostic conclusions and its output must be reviewed and verified by a qualified healthcare provider prior to clinical use .

2. (b) Clinical Responsibility: Licensee, and the healthcare professionals using the Software, are solely and fully responsible for all diagnostic and treatment decisions, medical acts, and patient outcomes . Licensor does not assume any liability for clinical misinterpretation arising from reliance on the Software’s output .

3. (c) Compliance with Instructions for Use: Licensor shall not be liable for misuse, misdiagnosis, or any consequences arising from Licensee's failure to comply with the Software’s user manual or instructions for use .

 

DATA PRIVACY AND SECURITY

1. (a) Data Processing: Licensee acknowledges that use of the Software may involve the processing of Protected Health Information (PHI). The parties agree that a separate Business Associate Agreement (BAA), compliant with HIPAA and other applicable data protection laws, will govern the handling of PHI and is incorporated herein by reference .

2. (b) Data Ownership: Licensee retains all ownership of its patient data (“Licensee Data”). Licensee grants Licensor a limited right to access and use Licensee Data solely as necessary to provide the Software services .

3. (c) Data Transfer: Licensee is responsible for obtaining all requisite permissions and providing the appropriate level of notification to patients regarding the use and disclosure of PHI .

 

WARRANTY AND DISCLAIMER

1. (a) Limited Warranty: Licensor warrants that for the period of service term from the effective date, the Software will substantially perform in accordance with its Documentation. Licensor's sole liability for breach of this warranty shall be, at its option, to (i) repair or replace the Software, or (ii) refund the license fee paid .

2. (b) Disclaimer: EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR 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 SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE .

 

LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF REVENUE, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . LICENSOR’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE DURING THE [E.G., TWELVE (12)] MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY .

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INDEMNIFICATION
Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

1. (a) Licensee’s use or misuse of the Software .

2. (b) Any medical malpractice claim brought by a patient that names Licensor .

3. (c) Licensee’s failure to comply with applicable laws or regulations .

 

TERM AND TERMINATION

1. (a) Term: This Agreement commences on the Effective Date and continues until terminated as provided herein.

2. (b) Termination by Licensor: Licensor may terminate this Agreement immediately upon notice if Licensee (i) materially breaches this Agreement and fails to cure such breach within 10 days of written notice, or (ii) infringes Licensor’s intellectual property rights .

3. (c) Obligations upon Termination: Upon termination, Licensee shall promptly cease all use of the Software, delete all copies from its systems, and provide written certification of compliance .

 

ENTIRE AGREEMENT
This Agreement, together with any attached schedules, Business Associate Agreements, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings .
By using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.