CryptoChart Client and Hosted Server, Viewer Software Terms & Conditions

This Customer Agreement ("Agreement") is made effective, as of the date set forth below ("Effective Date"), between having its principal place of business at ("Customer") and NOVARAD CORPORATION, a Utah corporation, having its principal place of business at 752 E. 1180 S., Ste. 200, American Fork, UT 84003 ("Novarad"). Customer and Novarad will collectively be referred to as the (“Parties”) in this Agreement.


 

  1. Hardware. Novarad hereby assigns to Customer, for the term of the Agreement, the hardware set forth on the Sales Order/Invoice (the "System Hardware").
  2. Terms and Conditions:
    • Novarad offers terms based on the sales agreement.
    • The Novarad CryptoChart Client uses Novarad’s CryptoChart technology and is provided as an executable file to be downloaded on a workstation or machine inside the facility.
    • The client can be loaded onto different machines as needed
    • If the client ceases to function, Customer will contact Novarad Support. If Novarad determines the problem is due to customer-owned hardware or customer network problems there may be additional charges to assist in resolving the issues. Any additional charges would be clearly communicated in advance.
    • Novarad does not warranty any of the computer equipment used for the Client since it is wholly owned by the customer.
    • Novarad does not warranty the printer used for the Client since it is wholly owned by the customer.
    • If the printer ceases to function, it is wholly the responsibility of the Customer. If there needs to be a change to the printer the customer will contact Novarad Support.
    • CryptoChart Client is designed to be secure and deter brute force attacks. It is Customer’s responsibility to maintain the system on a secure network. If CryptoChart is exposed to a firewall breach at Customer’s facility, Novarad is indemnified from any damage to the site or patients that may be incurred.
    • CryptoChart is not currently supported by Apple’s IOS. If for any reason Apple changes the IOS that allows this to be supported, Customer agrees to hold Novarad harmless while a solution is being created.
    • Customer outages related to Novarad Software are limited to a maximum of $10 per day for damages.

 

  1. Temporary Data Storage.
    • Data on the host is stored for up to one year unless agreed upon in writing
    • Data will be destroyed after contract termination.
  2. Support and Maintenance.
    • Novarad shall maintain a staff of trained personnel to answer telephone calls from Customer concerning the System(s) during the term of this Agreement. Such support shall be available during normal business hours weekdays from 8:00am to 5:00pm.
    • Novarad support personnel shall at all times have the ability to remotely access the System(s) via a high-speed Internet link using Novarad remote control of choice (currently Bomgar Remote Support). Customer would be involved in any remote access of the Client machine. Customer is solely responsible for the installation and all costs associated with its Internet connection and service provider.
    • If Customer’s Novarad System issue is a result of Customer’s network, Customer’s action, or activities of third-party supplier, Novarad fees may apply.
  3. System Fees. Customer shall be billed by Novarad per contractual agreements.
    • Delivery charges; and
    • Applicable sales, use, personal property, excise or similar taxes related to Customer’s use of the Service or the Equipment used in connection therewith.
    • If payment is not received for any reason, system will be suspended after thirty (30) days. Payment in full must be received and processed to resume license.
    • In addition, Customer shall be responsible for the following fees, charges and taxes, where applicable (collectively and together with all fees herein this Agreement, the “Fee” or “Fees”):
  1. The term of Customer’s right and license to use the System shall commence upon authorization of the license by Novarad. Serice will continue unless either Party give written notice to the other at least thirty (30) days prior of its intention to end service.
    • Effect of Termination. In the event this Agreement is terminated for any reason, including non-payment, Customer’s rights to possess and/or use the Novarad System shall terminate immediately. Novarad shall be, and hereby is, irrevocably and unconditionally authorized to disable the Novarad System immediately upon the termination of this Agreement.
    • Destroying of Protected Health Information. (“PHI”). PHI is stored electronically on Novarad’s servers. Upon any termination or expiration of this Agreement, Novarad will destroy Customer’s stored PHI three (3) months after contract termination date.
  2. Intellectual Property Rights.
    • any such Improvements shall be, and hereby are, owned solely, irrevocably and exclusively throughout the world by Novarad.
    • any such Improvements, to the extent consisting of works of authorship or other copyrightable subject matter, shall be, and hereby are, "works for hire" belonging solely, irrevocably and exclusively throughout the world to Novarad.
    • Customer unconditionally and absolutely stipulates and agrees that Novarad is the sole owner of all rights, titles and interests in and to all Intellectual Property Rights related to the Novarad Software or otherwise related to Novarad Systems (or any component thereof) or any Improvements to Novarad Systems (or any component thereof). Unless and except to the extent expressly provided in this Agreement, this Agreement shall not be deemed, construed or interpreted as a grant, transfer or conveyance to Customer or any third party, expressly or by inference, of any right, title or interest in, or license or right to use any, all, or any portion of its Intellectual Property Rights related to Novarad Systems or any Improvements thereon.
    • If and to the extent that Customer makes, creates, authors, reduces to practice or otherwise develops, either alone or jointly with Novarad or one or more third parties, any such Improvements, Customer covenants and agrees that:
  1. Software Restrictions. Customer shall not:
    • Sell, transfer, assign, lease, sublease, loan, rent, offer on a "service bureau" basis, sublicense, copy, reproduce, duplicate or distribute the Novarad Software or any rights under the Novarad Software Licenses granted hereunder;
    • Decompile, decipher, disassemble, reverse engineer or otherwise discover the source code of all or any portion of the Novarad Software or Pre-Release Software.
  2. Confidentiality. Customer shall keep confidential the Novarad product from other vendors of PACS or similar products. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Novarad is engaged.
  3. Entire Agreement. This Agreement contains the entire understanding of the Parties relating to the subject matter hereof. It may not be changed orally, but only by an agreement in writing signed by the Parties. Statements made by any person, including representatives of Novarad, which are inconsistent or in conflict with the terms of the Novarad Customer Agreement, shall not be binding upon Novarad.
  4. HIPAA Compliance: As required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Novarad agrees to execute a Novarad Business Associate Agreement with Customer in order to assure confidentiality of patient information..
  5. Authority to Bind. The person executing this Agreement hereby warrants that they have full and legal authority to execute this Agreement for and on behalf of Customer, and no further approval or consent of any other person is necessary in connection therewith.

 

Contract Version 8.0 051820