TERMS AND CONDITIONS OF WEBSITE USE
This website may contain links to websites owned by third parties. Escalon Medical Corp (dba "Sonomed Escalon"), and its subsidiaries (collectively "Escalon"), are not responsible for any content of any website linked to or from this website. Links to or from this website are a convenience only, and do not imply endorsement, sponsorship, or any affiliation with Escalon or this website nor guarantee that the information they contain is accurate. This website is made available AS IS and AS AVAILABLE without any warranty of any kind. Escalon makes no representations, guarantees, or warranties regarding the accuracy, reliability, or completeness of the content (text and/or images) of this website. Escalon , to the greatest extent permissible by law, disclaims any and all warranties, express or implied. Further, Escalon does not warrant or represent that this site or the server that makes it available is error-free or that the site will be uninterrupted or free of defects, including, without limitation, computer viruses, worms, bugs, timebombs, or any other similar problems and/or defects.
Escalon shall not be liable for damages of any kind including, without limitation, compensatory, special, incidental, exemplary, lost profits, loss of revenue, and/or consequential damages arising out of your access to or inability to access this site, or your use of or reliance upon this site or the content hereof. In addition, Escalon has no duty to update this site, or the content thereof, and Escalon shall not be liable for any failure to update such information. Further, Escalon is neither responsible nor liable for your use of other websites that you may access via links within this site.
Notification of Changes to this Policy
"Escalon Medical Corp." is continually improving and adding new functionality and features to this website and improving and adding to its existing services and programs. Because of these ongoing changes, changes in the law and the changing nature of technology, "Escalon Medical Corp." data practices will change from time to time. If and when our data practices change, "Escalon Medical Corp." will post the changes on this website to notify you of the changes.
Personal Data Collected Through This Website
The only personal data "Escalon Medical Corp." currently collects through this website is the information you give us when you use our site. This includes, for example, the information you provide when you send us your comments or request information. "Escalon Medical Corp." uses the information you provide for the purposes for which it was originally collected; for example, to respond to your e-mail or provide the information or services you requested. "Escalon Medical Corp." also uses this information to help us improve the content and functionality of our websites, to better understand the needs and interests of the people and organizations that use our website, and to improve our programs and services. "Escalon Medical Corp." may use this information to contact you in the future to tell you about organizations, programs, services, and other things we believe will be of interest to you. "Escalon Medical Corp." may share the personal information you provide to us with consultants and other third parties who act for or on behalf of "Escalon Medical Corp", for further processing or analysis. In addition, there may be some other, limited circumstances in which "Escalon Medical Corp." may share or transfer the personal information in its databases, for example, to comply with a legal requirement, for the administration of justice, to protect your vital interests, to protect the security or integrity of our databases or this website, to take precautions against legal liability, or in the event of a corporate merger, reorganization, dissolution or similar event.
Anonymous Data Collected Through This Website
In addition to the information you provide when you use our website, "Escalon Medical Corp." uses technology to collect anonymous information about the use of our website. For example, we use technology to track how many visitors access our website, the date and time of their visit, the length of their stay, and which pages they view. We also use technology to determine which web browsers our visitors use and the address from which they accessed our site. This technology does not identify you personally. It simply enables us to compile statistics about our visitors and their use of our site. "Escalon Medical Corp." uses this anonymous data and shares it with third-parties for various reasons, for example, to improve the content and functionality of our website, to better understand the needs and interests of our visitors, to improve our programs and services.
In order to collect the anonymous data described in the preceding paragraph, "Escalon Medical Corp." may use temporary "cookies" that collect the first level domain name of the user (for example, if your e-mail address is "email@example.com," the cookie collects the "xyz.com" portion of your e-mail address) and the date and time you accessed this website. Cookies by themselves cannot be used to discover the identity of the user. A cookie is a small piece of information which is sent to your browser and stored on your computer’s hard drive. Cookies do not damage your computer. You can set your browser to notify you when you receive a cookie. This enables you to decide if you want to accept it or not. At the present time, "Escalon Medical Corp." only uses temporary or "session" cookies. These "session" cookies expire when your browser window is closed. In order for certain applications on "Escalon Medical's" websites to function properly, if at all, it is necessary for your computer to accept cookies.
Links to Other Sites
TERMS AND CONDITIONS OF SALE
1) ENTIRE AGREEMENT Any of the terms and provisions of Buyer’s order which are inconsistent with the terms and provisions hereof shall not be binding on Sonomed Escalon (Escalon Medical Corp., Sonomed, Inc., and Escalon Digital Solutions, Inc. family of companies collectively dba as “Sonomed Escalon”) and shall not be considered applicable to the sale of the products mentioned herein. No modification hereof shall be valid unless in writing and duly signed by a person authorized by Sonomed Escalon.
2) PRICES Prices are subject to change without notice. Unless otherwise specified on the order, prices are for the specific quantity stated and do not include taxes, nor charges for transportation, special packaging or marking, or testing, if applicable.
3) QUANTITY DISCOUNTS When quantity price discounts are quoted, they are computed separately for each type of product or service and are based on the quantity of each type and each size ordered at any one time for immediate delivery. If any order is reduced or cancelled (subject to Sonomed Escalon approval), it is agreed that prices will be adjusted upward to the higher prices, if applicable, for the quantity not cancelled.
4) QUALITY LEVELS Prices are based on quality levels commensurate with normal processing. If a different quality level is required, Buyer must specify requirements and pay any additional costs that may be applicable.
5) TAXES Unless prohibited by statute, Buyer agrees to pay Sonomed Escalon the amount of any Federal, State, City or other tax, import or export duty, tariff or customs charge levied by any jurisdiction either inside or outside the United States that Sonomed Escalon may be required to pay on account of the ownership at the place of installation, or the provision of service, or the manufacture, transportation, sale or use of the product or service which is the subject of this contract.
6) REPRESENTATION Buyer represents to Sonomed Escalon that Buyer:
A) Is licensed under the laws of the Buyer’s jurisdiction as a doctor of medicine or osteopathy or as an optometrist or as a medical school, college of optometry or hospital.
B Has the education, skills, knowledge and experience to use the product for its intended use.
C) Will use the product solely in accordance with its operation manual.
D) Is purchasing the product solely for use in Buyer’s medical, osteopathic or optometric practice.
E) Will not transfer the product to any other person or entity not so licensed.
F) Buyer agrees to break no seals on the product packaging or attempt to make any repairs to product, unless authorized to do so by Sonomed Escalon.
G) Buyer agrees to indemnify and defend Sonomed Escalon against all claims, cost, expense and liability incurred as a result of Buyer’s breach of any of the foregoing representations.
7) TERMS Unless otherwise stated, payment terms shall be prepayment prior to shipment of product or provision of service, with any credit subject to approval by Sonomed Escalon of amount and terms of credit. Sonomed Escalon reserves the right to require payment in advance or C.O.D., or otherwise modify credit terms either before or after acceptance of any order if for any reason Buyer’s credit is or becomes objectionable to Sonomed Escalon. Pending correction of any objectionable credit situation, Sonomed Escalon may withhold shipments without incurring any liability to Buyer. When partial shipments are made, payments therefore shall become due in accordance with the designated terms of the invoice. If, at the request of Buyer, shipment is postponed, payment will become due immediately after notice to Buyer that products are ready for shipment. A service charge of 1.5% per month on the unpaid balance shall be imposed upon all accounts not paid when due.
8) SHIPMENT For sales agreements requiring shipment of physical product, terms within this section apply. All shipments will be made F.O.B. Sonomed Escalon facility unless otherwise specified. In the absence of specific instructions, Sonomed Escalon will select the carrier. Title to the materials shall pass to the Buyer upon delivery thereof by Sonomed Escalon to the carrier or delivery services; thereupon, the Buyer shall be responsible therefore Products held for Buyer, or stored for Buyer, shall be at the risk and expense of Buyer. Any claims against Sonomed Escalon for shortages must be made within five (5) days after arrival of shipment. Unless specifically referenced in the sales agreement, all installation and shipping expenses, as well as any miscellaneous items that were necessary to complete installation will be included in the final invoice and will be timely paid by Buyer in accordance with payment terms noted on the invoice.
9) DELIVERY Sonomed Escalon acknowledges shipping dates are approximate. If Buyer’s order does not cite desired delivery date(s) and/or does not expressly prohibit delivery in advance of schedule date(s), Buyer agrees that immediate delivery is acceptable. If conditions arise which prevent compliance with delivery schedules, Sonomed Escalon shall not be liable for any damage, and general consequential or otherwise, for delay in delivery or for failure to give notice of delay, and such delay shall not constitute grounds for cancellation. Without limiting the generality of the foregoing; Sonomed Escalon shall under no circumstances be responsible for failure to fill any orders when due to failure to obtain export licenses; fires; floods; earthquakes; riots, strikes; war; freight embargoes or transportation delays; shortage of labor; inability to secure fuel, material, supplies or power or other energy requirements or on account of shortages thereof, acts of God or of the public enemy; any existing or future laws or acts of the Federal or any other State Government (including specifically, but not exclusively, any orders, rules or regulations issued by any officials of such government) affecting the conduct of Sonomed Escalon business which Sonomed Escalon in its judgment and discretion deems it advisable to comply with either as a legal or patriotic duty, or to any other cause beyond Sonomed Escalon reasonable control.
10) ENERGY The price, specifications and delivery schedules set forth in the order assume that materials and energy will continue to be available at not less than present levels, and that Sonomed Escalon and its sub-contractors and suppliers will continue to have unrestricted use of their facilities. Any significant reduction in the availability of any of the foregoing as a direct or indirect result of the situation commonly known as an ‘Energy Crisis’ whether resulting from Government action or otherwise, shall render this order subject to equitable adjustment as to delivery, to reflect the impact thereof. To the extent that any such reduction has material effect on Sonomed Escalon’s costs, the price will be subject to equitable adjustment.
11) ACCEPTANCE In instances where installation of product is contractually required of Sonomed Escalon, such product will be deemed to have been accepted by Buyer upon installation of product. For product which does not require installation, such product will be deemed to have been accepted by Buyer upon shipment of product. For service provided by Sonomed Escalon, such service will be deemed to have been accepted by Buyer upon provision of service.
12) MODIFICATIONS Unless otherwise provided, Sonomed Escalon reserves the right to modify product specifications of products or services ordered by the Buyer herein providing that the modification will not materially affect form, fit or function.
13) TERMINATION In the event of complete or partial termination or cancellation of this order for the convenience of the Buyer, or if the Buyer fails or refuses to accept delivery or is otherwise in default under or repudiates the purchase contained herein, or fails to pay when due any invoice, then in addition to any and all remedies allowed by law, Sonomed Escalon without notice and at its sole discretion:
A) May bill and declare due and payable all undelivered product and service under this or any other agreement between Sonomed Escalon and the Buyer and/or;
B) May defer shipment under this or any other agreement between the Buyer and Sonomed Escalon until such breach or repudiation is removed and/or;
C) May cancel in whole or part an undelivered portion of this agreement and/or any other agreement between Buyer and Sonomed Escalon. No order for product(s) may be terminated by Buyer except by mutual agreement in writing. In the event Buyer attempts to terminate or cancel this order, in whole or in part, where it is not for the convenience of the Government, it shall constitute a breach of contract unless consent to such termination or cancellation is obtained by Buyer from Sonomed Escalon in writing. In any event, the price of all items delivered and all items which have been finished, but not yet delivered, will be adjusted upward to the applicable quantity break, if any, for the lower quantities.
14) GOVERNING LAWS The terms of this agreement and all rights and obligations hereunder, shall be governed in accordance with the laws of the Commonwealth of Pennsylvania. Buyer hereby consents and submits to the jurisdiction of the appropriate courts in the Commonwealth of Pennsylvania for adjudication of any question, law of fact arising hereunder.
15) LIMITATION OF LIABILITY Sonomed Escalon will not be liable for any loss, damage, cost of repairs, incidental or consequential damages of any kind, whether or not based upon express warranty or implied warranty (except for the obligations assumed by Sonomed Escalon under the Product Warranty Clause), contract, negligence, or strict liability arising in connection with the design, manufacture, sale, use or repair of the product or service. In no event will Sonomed Escalon be liable to the Buyer for any amount in excess of the purchase price of the product or service which proves to be defective.
16) WARRANTY The only warranty provided, express or written, is provided in writing within the user manual of each product. Sonomed Escalon will provide written copy of warranty prior to entering into sales agreement, upon request. The exclusive remedy related to product received by Buyer confirmed by Sonomed Escalon to be defective is repair and/or replacement, at discretion of Sonomed Escalon.
17) FORCE MAJEURE Sonomed Escalon shall not be liable for any failure, delay, or interruption in performance due to strikes, lockouts, labor disturbances, acts of God, explosions, fires, and other accidents.
18) ARBITRATION Any claims and disputes arising under or relating the Sales Agreement between Sonomed Escalon and Buyer are to be settled by binding arbitration in the governing jurisdiction as specified within section 14 of these terms and conditions. An award of arbitration may be confirmed in a court of competent jurisdiction.
19) SUPPLEMENTAL CLAUSES FOR EXPORT ORDERS In addition to all other terms and conditions stated within this document, the following terms and conditions apply to orders which are exported to locations outside of the United States:
A) Currency: The prices quoted herein are payable in U.S. Dollars.
B) Proof of Export: The products are to be purchased only for export and the Buyer agrees to furnish Sonomed Escalon with proof of exportation of all or any part of such products within five months from the date of the Sonomed Escalon invoices therefore or if exportation of any part shall not have occurred within that period, Buyer agrees to pay Sonomed Escalon upon demand, the amount of any manufacturer’s excise tax or other tax which now or hereafter may be imposed on the sale of such products for consumption within the United States.
C) License and Permit Requirements:
1) Sonomed Escalon will secure all export licenses and permits required by the United States Government and Buyer will furnish reasonable cooperation in acquiring such licenses and permits. If such licenses are not paid for by the Buyer, such payments will be added to the contract price.
2) Buyer will secure all licenses and permits required by the foreign government and Sonomed Escalon will furnish reasonable cooperation in acquiring such licenses and permits.
3) Failure to obtain a required license or permit in sufficient time to permit delivery within the time set forth in the contract and without fault or negligence of the contracting parties shall occasion an extension upon the contract herein until such licenses and permits are obtained, within a reasonable amount of time.
D) Authorized Representation: Buyer will only resell product into countries for which they have been explicitly authorized to do so by Sonomed Escalon and shall in no case resell product or otherwise facilitate resale of product into any countries into which sales are restricted by the United States Government. Failure by Buyer to comply may result in immediate termination of distribution rights, legal action including compensatory damages, and other action, as deemed appropriate by Sonomed Escalon and/or legal authorities.
20) SUPPLEMENTAL CLAUSES FOR AXIS IMAGE MANAGEMENT ORDERS In addition to all other terms and conditions stated within this document, the following terms and conditions apply to orders for AXIS Image Management (“AXIS”):
A) Definitions: “AXIS Customer-Hosted Solution” refers to system where AXIS software and images reside on servers provided and controlled by Buyer. “AXIS Cloud Solution” refers to system where AXIS software and images reside on servers provided and controlled by Sonomed Escalon.
B) AXIS Licensing: Use of AXIS is licensed to Buyer (“AXIS License”) and Sonomed Escalon retains all ownership rights of any AXIS-related software installed for benefit of Buyer, regardless of software physical location. Buyer and their agents agree to the AXIS End User License Agreement (“AXIS EULA”) and agrees that all users and agents of AXIS are aware and in compliance with the AXIS EULA, whether they are employees, contractors, consultants, guest users, or otherwise.
C) AXIS License Term: An AXIS License is valid for the term stated within the order and is issued in one-year increments.
D) AXIS License Fees: AXIS License fees are valid for the term specified and are subject to change, with written notice, including for integration of additional imaging devices. Payment terms are as specified in AXIS License renewal invoice.
E) AXIS Cloud Solution Minimum Commitment. Buyer of an AXIS Cloud Solution acknowledges that pricing reflects a minimum commitment of two years of AXIS License unless other specified.
F) Installation: Sonomed Escalon and Buyer will coordinate installation of AXIS as outlined within the AXIS Service Agreement. Additionally:
1) Buyer agrees to provide and adequately maintain sufficient information technology (IT) infrastructure as specified within Axis Service Agreement and to allow Sonomed Escalon access to such IT infrastructure as is necessary for Sonomed Escalon to perform installation.
2) Sonomed Escalon acknowledges agreed upon installation dates are approximate. If Buyer’s order does not cite desired installation date(s) and/or does not expressly prohibit installation in advance of schedule date(s), Buyer agrees that immediate installation is acceptable. If conditions arise which prevent compliance with installation schedules, Sonomed Escalon shall not be liable for any damage, general, consequential or otherwise, for delay in installation or for failure to give notice of delay, and such delay shall not constitute grounds for cancellation. Additionally and without limiting the generality of the foregoing; Sonomed Escalon shall under no circumstances be responsible for failure to fill any orders when due to failure to obtain export licenses; fires; floods; earthquakes; riots, strikes; war; freight embargoes or transportation delays; shortage of labor; inability to secure fuel, material, supplies or power or other energy requirements or on account of shortages thereof, acts of God or of the public enemy; regulatory actions; any existing or future laws or acts of the Federal or any other State Government (including specifically, but not exclusively, any orders, rules or regulations issued by any officials of such government) affecting the conduct of Sonomed Escalon’s business which Sonomed Escalon in its judgment and discretion deems it advisable to comply with either as a legal or patriotic duty, or to any other cause beyond Sonomed Escalon’s reasonable control.
3) Buyer acknowledges the right of Sonomed Escalon to invoice for partial completion of installation upon completion of milestones.
G) Third-Party Devices: Buyer acknowledges that successful integration of third-party devices with AXIS may be dependent upon (and directly linked to) specific versions of software which control the device. Buyer further acknowledges that Sonomed Escalon will not be responsible for failure of the Buyer to coordinate and/or verify with Sonomed Escalon regarding compatibility and installation of software upgrades and/or repairs of third-party devices. No warranty is expressed or implied regarding compatibility of AXIS with current or future upgrades of third-party devices and/or software.
H) Service and Support: Sonomed Escalon provides support for AXIS as part of the AXIS License. Buyer agrees to treat AXIS software and related files as confidential information between the two parties and, as such, only receive support and facilitate access to such information only by Sonomed Escalon authorized service representatives. Further, Buyer agrees that Sonomed Escalon will not be held liable for any errors induced by provision of unauthorized service and that additional costs may be incurred if Sonomed Escalon expends effort to remedy any such errors. Buyer agrees to all provisions of the AXIS Service Agreement.
I) AXIS License Renewal and Termination: Upon expiration of an AXIS License term (“Expiration Date”), the AXIS license and related support plan is automatically renewed for a one-year increment unless, within not less than ninety (90) calendar days prior to Expiration Date, either party notifies the other in writing, receipt of which is confirmed, of its intent not to renew. Either party may choose not to renew an AXIS License for any or no reason. Additionally:
AXIS Cloud Solution: Upon termination of an AXIS License for AXIS Cloud Solution, Sonomed Escalon will enable Buyer to download imaging data prior to Expiration Date via the AXIS interface in format in which it resides on the cloud server. Sonomed Escalon will disable Buyer access to AXIS Cloud Solution effective as of the Expiration Date and will permanently delete all associated data to ensure compliance with HIPAA and other patient security requirements.
AXIS Customer-Hosted Solutions: Upon termination of AXIS license for AXIS Customer-Hosted Solutions, Sonomed Escalon shall be provided reasonable access to Buyer’s server and imaging devices on and continuously for at least two (2) weeks after Expiration Date so that Sonomed Escalon may remove AXIS software. AXIS License will automatically renew if Sonomed Escalon is not provided timely access to remove AXIS software. Sonomed Escalon will not remove or copy any patient data. Following removal of AXIS software from Buyer’s server and imaging devices, Buyer is not allowed to restore AXIS software from backup copies or otherwise use AXIS in any manner without a valid AXIS License and any such attempt to do so, including through engagement of any third parties, is strictly prohibited and will be prosecuted to the full extent of the law.
Data Exportation: Should Buyer request Sonomed Escalon’s assistance in exporting data from AXIS following nonrenewal of an AXIS License, Sonomed Escalon reserves the right to accept or not accept the request and to charge for such services if a request is accepted. In such cases, Sonomed Escalon will provide quotation to Buyer for acceptance prior to commencing any associated work.
Full Term: No credit will be given or pro-rated for any partial use of AXIS License term by Buyer.
J) Suspension of Service: Sonomed Escalon reserves the right to disable Buyer’s ability to use AXIS as a result of failure to pay any outstanding invoice balance, including for AXIS License fees, within the payment terms specified, while preserving rights to collect payment in full for any product or service previously accepted, including AXIS License renewal.
K) Private Health Information (PHI): From time to time, technical services representatives of Sonomed Escalon may be provided access PHI of Buyer’s patients in order to support AXIS. Sonomed Escalon has information security policies and practices in place complaint to HIPAA requirements. Sonomed Escalon can enter into a separate Business Associate Agreement (BAA) with Buyer as a contracted services provider.
L) Data Ownership: All data generated during use of AXIS is property of Buyer and shall not be retained or otherwise used by Sonomed Escalon or any third-party affiliated with Sonomed Escalon either during or after contract period(s), except for use in maintaining proper performance of the Buyer’s AXIS instance.
21) REVISION Sonomed Escalon reserves the right to modify these terms and conditions without prior notice.
AXIS END USER LICENSE AGREEMENT (EULA)
Please read the following terms and conditions carefully before using this SOFTWARE SYSTEM. Your use, distribution or installation of Axis Image Management software (AXIS) indicates your acceptance of this License.
SOFTWARE SYSTEM here means Software, image files, all accompanying files, data and materials received with your order of AXIS, installed on a server, modality, device, review station, or any other computer.
If you do not agree to any of the terms of this License, then do not install, distribute or use the SOFTWARE SYSTEM. Additionally, use of this SOFTWARE SYSTEM is dependent on continuing and timely payment of the annual AXIS license fee. Failure to pay the annual license fee constitutes a breach of this agreement, and removes your license to use AXIS until such time as the license fee has been paid.
This SOFTWARE SYSTEM’s server component parts may not be separated for use on more than one server. All components accompanying the software are copyrighted by Escalon Medical
(d/b/a and hereafter referred to as “Sonomed Escalon”) and may not be taken apart or modified and may not be distributed or copied in any manner.
You agree that the SOFTWARE SYSTEM is not intended to be a backup solution for any other systems, devices or modalities. You are responsible to continue regular maintenance, backup and archiving of third-party systems, devices or modalities per their manufacturer’s recommendations or your standard operating procedures.
For AXIS Customer-Hosted Solutions, the SOFTWARE SYSTEM shall be installed on user-provided and user-maintained hardware. It is your responsibility to ensure that proper backups are performed on the SOFTWARE SYSTEM’s data and SQL Database and that proper maintenance, monitoring and support of the server is maintained. For proper SOFTWARE SYSTEM functioning and performance, the server and review computers must meet then current industry standards, necessitating that you refresh hardware and OS from time to time, as needed.
Periodic software updates for the SOFTWARE SYSTEM will be necessary and Sonomed Escalon reserves the right to continually update the AXIS software and possibly change the platforms that the SOFTWARE SYSTEM uses or requires and to install such updates to the end user with their permission.
This SOFTWARE SYSTEM, all accompanying files, data and materials, are distributed "AS IS" and with no warranties of any kind, whether express or implied. The user must assume all risk of using the program. This disclaimer of warranty constitutes an essential part of the agreement. Sonomed Escalon is not responsible and shall not be liable for the integrity of your data. Measurements are calibrated from the original source and provided for reference only and Sonomed Escalon cannot guarantee accuracy.
Any liability of Sonomed Escalon will be limited exclusively to refund of purchase price. In addition, in no event shall Sonomed Escalon, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any incidental, consequential, punitive or any other damages whatsoever relating to the use of SOFTWARE SYSTEM.
In addition, in no event does Sonomed Escalon authorize you to use this SOFTWARE SYSTEM in applications or systems where SOFTWARE SYSTEM's failure to perform can reasonably be expected to result in an injury to a person, physical or otherwise, or in loss of life. Any such use by you is entirely at your own risk, and you agree to hold Sonomed Escalon harmless from any claims or losses relating to such unauthorized use. You also agree that in no event does Sonomed Escalon authorize you to use this SOFTWARE SYSTEM in applications or systems where SOFTWARE SYSTEM's failure to perform can reasonably be expected to result in damage to your property or property of another party.
This Agreement constitutes the entire statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements. This Agreement shall be governed by the laws of Delaware.
Sonomed Escalon, is the exclusive owner of the copyright of this SOFTWARE SYSTEM, all of its derivatives, title and accompanying materials are the exclusive property of Sonomed Escalon. All rights of any kind, which are not expressly granted in this License, are entirely and exclusively reserved to and by Sonomed Escalon. You may not rent, lease, transfer, modify, translate, reverse engineer, de-compile, disassemble or create derivative works based on this SOFTWARE SYSTEM. There are no third party beneficiaries of any promises, obligations or representations made by Sonomed Escalon herein.
You may not disclose the data or techniques relating to this SOFTWARE SYSTEM that you know or should know is a trade secret of the Sonomed Escalon to other persons in any manner that will cause damages of any kind to Sonomed Escalon.
This SOFTWARE SYSTEM and all services provided may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law or regulation is strictly prohibited. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene, or material protected by trade secret and other statute. You agree to indemnify and hold Sonomed Escalon harmless from any claims resulting from the use of this SOFTWARE SYSTEM, which may cause damage of any kind to any other party.
AXIS CUSTOMER SERVICE AGREEMENT
This Service Agreement is provided to Customer by SonomedEscalon (the “Company”) and describes the service obligations of the Company as well as the continuing obligations of the Customer. Failure by the Customer to comply with the requirements of this Agreement, to the extent that they adversely affect the performance of the Axis software system, shall serve to void any obligations of the Company to the Customer pursuant to this Agreement.
1. INSTALLATION REQUIREMENTS
a. Customer must already have a network in place and the customer must add all devices to the network.
b. Some form of remote access must be provided to the Company in order to allow the Company access to the Customer’s server and devices remotely/offsite for purposes of installation and ongoing support of the Axis system.
i. Out default option is to use the LogMeIn software system. The Company can provide installation instructions for this upon request.
c. For Customer Hosted systems
i. A server must be provided to run Axis based upon the Company’s current server requirements and guidelines.
ii. External access to Axis must either be provided via a Customer
installed/maintained VPN system. Alternatively, port 443 of an external IP address must be forwarded to the server’s internal IP.
a. The Company will install the Axis system remotely and during non-business hours (after or before clinic hours and on the weekends) so as not to interfere with clinic functions.
b. Devices not accessible via remote access may require onsite help from the Customer to be integrated.
a. Cloud solutions: Initial training is provided entirely online via webinar format. Onsite training may be acquired for the current going rate.
b. Hosted solutions: Initial training can be provided online or onsite, as necessitated and agreed upon by both the Company and the Customer.
c. Refresher Training: Continuing training, after initial training, will be conduct online via webinar, unless otherwise agreed to between the Company and the Customer.
4. SUPPORT RESPONSIBILITIES
Ongoing Customer support by the Company is dependent on the prompt payment of the annual Axis license fee per the sales terms and conditions and the Axis EULA.
a. SONOMED ESCALON
i. Prompt phone and email based Customer support via the Company’s national support number and support email address for issues including, but not limited to:
1. Issues accessing Axis.
2. Questions about Axis usage or functions.
3. Issues transferring data to Axis from modalities.
4. Software patches, updates, and upgrades to the Axis system, and all purchased Axis modules.
ii. The Company shall provide Support remotely. Unless otherwise expressly agreed to in writing between the parties.
iii. Customer understands and agrees that re-integration of Customer’s equipment that has lost the Axis client software (e.g. from issues such as hard drive wiping or user error), may require 48 hours or more to re-integrate.
iv. For customer-hosted systems, Axis can be moved from one server to another server at no charge, no more than once every two years. Additional server moves may require a charge.
v. For cloud-based systems, Axis can be moved to a customer-hosted system for a one-time charge and a conversion of the Customer’s annual license fees. An Axis sales representative will provide the Customer with an estimated cost upon request.
i. The Customer is solely responsible for:
1. Continued support and maintenance of its computers and network.
2. For Customer Hosted systems:
a. Customer agrees that it is responsible for performing daily system backups.
b. Customer agrees that it is responsible for performing regular maintenance and support of its server, including, but not limited to…
b. Windows patches
c. Firewall and antivirus installation
4. Provision of a clinical and IT contact that Escalon can contact for issue resolution and for any notifications of Axis system status.
5. Notifying the Company in advance of installing new devices or new software updates to allow for scheduling in advance of device integration to Axis.
6. Providing sufficient network bandwidth for Axis to perform at a customer desired level.