These MediScan Ai, Inc. License and Terms and Conditions (this “Agreement”) are entered into by and between you (“Partner,” “Licensee” or “You”) and MediScan Ai, Inc., a Delaware corporation (“MediScan AI,” “Company,” “We,” or “Us”). By clicking “I Accept” below, you agree to these Terms and Conditions, and these Terms and Conditions are effective as of the date of your acceptance:
1.1 “Confidential Information” means any data, marketing, strategic, technical or financial business information, design, process, procedure, formula, methodology, or improvement of yours or ours that is not generally known in the industry or any other information of yours or ours that is identified as confidential or proprietary or reasonably appears to be confidential or proprietary. Confidential Information does not include: (1) information that was in the public domain at the time it was disclosed, or which becomes public domain property through no fault of the receiving party; (2) information that was rightfully in the receiving party’s possession without restriction prior to disclosure; (3) information that was rightfully disclosed to the receiving party by a third party without restriction; or (4) information that was independently developed by employees and/or contractors of the receiving party who did not have access to and without use of or reference to the disclosing party’s Confidential Information.
1.2 “Documentation” means the written or online instructions, help information, and other written reference materials related to the MediScan AI Technology that has been provided, or that we may provide, to you from time to time.
1.3 “MediScan AI Technology” means the Software, and the Services set forth on Exhibit A hereof.
1.4 “Services” means the Services (as defined and described in the recitals above) we provide to you under this Agreement. Unless explicitly stated otherwise, any new features that augment or enhance the current Services developed or implemented by us after the Effective Date shall be subject to this Agreement and included within the definition of “Services” as used herein.
1.5 “Services” means the services provided by the Company hereunder in connection with your use of the MediScan AI Technology.
1.6 “Software” means our proprietary medical records scanning and analysis, and med-legal workflow software we provide to you through internet access, including, without limitation, any Documentation, in any and all versions which we may at our discretion provide, unless such subsequent version(s) are governed by a different license agreement.
1.7 “Updates and Upgrades” means any new version, update, upgrades, advancements, modifications, improvements or other enhancements (other than major enhancements or changes in functionality that would reasonably qualify as a new version of the MediScan AI Technology, as determined in our sole discretion) to the version of the MediScan AI Technology covered by this Agreement that we, in our sole discretion, may choose to provide at any time.
1.8 “User” means any employee or agent of yours who is permitted to access and/or use the MediScan AI Technology on your behalf pursuant to this Agreement.
2.1 License Grant to Software. Subject to the terms and conditions of this Agreement, we grant to you and each of your Users a worldwide, revocable, nonexclusive, nontransferable, nonassignable, limited license to access and use the Software in conjunction with the Services during the Term, as contemplated in this Agreement. We reserve all rights in and to the Software that we do not expressly grant to you under this Agreement.
2.2 Feedback. We welcome and encourage your feedback, comments, and suggestions for improvements to the MediScan AI Technology and the Services (collectively, “Feedback”). All Feedback will automatically become the exclusive property and Confidential Information of MediScan AI when such Feedback is delivered from you to us in any form (whether written, unwritten, electronic, or otherwise).
2.3 Restrictions on Use. You will use, and will ensure that Users use, the MediScan Technology AI and the Services for lawful purposes only in accordance with and subject to the limitations set forth in this Agreement. You may not, and you will ensure that Users do not: (i) resell, sublicense, or make any other commercial use of the MediScan AI Technology, other than as contemplated by this Agreement; (ii) modify, reverse engineer, hack, translate, decompile, disassemble, or create derivative works of the MediScan AI Technology; or (iii) use the MediScan AI Technology or the Services for the purpose of building a similar or competitive product or service.
2.4 Maintenance and Support. We may, in our sole discretion (but are under no obligation to), provide Updates and Upgrades to the MediScan AI Technology and the Services during the Term. If we choose to provide Updates and Upgrades to the MediScan AI Technology or Services, we may do so in our sole discretion, and such Updates and Upgrades may only be made available to you at an additional cost, which will be communicated to you before you incur any such additional costs. We will provide reasonable support at no additional cost for installing and launching the MediScan Technology AI, as well as troubleshooting any issues that arise.
2.5 Inputs and Outputs. You understand, acknowledge and agree that the MediScan Technology incorporates and makes use of generative artificial intelligence and large language models. Any inputs you make into the MediScan AI Technology will remain your property, and other than any limited license grants contained herein, we shall not gain ownership of your inputs into the MediScan Technology. Additionally, any outputs of the MediScan AI Technology shall be your property, so long as the applicable fees set forth on Exhibit A and in any invoices have been paid (unless otherwise disputed in good faith). You further understand, acknowledge, and agree, that the MediScan AI Technology may use the inputs made into the MediScan AI Technology and the outputs given by the Mediscan AI Technology in order to improve upon its performance.
2.6 Services Support and Uptime. We will use commercially reasonable efforts to provide you with the Services in accordance with the Service Level Terms attached hereto as Exhibit B.
2.7 Data Security and Data Privacy. Additional data security and data privacy terms and conditions are set forth on Exhibit C.
3.1 Payment. For access to the Services, you will pay us the fees set forth on Exhibit A. Your credit card on file with us will be billed for the Services on the first day of each month during the term of this Agreement. We reserve the right to update our fees on Exhibit A at our discretion, but no more frequently than once per year. If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the charges occurred in which the error or problem appeared, in order to receive an adjustment or credit. In the event you exceed the amount of Services agreed to between you and us on Exhibit A, any overage amount will be added to, and charged on, the bill for the next month following the month in which the overage occurred.
4.1 Termination; Effect of Termination. Either of us may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other, provided, however, that you may terminate this Agreement immediately upon written notice to us if we are found to be in violation of applicable laws in connection with our provision of the Services to you, and provided, further, that we may suspend your access to the Services if you are found to be in violation of applicable laws by your access to, or use of, the Services (an “Account Suspension”). Upon any termination of this Agreement (by either of us, for any reason), (i) the rights and licenses granted to you (including to your Users) under this Agreement will automatically terminate; (ii) you (including all your Users) will cease to use the Services and the Software; (iii) we may destroy or otherwise erase all User information subject to this Agreement; and (iv) upon your request, and only as applicable, we will certify to you that all User information subject to this Agreement has been removed from our equipment or has otherwise been destroyed. In the event of any Account Suspension, you will retain access to your data that is held by the Company for the first sixty (60) days of such Account Suspension. If any Account Suspension lasts more than sixty (60) consecutive days, the Company may, in its sole discretion and without prior notice to you, delete any or all of your data that is held by the Company on or after the sixtieth (60th) consecutive day of Account Suspension.
4.2 Survival. Articles 1, 4, 5, 7, and 9, and Sections 2.3 and 6.2, will survive any expiration or termination of this Agreement.
5.1 Ownership. Your rights (and all Users’ rights) in and to the Software and the MediScan AI Technology are solely as set forth in Article 2, and do not include any rights of ownership. You agree that we own and retain all right, title and interest (including, but not limited to, ideas, know-how, copyright, patent, trademark, trade secret and other intellectual property rights of any type or nature) to the Software and the MediScan AI Technology, including any and all Updates and Upgrades, modifications, enhancements, derivative works and other alterations by us, by you, or by any other person or entity. By signing this Agreement, you irrevocably assign to us all rights, titles and interests you may claim in or to any modifications to the Software and the MediScan AI Technology that you develop or assist us in developing.
5.2 Intellectual Property Rights. The Software, the structure, organization and code embodied in the Software are MediScan AI’s valuable and confidential trade secrets, and are protected by intellectual property laws and treaties. You agree to take all reasonable measures to protect MediScan AI’s intellectual property rights and to abide by all applicable laws. You will not, and you will ensure that your Users do not, remove, alter, or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Software or any related materials.
5.3 Confidentiality. We each acknowledge that we may have access to Confidential Information and trade secrets of each other during the Term. During the Term and at any other time after the Term, neither of us shall, directly or indirectly, disclose or use any of the information of the other, including each of our respective Confidential Information and the terms of this Agreement, except as described herein or as may be necessary to fulfill each of our respective obligations hereunder, or as required by law. In an effort to further protect your Confidential Information, we each agree to work together to ensure that MediScan AI is provided with access to only the minimum amount of your Confidential Information required for us to provide the Services during the Term.
5.4 Aggregated Data and Statistics. Notwithstanding anything herein to the contrary, Mediscan AI shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (“Aggregated Data”), and MediScan AI shall be free during and after the Term of this Agreement to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings of MediScan AI; provided, that MediScan AI may use the data solely in anonymous and aggregated form so as to not identify You, your Users, products or services.
5.5 Remedies. We each acknowledge and agree that damages will be an inadequate remedy if one of us violates this Article 5. Accordingly, we shall each have the right, in addition to any other rights either of us may have, to obtain in any court of competent jurisdiction, temporary, preliminary and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce this Article 5.
6.1 DISCLAIMER. WE EACH AGREE THAT THE MEDISCAN AI TECHNOLOGY IS STILL IN AN INTRODUCTORY STAGE. WE EACH ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MEDISCAN AI HAS MADE NO REPRESENTATIONS OR WARRANTIES REGARDING THE MEDISCAN AI TECHNOLOGY THAT ARE NOT EXPRESSLY PROVIDED IN THIS AGREEMENT, AND MEDISCAN AI EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF TITLE. FURTHER, YOU UNDERSTAND AND ACKNOWLEDGE THAT THE MEDISCAN AI TECHNOLOGY MAKES USE OF ARTIFICIAL INTELLIGENCE AND LARGE LANGUAGE LEARNING. AS A RESULT, THE RESULTS OR OTHER OUTPUTS OF THE MEDISCAN AI TECHNOLOGY, MAY BE FALSE OR OTHERWISE INCORRECT OR INACCURATE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE AWARE OF, AND UNDERSTAND THESE RISKS, AND YOU USE THE MEDISCAN AI TECHNOLOGY AT YOUR OWN RISK. MEDISCAN AI HIGHLY ENCOURAGES HUMAN REVIEW OF THE RESULTS OR OTHER OUTPUTS OF THE MEDISCAN AI TECHNOLOGY FOR ACCURACY.
6.2 LIMITATION OF LIABILITY. Except in the case of fraud, willful or criminal misconduct, and each of our respective confidentiality and indemnification obligations: (a) neither of us shall be liable for any claim of any kind, for any loss or damage arising from this Agreement, or the performance or breach thereof, or from the access or use of the MediScan AI Technology or Services, in excess of the aggregate dollar value of fees you have paid to us under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim; and (b) IN NO EVENT SHALL EITHER OF US BE LIABLE FOR PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER. Any action brought by either of us against the other for breach of this Agreement must be commenced by the non-breaching party within one (1) year after such non-breaching party’s cause of action has accrued.
7.1 Indemnification by Us. We will defend, indemnify and hold you and your affiliates and representatives harmless from and against any and all actions, claims, liabilities, damages, losses and expenses (collectively, including reasonable attorneys’ fees and costs, whether a lawsuit is instituted or not, and if a lawsuit is instituted, at all levels) arising in connection with or resulting from our breach of any of our representations, warranties, covenants, obligations, agreements or duties under this Agreement.
7.2 Indemnification by You. You will defend, indemnify and hold us and our affiliates and representatives harmless from and against any and all actions, claims, liabilities, damages, losses and expenses (collectively, including reasonable attorneys’ fees and costs, whether a lawsuit is instituted or not, and if a lawsuit is instituted, at all levels) arising in connection with or resulting from (i) your or any of your Users’ breach of any of your representations, warranties, covenants, obligations, agreements or duties under this Agreement; or (ii) any act, error, or omission of you or any of your Users.
7.3 Indemnification Procedures. We will each follow the following indemnification procedures: (i) the party being indemnified will provide the indemnifying party with prompt notice of any claim for which indemnification is sought, except that an indemnified party’s failure to provide such notice will not excuse the indemnifying party’s obligations to provide indemnification under this Article 7; (ii) the party being indemnified will allow the indemnifying party to assume and control the defense of such claim, with counsel chosen by the indemnifying party (who will be reasonably acceptable to the party being indemnified); (iii) the indemnifying party will not enter into any settlement or compromise of any such claim without the prior written consent of the party being indemnified, which consent will not be unreasonably withheld; and (iv) whether or not you or we have insurance, the indemnifying party’s obligations under this Article 7 will not change.
8.1 Your Rights. During the Term, and at your option, you may reference your engagement with us, and your use of the Services and/or MediScan AI Technology in your marketing materials (including, without limitation, your website and social media pages) or for other general business purposes during the Term. In furtherance thereof, we hereby grant to you a revocable, non-exclusive, non-assignable, worldwide, royalty free, fully paid, right and license to use our name, logo, trademarks or trade name in connection with such promotion and use during the Term. Any use of MediScan AI’s trademarks shall be made in compliance with MediScan AI’s written trademark policies, which will be provided to you in advance of your use of MediScan AI’s marks.
This Agreement, together with the attached cover page, embodies the entire understanding of each of us and supersedes all previous communications, representations or understandings, either oral or written, between us relating to the subject matter of this Agreement. The relationship between you and us is that of an independent contractor, and nothing in this Agreement is intended or should be construed to create a partnership, agency, joint venture, or employment relationship. Neither of us will assign or transfer this Agreement or any of our respective obligations under this Agreement without the prior written consent of the other; provided, however, that MediScan AI may assign this Agreement without your consent as part of the acquisition of all or substantially all of MediScan AI’s assets or equity interests, by merger or otherwise. This Agreement may not be amended unless such amendment is made in writing and signed by each of us. The provisions of this Agreement are severable, and in the event that any provision of this Agreement is determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions of this Agreement. No failure or delay by either of us in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, nor will any single or partial exercise of a right, power or privilege preclude any other or future exercise of such right, power or privilege or the exercise of any other right, power or privilege under this Agreement. This Agreement will be interpreted and construed in accordance with the laws of the State of Washington, without application of any principles of choice of laws.
