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.

PRIVACY POLICY

This privacy policy describes current policies and practices of "Escalon Medical Corp." with regard to personal data collected by "Escalon Medical Corp." through this website. This privacy policy does not apply to information collected offline or in any other way. The term "personal data" refers to personally identifiable information about you, such as your name, organization, e-mail address or mailing address, and any other information that identifies you personally.

Your Consent
By using this website or any "Escalon" website, you consent to our use of your personal data as described in this privacy policy.

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.

Cookies
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 "name@xyz.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
This privacy policy applies only to this website. This site contains many hyperlinks to websites that are not operated by "Escalon Medical Corp." These hyperlinks are provided for your reference and convenience only and do not imply any endorsement of the activities of these third-party websites or any association with their operators. "Escalon Medical Corp." does not control these websites and is not responsible for their data practices. We urge you to review the privacy policy posted on any site you visit before using the site or providing any personal data about yourself.

Governing Law
This privacy policy forms part of our website Terms and Conditions and as such shall be governed by and construed in accordance with the laws of the State of Pennsylvania.

Questions About Our Privacy Policy
If you have any questions about this privacy policy or concerns about the way "Escalon Medical Corp." uses personal data, please contact us.

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 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, if applicable, nor charges for transportation, special packaging or marking or testing.

3. QUANTITY DISCOUNTS: When quantity price discounts are quoted, they are computed separately for each type of product or equipment, 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, 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 his 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 Sonomed Escalon may be required to pay on account of the ownership at the place of installation, or the manufacture, transportation, sale or use of the material and equipment 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; has the education, skills, knowledge and experience to use the product(s) for its intended use.

B. Will use the product(s) solely in accordance with its operation manual.

C. Is purchasing the product(s) solely for use as a diagnostic instrument in Buyer’s medical, osteopathic or optometric practice.

D. Will not transfer the product(s) to any other person or entity not so licensed.

E. Buyer agrees to break no seals on the product packaging or attempt to make any repairs to product. 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 net 30 days 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 1/2% per month on the unpaid balance shall be imposed upon all accounts not paid when due.

8. SHIPMENT: All shipments will be made F.O.B. the 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; claims against Sonomed Escalon for shortages must be made within 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 system integration will be added on to the final 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 the ‘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: Upon shipment of any products they will be deemed to have been accepted by Buyer.

12. MODIFICATIONS: Unless otherwise provided, Sonomed Escalon reserves the right to modify product specifications of products 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:

A. May bill and declare due and payable all undelivered equipment 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 state 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: Seller 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 Seller under the Product Warranty Clause), contract, negligence, or strict liability arising in connection with the design, manufacture, sale, use or repair of the products. In no event will Seller be liable to the Buyer for any amount in excess of the purchase price of the product which proves to be defective.

16. SUPPLEMENTAL CLAUSES FOR EXPORT ORDERS:

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 Purchaser 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, Purchaser 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

 

TERMS AND CONDITIONS OF SALES AGREEMENT – AXIS™ IMAGE MANAGEMENT

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 Escalon Medical Corp. (hereinafter referred to as “Seller” or “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 Seller.

2. DEFINITIONS: “Axis Customer-Hosted Solutions” refers to systems where Axis software and images reside on customer servers. “Axis Cloud Solutions” refers to systems where Axis software and images reside on servers provided by Escalon.

3. 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, if applicable, nor charges for transportation, special packaging or marking or testing.

A. License Fees: License fees and other recurring fees are only valid for the term specified and are subject to change with written notice.

4. QUANTITY DISCOUNTS: When quantity price discounts are quoted, they are computed separately for each type of product or equipment, 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 Seller approval), it is agreed that prices will be adjusted upward to the higher prices, if applicable, for the un-cancelled quantity.

5. TAXES: Unless prohibited by statute, Buyer agrees to pay Seller 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 Seller may be required to pay on account of the ownership at the place of installation, or the manufacture, transportation, sale or use of the material and equipment which is the subject of this contract.

6. REPRESENTATION: Buyer represents to Seller that Buyer:

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;

A. Has the education, skills, knowledge and experience to use the product(s) for its intended use;

B. Is purchasing the product(s) solely for use in Buyer’s medical, osteopathic or optometric practice;

C. Will not transfer the product(s) to any other person or entity not so licensed; and

D. Buyer agrees to indemnify and defend Seller 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 deemed to be 25% of total order upon placement of such order and the balance upon installation, subject to approval by Seller of amount and terms of credit. Seller reserves the right to require payment in advance or cash on delivery (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 Seller. Pending correction of any objectionable credit situation, Seller may withhold shipments and/or installation without incurring any liability to Buyer. When partial shipments/installations are made, payments are due in accordance with the designated terms of the invoice. If shipment is postponed at the request of Buyer, payment will become due immediately upon notice to Buyer that products are ready for shipment/installation. A service charge of 1.5% per month on the unpaid balance shall be imposed upon all accounts not paid when due.

8. SHIPMENT: All shipments will be made Freight on Board (F.O.B.) the Seller’s facility unless otherwise specified. In the absence of specific instructions, Seller will select the carrier. Title to the materials shall pass to the Buyer upon delivery thereof by Seller 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; claims against Seller for shortages must be made within 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 system integration shall be included in the final invoice and will be timely paid by Buyer in accordance with this terms noted in this agreement or the invoice, whichever is earlier.

9. INSTALLATION: Seller acknowledges 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. Buyer agrees to provide and adequately maintain sufficient information technology (IT) infrastructure as specified within Axis License Agreement and to allow Seller access to such IT infrastructure as is necessary for Seller to perform installation. If conditions arise which prevent compliance with installation schedules, Seller 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; Seller 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 Seller’ business which Seller in its judgment and discretion deems it advisable to comply with either as a legal or patriotic duty, or to any other cause beyond Seller’s reasonable control.

10. ACCEPTANCE: Upon installation of any products they will be deemed to have been accepted by Buyer.

11. MODIFICATIONS: Unless otherwise provided, Seller reserves the right to modify product specifications of products ordered by the Buyer herein providing that the modification will not materially affect form, fit or function.

12. 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, Seller without notice:

A. Will issue an invoice to the Buyer for immediate payment for all undelivered equipment under this or any other agreement between Seller and the Buyer and/or;

B. May defer installation under this or any other agreement between the Buyer and Seller until such breach or repudiation is removed and/or;

C. Shall continue to charge the Buyer for all continuing service and licensing fees related to the returned product, including but not limited to those specified in Section 20 of these Terms and Conditions;

D. May cancel in whole or part an undelivered portion of this agreement and/or any other agreement between Buyer and Seller. No order for product(s) may be terminated by Buyer except by mutual written agreement. In the event Buyer attempts to terminate or cancel this order, in whole or in part, it shall constitute a breach of contract unless written consent to such termination or cancellation is obtained by the Buyer from Seller. 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.

13. GOVERNING LAWS: The terms of this agreement and all rights and obligations hereunder, shall be governed in accordance with the laws of the state of Delaware. Buyer hereby consents and submits to the jurisdiction of the appropriate courts in the State of Delaware for adjudication of any question, law of fact arising hereunder.

14. LIMITATION OF LIABILITY: Seller 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 Seller under the Product Warranty Clause), contract, negligence, or strict liability arising in connection with the design, manufacture, sale, use or repair of the products. In no event will Seller be liable to the Buyer for any amount in excess of the purchase price of the product which proves to be defective.

15. SUPPLEMENTAL CLAUSES FOR EXPORT ORDERS:

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 Purchaser agrees to furnish Seller with proof of exportation of all or any part of such products within five months from the date of the Seller invoices therefor or if exportation of any part shall not have occurred within that period, Purchaser agrees to pay Seller 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:

i. Seller 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.

ii. Buyer will secure all licenses and permits required by the foreign government and Seller will furnish reasonable cooperation in acquiring such licenses and permits.

iii. 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.

16. 3rd PARTY DEVICE UPGRADES/REPAIRS: Buyer acknowledges that successful integration of 3rd party devices connected to Seller products may be dependent upon (and be directly linked to) specific versions of software which control the device. Buyer further acknowledges that Seller will not be responsible for failure of the Buyer to coordinate and/or verify with Seller regarding compatibility and installation of software upgrades and/or repairs of 3rd party devices. No warranty is expressed or implied regarding compatibility of Seller products with current or future upgrades of 3rd party devices or software.

17. SOFTWARE LICENSING: The Axis Image Management system is licensed on an ongoing annual basis, for as long as some or all of any Axis software component is loaded on a computer to which Buyer has access. Licenses will automatically renew for additional one (1) year periods (each a “Renewal Term”) unless, within not less than ninety (90) calendar days prior to the expiration of the then current term, either party notifies the other in writing, receipt of which is confirmed, of its intent not to renew.  Either party may choose to not to renew this Agreement for any reason or no reason. The license fee is due to be paid in full prior to the beginning of each year anniversary of the placed order, and no credit will be given or pro-rated for partial years in use. The Seller may disable Buyer’s ability to use Axis as result of a failure to pay license fee within terms specified, while preserving rights to collect payment for full term of any license contract previously accepted. Should Buyer wish for Seller to export data and images from Axis Image Management system following nonrenewal of license, Seller reserves right to charge for such services.

18. EULA: Purchase of this software constitutes agreement to the standard Axis EULA, attached hereto.  Buyer agrees that all users of the Axis Image Management system are aware and in compliance with the EULA, whether they are employees, contractors, consultants, guest users or otherwise.

19. AXIS LICENSE AGREEMENT: Purchase of this software constitutes agreement to the standard Axis License Agreement.

20. AXIS CLOUD SOLUTION LICENSE TERM COMMITMENT: Buyer acknowledges that the minimum term of an Axis Cloud Solution license is two (2) years and that no credit will be given or pro-rated for partial years in use. The Seller may disable Buyer’s ability to use Axis Cloud Solution as result of a failure to pay license fee within terms specified, while preserving rights to collect payment for full term of the license contract.

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.
2. INSTALLATION
  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.
3. TRAINING
  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.

  b. CUSTOMER
    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…
      3. Monitoring
        a. Hardware
        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.

 

ULTRASOUND  800-227-1285   |   AXIS  800-676-0043   |   PHOTOGRAPHY  800-676-0043

TONOMETRY  800-676-0043   |   REFRACTIVE  800-676-0043   |   SURGICAL  800-486-4848

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