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End User License Agreement

RamSoft End User License Agreement

This License and Subscription Agreement ("Agreement") is a legal Agreement between the Customer, (either an individual or a legal entity) (hereinafter also referred to as "Licensee", "you", and "your", as context requires) and RamSoft Inc, an Ontario corporation having its principal place of business at 700-60 Adelaide St E, Toronto, ON M5C 3E4, CANADA and, where applicable, its affiliates, Value Added Resellers and licensors (collectively referred to herein as "RamSoft") for the software indicated below ("Software") and associated documentation ("Documentation"). BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN YOUR USE OF THE SOFTWARE. If you do not agree to the terms and conditions of this Agreement or you do not submit full payment for your software license within thirty (30) days of receipt of the invoice, then your software may automatically shut down, until re-enabled by RamSoft.

RamSoft hereby grants to you a personal, limited, non-exclusive, non-sublicensable, nontransferable, non-assignable license to use the Software, in machine executable object code form, and any related Documentation as follows:

1. TERM​

a) In exchange for payment of the initial License fee, you may install and use the Software on one server or on a related farm of servers connected to the same database. THE SOFTWARE CONTAINS WARNING SCREENS THAT APPEAR AFTER THE LICENSE OR SUBSCRIPTION PERIOD EXPIRES. YOU MUST NOT TAMPER WITH THE WARNING MECHANISM OR THE SOFTWARE. Upon receipt of software maintenance subscription payments or upon receipt of a subscription waiver, RamSoft shall renew your License. During your initial subscription term and following subscription periods, these warning screens will not appear. You can still use the software without subscribing to maintenance. RamSoft does not have any responsibility to provide updates or any support if you do not renew your maintenance subscription. It is RamSoft's sole discretion to determine how long a particular version of software will be supported as per the RamSoft Service Level Agreement, which may be amended from time to time. At RamSoft's option, RamSoft may terminate your license for failure to pay the required license fee. RamSoft will make every effort to support software for a minimum period of up to twenty-four (24) months following roll out. In the event that RamSoft determines that support of a software version is no longer reasonable, RamSoft will provide sixty (60) days advance notice to you of the date when a software version will no longer be supported. You will be afforded the opportunity to upgrade to a supported version or to discontinue usage.

b) PowerServer PACS, PowerServer Lite, PowerServer RIS/PACS, and PowerServer Tele Plus are licensed based on an annual study volume. A study is defined as any combination of images and documents that is grouped under a unique study accession number in our Database. The license count is validated on a daily basis, by counting all study records with Study Date within 1 year of the current date. This means that any study performed within the last year of the current date will be counted towards the license. Factors such as the date of when a study enters the RamSoft system as well as the means the study enters the system (ie. DICOM, HL7, Import, Migration) do not affect the counting mechanism. Only the date the study was performed is relevant. You will be responsible for additional Excess Studies charges if your PowerServer manages more studies than it is licensed for.

PowerServer RIS/PACS: Studies with Status of cancelled are excluded from the license count.

Software version 5.0 and newer: Studies that are empty and do not contain a series are excluded from the license count. A series is created if any images or documents are added to the study.

c) PowerServer Tele Lite licenses are issued based on the volume of studies stored in the database. PowerServer Tele Lite software is intended only for temporary storage of data. Once the licensed number of studies has been reached, studies will be purged from the database on a First In, First Out basis.

d) Gateway and PowerCache licenses are issued on a per computer basis. Gateway and PowerCache software may only be used on one computer at one time.

e) A trial period may be available to use the software and verify its functionality. THE SOFTWARE CONTAINS A DISABLING MECHANISM AFTER THE TRIAL LICENSE EXPIRES. YOU MUST NOT TAMPER WITH THE DISABLING MECHANISM OR THE SOFTWARE. Any warranties provided herein DO NOT apply during any trial period.

2. LICENSE RESTRICTIONS​

a) All rights not expressly granted are reserved.

b) You may not: (i) permit other individuals or entities to use or have access to the Software except as otherwise set forth under the terms of this Agreement; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) the Software, in whole or in part, or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation; (iv) rent, lease, lend, assign, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation. Any such forbidden use shall immediately terminate your license to the Software and Documentation.

c) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws, regulations and the like in the jurisdictions in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning medical uses, copyright and other intellectual property rights.

d) The Software or the use of the Software may be subject to legal or regulatory provisions related to products used in the healthcare Industry. Prior to using the Software, it is your responsibility to ensure that your use of the Software will not violate any legal or regulatory provisions.

e) The use of the Software is intended only for use with properly authorized content. Content files, including, but not limited to images, which are viewed using the Software, may be protected by copyright laws, privacy laws such as the United States HIPAA, or other laws of any jurisdiction and are used at your own risk.

3. UPDATES / UPGRADES​

You agree and understand that although RamSoft takes steps to prevent errors, the Software may contain errors affecting proper operation. RamSoft reserves the right at any time to, but is not obligated to, provide Updates to the Software. "Update" shall mean a change to the Software and/or Products designed to correct defects, but does not materially change functionality.

"Upgrade" shall mean a change to the Software that adds functionality or otherwise implements substantial additional capability. RamSoft reserves the right at any time to, but is not obligated to, provide Upgrades to the Software. You agree that RamSoft shall have the sole authority to determine which Upgrades are included in your license subscription and which updates are considered separate Products.

If any such Updates or Upgrades are provided to you by RamSoft, such Updates and Upgrades will be considered a part of the Software and subject to the terms and conditions of this Agreement.

4. TITLE​

Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in RamSoft. The Software is protected by the copyright laws of Canada and by international copyright treaties. Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of RamSoft. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of RamSoft. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with RamSoft.

Title, ownership rights and intellectual property rights in and to any content used with the Software shall be retained by the applicable content owner and may be protected by applicable copyright or other law. RamSoft also retains all right, title, and interest in and to the trademarks, trade names, logos, and icons (collectively "Marks") used in or identifying the Software or its features and you may not use such Marks without the prior written permission of RamSoft.

Without limiting the foregoing: (i) RamSoft® is a registered trademark of RamSoft Inc (ii) PowerReader™, PowerServer™, Gateway™, and PowerCache™ are trademarks of RamSoft Inc.

5. THIRD-PARTY SOFTWARE LICENSES​

RamSoft uses a modified version of FreeadhocUDF which is provided under the LGPL V3 (http://www.gnu.org/licenses/lgpl-3.0.html). Source code to our modified library is available from http://software.ramsoft.com/dist/freeadhocudf.zip.

6. LIMITED WARRANTY AND LIMITATION OF LIABILITY​

RamSoft warrants that the Software will, during your initial License term and following subscription periods, (i) be free of defects in materials and workmanship under normal use; and (ii) substantially conform to the supplied Documentation. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy and the entire liability of RamSoft under this limited warranty will be, at RamSoft's option (subject to section 3 above), repair or replacement of the Software. In no event does RamSoft warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. This warranty does not apply if the software (a) has been altered, except by RamSoft, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by RamSoft, or (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident.

DISCLAIMER: EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL RAMSOFT BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT, LOST DATA, SERVICE INTERRUPTION, OR OTHER LOSS, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF RAMSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall RamSoft's liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN SUCH STATES, THE AFOREMENTIONED LIMITATIONS MAY NOT APPLY TO YOU.

7. INDEMNIFICATION​

The Software is not intended to replace the skill and judgment of a qualified medical practitioner and should only be used by people that have been appropriately trained in the Software's functions, capabilities and limitations. For example, and without limitation, various functions of the Software, including Multi-Planar Reconstruction, are intended for use only as an adjunct to two-dimensional medical image display techniques. THE RISK OF USE BY END USERS WILL BELONG TO THE END USER AND SHALL NOT REST WITH LICENSEE.

8. TERMINATION​

This Agreement will automatically terminate at the end of the license or subscription period or if you fail to comply with any term hereof including failure to make any required payment when due. No notice shall be required from RamSoft to effect such termination. You may also terminate this Agreement at any time by notifying RamSoft in writing of termination. Without prejudice to any other rights, upon any termination of this Agreement, you shall immediately discontinue use of the Software and Documentation and shall within seven (7) days certify destruction of, all full or partial copies of the Software, Documentation and related materials.

9. MISCELLANEOUS​

This Agreement shall constitute the complete and exclusive Agreement between the Parties regarding the subject matter herein, notwithstanding any variance with any other written instrument submitted by you, whether formally rejected by RamSoft or not. The terms and conditions contained in this Agreement may not be modified except in a writing duly signed by you and an authorized representative of RamSoft. This Agreement is personal to you, and may not be assigned without RamSoft's express written consent. If any of the terms or conditions of this Agreement are held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render unenforceable or invalid the entire Agreement. Instead, such term or condition shall be construed and enforced to the extent practicable and lawful as if it has been more narrowly drawn so as not to be invalid or unenforceable, or otherwise shall be severed from the other provisions of this Agreement and the remaining provisions of this Agreement shall remain in effect and be enforceable in accordance with their terms. The parties specifically acknowledge and agree that this Agreement be drafted and fully enforceable as written in the English language. This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the courts sitting in Toronto, Canada. Your remedies in this Agreement are exclusive. You expressly agree that any claim alleged by you must be brought within one year of the date the cause of action arose or be forever waived. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate RamSoft's intellectual property rights, or may cause continuing or irreparable harm to RamSoft (including, but not limited to, any breach that may impact RamSoft's intellectual property rights, or a breach by reverse engineering), RamSoft may seek injunctive relief, in addition to any other appropriate relief, in any court of competent jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.