Lifetrack COVID-19 Global Repository

Terms and Conditions

This Agreement (“Agreement”) is hereby entered into by and between Lifetrack Medical Systems Private Ltd., together with its affiliates (“Lifetrack”), and with you as “User”. The terms: (i) “we”, “us”, “Vendor,” or “our” shall also refer to Lifetrack and “you”, or “your” referring to the individual or entity, as applicable, that is the User of record.

WHEREAS, Lifetrack is in the business of providing the browser-based RIS/PACS software platform (the “Offering”) through www.lifetrackmedicalsystems.com and/or through client on-premise servers or accessed through the cloud (the “Site”); and

WHEREAS, Lifetrack has established the Lifetrack COVID-19 Global Repository to participate in the global efforts to screen, diagnose, and contain COVID-19. This repository is a virtual platform where participants from all over the world can register to share and view chest CT scans displaying COVID-19 CT patterns.

WHEREAS, User wishes to engage, or has engaged, Vendor in connection with accessing, uploading, submitting, and viewing content on the Lifetrack COVID-19 Global Repository.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is agreed as follows:

LICENSE. Subject to the terms of this Agreement, during the term hereof, Vendor hereby grants you a limited, exclusive, non-transferable, revocable license (i) to use the Site and (ii) to download (to the extent applicable), install and use the Lifetrack software on your computer system, for the sole purposes as expressly permitted by this Agreement. You are allowed to use the Lifetrack software only in accordance with this Agreement and any applicable additional terms and conditions or legal requirements. You may not sell, lease, sub-license, transfer or assign any of the Lifetrack software or your rights to any of the services to any third party without our express written authorization.  You will install the Lifetrack software only in accordance with Lifetrack specifications for server and workstation configurations; virtual environments are neither supported nor permitted.

PROPRIETARY RIGHTS AND NO REMOVAL OF NOTICES. All programs, services, processes, designs, software, technologies, trademarks, trade names, service marks, logos, inventions, domain names, patents, patent applications, Documentation accompanying the Service, and materials comprising of the Service are wholly owned by Lifetrack. You may not use Lifetrack’s trademarks, trade names, service marks, logos, domain names, patents, copyrights, or other intellectual property rights without Lifetrack’s prior written permission. You shall not remove, obscure, or make illegible or alter any propriety rights notices (including copyright, trademark, trade secret, domain names, and patent notices) which may be affixed to or contained within the software, whether such notice or indications are affixed on, contained in or otherwise connected to any materials. Furthermore, all contents of the software, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement (“Content”) are protected by copyright, trademark, trade secret, patents or other proprietary rights and laws. Content or its derivative works, may not be reverse engineered, decompiled, reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted, or circulated to any third party (including without limitation, the display and distribution of the material via a third party RIS/PACS or other networked computer environment) without the express written consent of LMS, and/or its applicable suppliers, affiliates, subsidiaries, or licensors.

NO MODIFICATIONS. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking or in any manner attempt to obtain the source code of the Lifetrack software or any part thereof except to the extent permitted by law.

LIMITATION OF LIABILITY. AS A MATERIAL INDUCEMENT FOR US TO PROVIDE THE HARDWARE AND/OR SOFTWARE AND/OR WEBSITE AND/OR THE SERVICE HEREUNDER, YOU AGREE THAT UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, CONTRACT (INCLUDING BREACH OF CONTRACT AND BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, AND STRICT LIABILITY) OR OTHERWISE, SHALL LIFETRACK, ITS PARENT COMPANY, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, SUPPLIERS AND CONTRACTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR HOSTING FAILURES, LOSS OF PROFIT, LOSS OF ACCESS TO DATA, LOSS OF DATA OR DOCUMENTS RECEIVED, STORED, OR SENT THROUGH THE RIS/PACS, WEBSITE OR THE SERVICE, ANTICIPATED PROFITS, ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF USE OF EQUIPMENT, WORK STOPPAGE, MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION, COMPUTER FAILURE OR MALFUNCTION, DATA PROTECTION, DAMAGE TO BUSINESS OR BUSINESS RELATIONS, THE ACTIONS OF LIFETRACK’S EMPLOYEES, AGENTS, RESELLERS, OR DISTRIBUTORS ACTING OUTSIDE THE SCOPE OF THEIR DUTIES, RELEASE OR EXPOSURE, FOR ANY REASON, OF PERSONALLY IDENTIFIABLE INFORMATION OR OTHER PRIVATE DATA, INCLUDING DATA BELONGING TO YOU OR YOUR OWN CLIENTS AND OTHER USERS, SECURITY BREACHES, INCLUDING BUT NOT LIMITED TO, THIRD PARTY ACCESS TO YOUR ACCOUNT, DATA OR TO ASSIGNED COMPUTERS, THIRD PARTY ACCESS TO OR MISUSE OF PASSWORDS PROVIDED BY LIFETRACK, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. THE FOREGOING, LIMITATIONS OF LIABILITY HOWEVER, WILL NOT PREVENT NOR LIMIT LIFETRACK’S RIGHT TO APPLY TO A COURT OF COMPETENT JURISDICTION FOR A TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, OR OTHER SIMILAR EQUITABLE RELIEF.

Lifetrack does not make any representations or warranties regarding its Users’ satisfaction of applicable government regulations in connection with each User’s use of the Site or any services provided by Lifetrack hereunder. You hereby release us for any and all liability and damages pertaining to any and all of the foregoing.

USER SUBMISSIONS. The Agreement provides you with the ability to upload, submit, or share (“Submit,” “Submitting” or “Submission”) images or other information on, to or via the Site or Offering (collectively, the “User Submissions”). All patient cases submitted will be completely anonymized and removed of protected health information. All patient cases will be available to registered users of the Lifetrack COVID-19 Global Repository.

You represent and warrant that the use or other exploitation of any User Submissions by you as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights. In particular, you acknowledge that Sharing of articles should generally be limited to research collaboration groups for the specific purposes of that group, and at all times in accordance with any copyright or license restrictions. Except in the case of User Submissions containing content freely and exclusively in the public domain, you represent and warrant, and can demonstrate to Lifetrack’s full satisfaction upon request that (i) you own or otherwise control any and all rights or licenses required in order to Submit all content in your User Submissions and to permit Lifetrack to use such content as contemplated by these Terms and Conditions, and (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms and Conditions. You agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Site.

You understand that all information publicly posted or privately transmitted through the Site or Offering is the sole responsibility of the person from which such content was Submitted. Lifetrack will not be liable for any errors or omissions in any content, and may delete, modify, or reformat any materials, content or information Submitted by you. Lifetrack does not endorse and has no control over any content Submitted to the Service. Lifetrack cannot guarantee the authenticity of any User Submission. You acknowledge that all Content accessed by you in connection with your use of the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting from your access to or your inability to access such Content.

You understand that Lifetrack may share User Submissions, and details of your Submitting (including Sharing), with third parties in connection with your use of the Service, and that Lifetrack cannot and does not control any such third parties.

You acknowledge that by transmitting and receiving data to and from the Offering, the User is making information available for the use of the other authorized users of the Offering that are participating in the Lifetrack COVID-19 Global Repository.

EFFECT OF ANONYMIZATION ON PROCESSING, USE, SHARING, RETENTION OF SUBMISSION/DATA. You acknowledge that upon anonymization of data submitted to the Offering, such data is no longer personal and may be processed, used, shared, and retained by LIFETRACK and/or the participants of the LIFETRACK COVID-19 Global Repository.

DISCLAIMER OF WARRANTIES. ALL SOFTWARE AND/OR HARDWARE AND/OR SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND NEITHER LIFETRACK NOR ANY OF ITS RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OR SUPPLIERS MAKE ANY WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR COVENANTS TO REGARDING THE USABILITY, DOCUMENTATION, CONDITION OR AVAILABILITY, COMPATIBILITY, SECURITY, ACCURACY, RELIABILITY, LEGALITY, PROTECTION FROM ATTACKS, OR OPERATION THEREOF. FURTHERMORE, YOU ACKNOWLEDGE THAT YOUR USE OF THE HARDWARE AND/SOFTWARE AND/OR THE SERVICE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SYSTEM OR OTHER MATERIAL OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM LIFETRACK. LIFETRACK DOES NOT WARRANT THAT ACCESS TO OR USE OF THE HARDWARE AND/OR THE SOFTWARE AND/OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT THE HARDWARE AND/OR SOFTWARE  AND/OR THE SERVICE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE OVERALL SYSTEM THAT MAKES THE HARDWARE AND/OR SOFTWARE  AND/OR THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LIFETRACK AND EACH OF ITS RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, AND/OR SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, WORKMANLIKE EFFORT, OR ANY IMPLIED WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. FURTHERMORE, THERE ARE NO REPRESENTATIONS, WARRANTIES, GUARANTEES, OR COVENANTS THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND NO COMMUNICATION BETWEEN YOU AND VENDOR WILL CREATE A WARRANTY OR IN ANY WAY ALTER OR RESTRICT ANY DISCLAIMER OF WARRANTY OR LIMITATION OF LIABILITY SET FORTH IN THE ABOVE SECTION OR ELSEWHERE IN THIS AGREEMENT, UNLESS AGREED TO IN WRITING BY PARTIES.

AUTHORIZED ACCOUNT ACCESS. You authorize us to make changes to your account, if requested by you or your Agents, including adding new services. Only you or a sufficiently-identified agent will have the ability to authorize additional access to the Medical Data available from your LIFETRACK account. You are responsible for maintaining the confidentiality of your LIFETRACK account information and password. You are responsible for all users of your account, whether or not authorized by you. If others use your password to utilize the account or post inappropriate material on the Site, you risk losing your access to the Site. You agree to notify Vendor immediately of any unauthorized use of your registration and password.

FORCE MAJEURE AND EXCUSABLE DELAYS. No delay or omission by either party to exercise any right or remedy under this Agreement will be construed as a waiver of such breach or of the ability to exercise any right or remedy granted hereunder. Neither party shall be responsible to the other for non-performance or delay in performance occasioned by causes beyond their respective reasonable controls, including, without limiting the generality of the foregoing, acts or omissions of the other party, acts of civil or military authority, strikes, lock-outs, embargoes, insurrections or Acts of God; provided that notwithstanding anything herein to the contrary, force majeure events shall not include any inability to make any payments that are due hereunder or to any third party. If any such delay occurs, any applicable time period for cure of any such breach shall be automatically extended for a period equal to the time lost, provided that the affected party makes reasonable efforts to correct the reason for such delay and gives to the other party prompt notice of any such delay.

APPLICABLE LAW AND FORUM

This Agreement will be governed by, and construed in accordance with the laws of Singapore.

The parties irrevocably and unconditionally agree that any suit, action or other legal proceeding arising out of this Agreement or the services or software provided by Vendor may be brought in the courts of record in Singapore. Each party consents to personal jurisdiction in each such courts in any such suit, action or proceeding and waives any objection concerning venue with respect to any suit, action or proceeding in any of such courts. EACH OF VENDOR AND USER HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SERVICES OR SOFTWARE PROVIDED BY THE VENDOR OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. VENDOR AND USER ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SEVERABILITY. In the event any provision of this Agreement is held to be illegal or unenforceable, such provision shall, if possible, be interpreted so as to be construed as valid, but in any event the remainder of this Agreement will continue in full force and effect. If a provision is held to be illegal or unenforceable, the parties agree to negotiate, in good faith, a legal and enforceable substitute provision which most nearly reflects the parties’ intent in entering into this Agreement. This Agreement shall bind the parties hereto, together with their respective affiliates, and shall inure to the benefit of the parties hereto and their respective permitted successors, assigns, affiliates, subsidiaries, trustees and parent companies.

ASSIGNMENT. You may not assign any of your rights or delegate any of your performance obligations under this Agreement without our prior written approval.

HEADINGS. The headings of the sections, subsections, and paragraphs of this Agreement are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

ENTIRE AGREEMENT. This Agreement, any Amendments to this Agreement entered into after the acceptance hereof and any other terms and conditions on the Site, including, without limitation, the Terms and Conditions, constitutes the entire agreement of the parties and supersedes all previous and contemporaneous communications, presentations, proposals, or agreements regarding the subject matter hereof. All of the terms and conditions of the Policies are incorporated herein by reference. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any other Policy, the terms and conditions which are more favorable to Lifetrack shall govern. User has caused this Agreement to be accepted by its duly authorized representative. We reserve the right to make changes to this Agreement at our sole and absolute discretion, and we may do so from time to time and without notice. Should we make material changes to this Agreement, we shall post a prominent notice on the Site, notify you of the applicable changes and/or publish those changes on the Site, and your continued use of the Site and the Lifetrack services shall constitute your acceptance of such changes and your agreement to be legally bound thereby. By choosing “Accept” I am attesting that I have read and agree to this Agreement.

All provisions herein shall survive any termination of this Agreement notwithstanding your and/or your company’s termination of subscription and/or license and/or services agreement with Vendor or Lifetrack.