2. CryptoChart Terms & Conditions
Thank you for submitting the Business Associate Agreement (BAA) and Software Licensing Agreement.
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.
BY THIS DIGITAL SIGNATURE ("Check box" and "form submission") BELOW, CUSTOMER ACKNOWLEDGES SIGNATURE AND ACCEPTANCE OF THIS LEGALLY BINDING DOCUMENT.
- Hardware. Novarad hereby assigns to Customer, for the term of the Agreement, the hardware set forth on the Sales Order/Invoice (the "System Hardware").
- Terms and Conditions:
- Novarad offers a 30 day money back guarantee if any reason you want to cancel the subscription and return the hardware. The initial System Hardware is included in the set-up fee. If Customer terminates during the initial thirty (30) day period, equipment is required to be returned to Novarad and fees will then be refunded to Customer.
- Each additional kit (box, printer, scanner) will be billed to Customer at current Novarad pricing.
- If the router ceases to function after warranty period, Customer will contact Novarad Support. If Novarad determines the router is inoperative, Customer will purchase the replacement router. Shipping Fees will be added to the cost.
- If the printer ceases to function, Customer will contact Novarad Support. If Novarad determines the printer is inoperative, Customer will purchase the replacement printer. Shipping Fees will be added to the cost.
- If the router or printer is dropped, all warranties are void. Customer will purchase the replacement equipment. Shipping fees will be added to the cost.
- CryptoChart 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 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.
- CryptoChart is currently supported by Android’s OS. If for any reason Android changes the Android OS 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.
- Temporary Data Storage. Data will be destroyed after contract termination.
- 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 is not permitted to limit Novarad’s access to any of the System Hardware under any circumstances. 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.
- System Fees. Customer shall be billed by Novarad after the initial trial. The first prorated Monthly Fee shall be invoiced at the end of the month following the Trial End date. Thereafter, the Monthly Fee shall be billed on the last day of each calendar month during the term of this Agreement. Monthly Fees for partial first and last months shall be pro-rated based on a thirty (30) day month.
- If payment is not received for any reason, system will be suspended after two (2) 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”):
- 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.
- The term of Customer’s right and license to use the System shall commence upon authorization of the license by Novarad. After the initial 30 day trial period, service will continue unless either Party give written notice to the other at least thirty (30) days prior of its intention to end service.
- Return of System(s). Upon any Customer termination of this Agreement during first six (6) months of service, Customer is required to return the System Hardware provided by Novarad.
- Effect of Termination. In the event this Agreement is terminated for any reason, including non-payment of Monthly Subscription Fee, 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 remotely access and 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.
- Intellectual Property Rights.
- 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:
- 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.
- 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.
- 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.
- 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.
- 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..
- Press Release. Customer gives Novarad the right to submit press releases to local and industry news agencies announcing the choice of the Customer to use Novarad products. Also included in the release may be the bed size of the Customer facility if applicable and its location
- 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.
THIS AGREEMENT is hereby made, executed, and delivered as of the Effective Date of form submission as indicated below.