End-User License Agreement (“EULA”) and Privacy Policy
(Version: February 27, 2019)

 

THE LEGAL AGREEMENTS SET OUT BELOW ARE BETWEEN YOU (“YOU” OR “YOUR”) AND LIFETRACK MEDICAL SYSTEMS INC. (“LIFETRACK” OR ‘WE” OR “US”) AND GOVERN YOUR USE OF THE LIFESYS. IF YOU RESIDE IN THE PHILIPPINES, YOU ARE ENTERING INTO AN AGREEMENT WITH LIFETRACK MEDICAL SYSTEMS INC. IF YOU RESIDE OUTSIDE THE PHILIPPINES, YOU ARE ENTERING INTO AN AGREEMENT WITH LIFETRACK MEDICAL SYSTEMS PRIVATE LTD.

 

PRODUCTS

For purposes of this EULA, “Products” means any or all of the following, as applicable: the LifeSys RIS PACS software (and its derivatives, whether accessed from the browser, installed, or downloaded) (the “Software”), www.LIFETRACKmed.com website (“Website”), and all other software, permissions, decision support, template, content, features, tools, provided by LIFETRACK which may include a hardware to support the proper transmission of data from your end to LIFETRACK.

 

GENERAL TERMS

By using the Product each time, you reaffirm your acceptance of the EULA and Privacy Policy. Please discontinue using the Product if you do not agree to the EULA and Privacy Policy, as stated herein.

By using the Product, you expressly represent and warrant that you are legally capable to accept and agree to the EULA and Privacy Policy and that you are at least eighteen (18) years old. Without limiting the generality of the foregoing, the Product is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship.

 

YOUR ACCOUNT

You confirm that all the information which you provide shall be true and accurate. Your use of the Product is for your own sole, personal use. You undertake not to authorize others to use your identity or username, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Product, you agree to comply with all applicable laws in your country while using the Product.

You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify LIFETRACK of any security breach of your Account. LIFETRACK shall not be responsible for any losses or damages arising out of the unauthorized use of your Account. You are solely responsible for your conduct and your data related to the Product.

You authorize LIFETRACK 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 your account.

 

EQUIPMENT

You are responsible for obtaining your own Internet access, such as maintaining all telephone, mobile plan, computer hardware and other equipment needed to use the Product. Any charges incurred by you to access LIFETRACK are your responsibility.

 

ACCEPTABLE USE

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.

 

INTELLECTUAL PROPERTY

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 or 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 Product or other networked computer environment) without the express written consent of LIFETRACK. As between you and LIFETRACK, any changes to, modifications to, or derivative works of the Product shall become the exclusive property of LIFETRACK.

 

ACCESS

You may access Products only through the interfaces and protocols provided or authorized by LIFETRACK. You agree that you will not access Product through unauthorized means. LIFETRACK may offer Product that limits the time, type of files, number of studies, storage space, or other features. You agree not to attempt to circumvent these limitations in any way. Also, certain features of the product may not be available in certain countries or regions. LIFETRACK makes no representation that the PRODUCT or certain features thereof shall be available for use in any particular location. To the extent you choose to use or access the Product in a particular location, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. LIFETRACK reserves the right to change, suspend, remove, or disable access to certain features of Product at any time without notice. In no event will LIFETRACK be liable for the removal of or disabling of access to such features of Product. LIFETRACK may also impose limits on the use of or
access of the features to Product, in any case, and without notice or liability.

You also agree not to introduce a virus, worm, Trojan horse, malware, or other harmful software code or similar files that may damage the operation of LIFETRACK or any other third party’s computer or property or information. You further agree not to use the Product in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that neither LIFETRACK nor its agents are in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Product.

You shall not use the Product in any manner that could damage, disable, overburden, or impair any LIFETRACK server, or any network connected to any LIFETRACK server or interfere with any other party’s use and enjoyment of the Product. You shall not attempt to gain unauthorized access to service, materials, other accounts, information, computer systems or networks connected to any LIFETRACK server or the Product, through hacking, password mining, or any other means.

 

LICENSE

The Product is licensed, not sold, and is available for use only under the terms of this EULA. LIFETRACK and its LIFETRACKs grant you a personal, non-exclusive, non-transferable, revocable right, limited license to access and use the Product. A single license for the Software does not allow you to share the Software or use it simultaneously on different computers or for others.

 

TYPES OF ACCOUNTS

LIFETRACK offers different types of Products with differing levels of offerings and features. LIFETRACK reserves the right, at any time, to change or impose fees for access to and use of the Product or features.

 

PAYMENT, REFUND POLICY

Your account will not be activated if your signup information is incomplete, incorrect or questionable. Your account will be billed the monthly fee on the same day of each month thereafter until canceled. All fees are due on or before the first day of each monthly billing period. Any losses or expenses experienced by you due to actions taken by LIFETRACK in response to your non-payment are not the responsibility of LIFETRACK. By purchasing the Product, you agree to allow LIFETRACK to place your account on a recurring payment plan and charge your credit card, as may be applicable, for any Products you request and any renewals thereof. If LIFETRACK is unable to process a payment for your plan by its due date, your account will be suspended for ten days or until payment is successfully processed. If an account has been suspended for non-payment, it will only be reactivated upon payment of all overdue fees. If

LIFETRACK is unable to process a payment for your plan within such 10-day period, your account will be immediately canceled. After cancellation, upon request, you will have access to your account for 14 days for the sole purpose of retrieving Patient Data. After cancellation or your 14-day access period, if any, LIFETRACK has no obligation provide you with a copy of your Patient Data and may remove and discard any backup data.

It is a violation of this EULA for you to misuse or fraudulently use credit and debit cards. A determination of such misuse or fraudulent use shall be at the sole discretion of LIFETRACK. All fees paid for Products are paid in whole month increments and are non-refundable. If you do not wish to continue purchasing Products from LIFETRACK, or do not wish to renew your account, it is your responsibility to cancel your account prior to your renewal date to avoid further charges. You are free to cancel your account at any time. Similarly, LIFETRACK reserves the right to cancel any account at any time, for any or no reason. You have ninety (90) days to dispute any charge or payment processed by LIFETRACK.

 

CHANGES TO THE PRODUCTS

LIFETRACK occasionally will provide automatic upgrades to the Product to improve your LIFETRACK experience, although these upgrades may not be consistent across all platform and devices. You agree to take no action to interfere with such automatic upgrades, scanning, and related services. LIFETRACK has the right at any time to change, modify, add to or discontinue or retire any aspect or feature of the Products including, but not limited to, the software, hours of availability, equipment needed for access or use, the maximum disk space that will be allotted on LIFETRACK servers on your behalf, or the availability of Products on any particular device or communications service. LIFETRACK has no obligation to provide you with notice of any such changes.

 

CONSENT TO ACCESS YOUR FILES

BY UTILIZING THE PRODUCT, YOU CONSENT TO ALLOW LIFETRACK TO ACCESS YOUR COMPUTER TO ACCESS ANY FILES THAT ARE TRANSFERRED TO THE SOFTWARE. BY TRANSFERRING FILES TO LIFETRACK, YOU CONSENT TO SHARE ACCESS TO THOSE FILES WITH LIFETRACK. FAIR USE LIFETRACK reserves the right to monitor your use of the Product and terminate or suspend accounts of users who violate this EULA or who LIFETRACK deems, in its sole discretion, to be “abusers.” Such users may be notified prior to suspension or termination of their accounts; however, LIFETRACK is not required to provide prior notice. Any failure by LIFETRACK to enforce this policy will not preclude it from enforcing this policy at any time in the future, whether for past or current violations.

 

COMPRESSION

LIFETRACK uses image compression, to process Patient Data transmitted by your use of the Product. The ratio meets and exceeds the quality generally accepted by industry standards. Nevertheless, LIFETRACK makes no warranty as to the quality of the images stored with the Products and recommends that only qualified licensed health care professionals make such judgments.

 

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL PRODUCT AND/OR HARDWARE 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 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 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, EXCEPT TO THE EXTENT THAT ANY SUCH LOSS RESULTS FROM BREACH OF THIS AGREEMENT OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LIFETRACK. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LIFETRACK DOES NOT WARRANT THAT ACCESS TO OR USE OF THE HARDWARE AND/OR THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT THE HARDWARE AND/OR SOFTWARE 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. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE SERVICES AGREEMENT, LIFETRACK EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, 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 LIFETRACK 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.

 

LIMITATION OF LIABILITY

IN NO EVENT SHALL LIFETRACK, ITS AFFILIATES, EMPLOYEES, DIRECTORS, SHAREHOLDERS, CONTRACTORS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER, UNLESS THE SOFTWARE MALFUNCTIONS/DEFECT OR BREACH OF WARRANTY IS DUE TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD ON THE PART OF THE LIFETRACK, REGARDLESS OF THE THEORY OF LAW, EQUITY OR LIABILITY, WHETHER CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS IF IT CAUSES LOSS OF DATA, ANY ERRORS IN OR THE USE OR INABILITY TO USE THE PRODUCTS, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS, DATA OR GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LIFETRACK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN ANY CASE, LIFETRACK’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES PAID BY YOU (IF ANY) TO LIFETRACK FOR THE PRODUCTS.

 

MODIFICATIONS TO THE EULA

The LIFETRACK reserves the right to modify, vary and change the EULA or its policies relating to it at any time as it deems fit. Such modifications, variations and or changes to the EULA or its policies shall be effective upon the posting of an updated version at www.LIFETRACKmed.com. This EULA shall likewise govern any upgrades provided by LIFETRACK that replace and supplement the original EULA unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

 

INDEMNIFICATION

You agree to defend, indemnify and hold harmless LIFETRACK and its respective officers, directors, employees, agents and representatives from and against any and all claims, actions, liabilities, costs or damages arising from or related to (i) any of your activities conducted in connection with the Products or (ii) your breach of this EULA.

 

TERMINATION

Upon termination of your use of the Product, you shall remove and destroy all copies of the Software, as applicable. All provisions in this EULA regarding the protection and ownership of LIFETRACK’s intellectual property, disclaimer of warranties, limitations of liability, governing law, indemnity and attorneys’ fees will survive such termination.

 

ASSIGNMENT

This Agreement as modified from time to time may not be assigned by you without the prior written approval of the LIFETRACK but may be assigned without your consent by the LIFETRACK. Any purported assignment by you in violation of this section shall be void.

 

SEVERABILITY

If any provision hereof is found invalid or unenforceable, the remainder of the Terms of Service shall remain valid and enforceable.

 

PRIVACY POLICY AND DATA SHARING

The LIFETRACK Privacy Policy governs the use of information acquired from you. This may be found at www.lifetrackmed.com. Both the Privacy Policy and Data Sharing Agreement are hereby incorporated into this EULA.