This is a binding agreement ("Agreement") between Angle Eye Camera Systems, LLC and ("We",
"Us", or " Our") and you ("You" or "Your") which governs Your use of the Angel Eye Camera System and
all services ("Services") made available to You through the Angel Eye Camera System by Us, including
the Site. "Site" as used in this Agreement means the Angle Eye Camera Systems website, the content,
and the Services. Subject to the terms and conditions of this Agreement, we will provide you with the
Services utilized in connection Service(s).
1. Use. We hereby grant You a non-exclusive and non-transferable license for the term of this Agreement to use the Services. Your access to and use of the Services is subject to the terms and conditions of this Agreement and any other documentation necessary for Your use of the Services, and is permitted by Us solely for Your use and benefit; any other access or use is strictly prohibited.
2. User Access. You must register to use the Site and the Services. You may need to accept additional terms and conditions from the hospital before receiving access to the Site and Services. You are responsible for ensuring compliance with this Agreement, all acts or omissions by Users, and for any damages incurred as a result thereof. We may disable access to the Site and the Services by a User at any time in Our sole discretion if We have reason to believe that such User has violated the terms of its User Agreements or poses a security risk.
3. Security. You must have a user name and password to access and use the Services. Access to certain Services may require additional codes or authorization procedures. You are responsible for (1) maintaining the strict confidentiality of the user names, passwords and codes (collectively, " IDs") assigned to You, (2) any damages or losses that may be incurred or suffered as a result of Your failure to maintain the strict confidentiality of the IDs, and (3) promptly informing Us in writing of any need to deactivate an ID or family member. We are not liable for any harm related to the theft of Your IDs, Your disclosure of Your IDs, or Your authorization to allow another person or entity to access and use the Services using Your IDs. You agree to immediately notify Us of any unauthorized use of Your IDs.
4. Confidential Data. The Services enable You to access certain information through the use of the Site and other hardware and software components of the Services (the "Data"). The Data includes confidential information of patients. State and Federal laws, as well as ethical and licensure requirements, may impose obligations with respect to patient confidentiality and other obligations that may limit the right of physicians, health care providers, and persons acting on their behalf to make use of the Services or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, and disclosure of the Data, and as between Us and You, it is solely your responsibility to cause all persons or entities under Your direction or control to comply with such laws. You agree that We, the hospitals, and all other persons or entities involved in the operation of Services, have the right to monitor, retrieve, store and use Data in connection with the operation of the Services. WE DO NOT ASSUME ANY RESPONSIBILITY FOR, WARRANT, GUARANTEE OR VERIFY THE ACCURACY OR RELIABILITY OF THE DATA. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY SUCH REQUIREMENTS OR YOUR USE OR MISUSE OF DATA TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SERVICES. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY LAW. 4849-3945-2964.1
5. Product Information. You agree that data formats, access methods and other information and materials used in implementing or providing the Services ("Product Information") may contain Our confidential and trade secret information. During the term of this Agreement and for a period of three (3) years following the termination of this Agreement (except that, with respect to trade secrets, for so long as such information shall remain a trade secret), You agree to (1) maintain the confidentiality of the Product Information; (2) use the Product Information solely for the purposes of using the Services; (3) prevent the disclosure or use of the Product Information to or by any third party except with Our prior written consent; and (4) make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer the Services or Product Information, or copy, modify, transfer or to prepare any derivative works from the Product Information.
6. Our Role in Legal Compliance. We agree to perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations. Nothing in this Agreement shall prohibit Us from using or disclosing data from which information personally identifying individuals has been removed as required by law.
7. Medical Information. The Services and Site are for supplemental and informational purposes only and is not a substitute for the professional knowledge and judgment of a health care professional in diagnosing and treating patients. WE DO NOT ASSUME ANY RESPONSIBILITY FOR, WARRANT, GUARANTEE OR VERIFY THE ACCURACY OR RELIABILITY OF THE DATA, THE SERVICES, OR THE SITE. WE DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR ACTIONS THAT MAY RESULT IN ANY LIABILITY OR DAMAGES DUE TO MALPRACTICE, FAILURE TO WARN, MEDICAL NEGLIGENCE, OR ANY OTHER SIMILAR BASIS. We do not give medical advice, nor do We provide medical or diagnostic services. Your reliance upon the Data, the Services, and the Site is solely at Your own risk.
8. Support and Equipment. We will provide reasonable ongoing technical support through telephone consultations with respect to the Services, and shall provide a local or toll-free telephone number for access to technical support for this purpose.
9. Secured Transmissions. The Services employ encryption to reduce the probability of an unauthorized interception of Data transmitted using the Services. You must use a browser that supports this encryption technology in order to access the Services. It is Your responsibility not to send Data to any recipient to whom transmission of such information will violate applicable law or otherwise be inappropriate. YOU ACKNOWLEDGE AND AGREE THAT THE TRANSMISSION OF DATA OUTSIDE OF THE SERVICES MAY NOT BE SECURE. In addition, You also acknowledge and agree that the encryption employed, as with any encryption, may not be sufficient for preventing the unauthorized disclosure of any information and We shall not be responsible for any such insufficiency.
10. Intellectual Property Ownership. You agree that We own all worldwide rights, titles and interests in and to the Services and the Site and all intellectual property rights therein. To facilitate Your access to and use of Our Services or portions thereof, We may make certain software available to You. If We hereby grant to You a non-exclusive, royalty-free license to access the Site only during the term of this Agreement and solely as required to use the Services. We reserve all rights not expressly granted in this Agreement. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise are conveyed or intended by this Agreement. Subject to Our obligations to comply with all applicable 4849-3945-2964.1
laws, including, without limitation, laws relating to privacy, You hereby grant to Us a non-exclusive, worldwide, royalty-free, perpetual license, with right to sublicense, to reproduce, distribute, transmit, and create derivative works of, any Data, materials and other information You submit to the Services by all means and in any media now known or hereafter developed for any use or purpose for the purpose of providing the Services to You.
11. Limitations on Warranties and Damages. WE PROVIDE THE SERVICES TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. YOU USE THEM AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY DATA OR OTHER INFORMATION IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SERVICES (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS COMPLETELY SECURE. UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE OR THE SERVICES, OR RELIANCE ON THE CONTENT OR DATA, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS PROVISION, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
12. General Limitations. YOU ACKNOWLEDGE THAT THE SITE AND THE SERVICES ARE MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF THE NETWORK. SERVICE MAY BE TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF AMONG OTHER THINGS: (i) HOSPITAL FACILITIES LIMITATIONS; (ii) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC, TERRAIN, OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, AND OTHER CAUSES REASONABLY OUTSIDE OF OUR CONTROL; OR (iii) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF THE SERVICES AND/OR THE SITE. CONNECTIONS MAY BE INVOLUNTARILY DISCONNECTED FOR A VARIETY OF REASONS, INCLUDING, WITHOUT LIMITATION, ATMOSPHERIC CONDITIONS OR GAPS IN COVERAGE WITHIN A SERVICE AREA. WE SHALL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION RELATED TO EQUIPMENT OR SYSTEMS USED IN CONNECTION WITH THE SERVICES THAT WERE NOT PROVIDED BY US.
13. Indemnity. You agree to defend, indemnify and hold Us harmless against any losses, expenses, costs or damages (including Our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of the terms of this Agreement, (2) Your unauthorized or unlawful use of the Services, and (3) the unauthorized or unlawful use of the Services by any other person using Your IDs.
14. Entire Agreement. This Agreement contains the entire agreement between You and Us relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. This Agreement may not be amended except pursuant to a writing signed by an authorized officer of each party. 4849-3945-2964.1
15. Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Arkansas without giving effect to any principles of conflicts of law. Exclusive jurisdiction for any dispute with Us, or in any way relating to Your access or use of the Services, resides in the courts of the State of Arkansas. You agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Arkansas in connection with any such dispute.
16. Other. We may assign this Agreement, in whole or in part, in Our sole discretion. You may not assign Your rights under this Agreement without Our prior written permission. Any attempt by You to assign Your rights under this Agreement without Our permission shall be void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. The waiver by Us of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. 4849-3945-2964.1