This Agreement (“Agreement”) sets forth the terms and conditions upon which you may use the Digital Intern Web Demonstration Tools, related services, and all updates, enhancements and upgrades (collectively, “Demo Tools”). The Demo Tools are created and maintained by Integrated Vital Medical Dynamics, LLC, a Wisconsin limited liability company (“iVMD”).
PLEASE READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY BEFORE USING THE DEMO TOOLS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT DO NOT USE THE DEMO TOOLS. THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT iVMD’s LIABILITY TO YOU. BY USING THE DEMO TOOLS YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THE PROVISIONS, DISCLOSURES, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE FAIR AND REASONABLE, AND YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THIS AGREEMENT IS VOLUNTARY AND IS NOT THE RESULT OF FRAUD, DURESS, OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTINITY.
The terms of this Agreement will govern the Demo Tools and any updates, enhancements, and upgrades that replace and/or supplement the original Demo Tools, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. You agree to comply with all terms, conditions, and restrictions set forth in this Agreement. You acknowledge that any use of the Demo Tools not in compliance with this Agreement is prohibited and may be prosecuted to the full extent of the law. By using the Demo Tools, you represent and warrant that you are at least 18 years old.
- Reverse Engineering. Except as expressly set forth in this Agreement, you agree not to reverse engineer, de-compile, disassemble, alter, duplicate, modify, create derivative works from, distribute, or make copies of the Demo Tools, in whole or in part. You agree not to develop, sell, or distribute applications that are capable of launching, being launched from, or are otherwise integrated with, the Demo Tools or content accessed through the Demo Tools without iVMD’s express written permission.
- Demonstration Purpose. The Demo Tools are for demonstration only. You agree not to enter, use, transmit, access, or communicate any information or data that is protected under the Health Insurance Portability and Accountability Act of 1996 as modified by the Health Information Technology for Economic and Clinical Health Act and all rules, regulations, and related laws and acts promulgated under and in connection therewith (collectively “HIPAA”), under similar more stringent state laws, or under a contractual or fiduciary relationship. You agree not to use the Demo Tools in connection with your provision of medical care to patients, yourself, or anyone else.
- Further Restrictions. You further agree to not use the Demo Tools to do the following:
- Infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
- Transmit or communicate any data that contains software viruses or any other computer code, files, web addresses, or programs designed, intended, or likely to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment;
- Interfere with, disrupt, or circumvent the Demo Tools;
- Intentionally or unintentionally violate any applicable local, state, national, or international law;
- Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
- Use the Demo Tools while driving;
- Endanger yourself or others;
- If you are a practicing medical professional, impair your ability to provide medical treatment at the standard of care (without using the Demo Tools which, as stated elsewhere in the Agreement, are not intended for use in provision of medical treatment).
- Export Restrictions. The Demo Tools may be subject to United States Export laws, rules and regulations, as amended from time to time. No software or property (including, but not limited to, code, images, or screenshots) from the Demo Tools may be downloaded or exported into (or to a national or resident of) any country to which the United States has embargoed goods or otherwise restricts exports to or to anyone on the United States Treasurey Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders or any similar lists designated by the United States government. By accessing or using the Demo Tools you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
- Medical Advice and Treatment. The Demo Tools do not provide medical advice, diagnosis, or treatment. Recommendations displayed in the Demo Tools are only intended to demonstrate the type of information available when using iVMD’s Digital Intern tools for hospitals or organ procurement organizations. You agree you will not use these Demo Tools in conjunction with the practice of medicine including medical practice that is illegal, unauthorized, or unlicensed. If you are a medical professional, you acknowledge that you will continue to rely on your own training, experience, and judgment when treating patients.
- Patient Data. The Demo Tools are not intended to store data related to patients or patient care. As the Demo Tools are not to be used in conjunction with the practice of medicine, only data pertaining to training scenarios should be entered, not data pertaining to any real patients or humans. You acknowledge and agree that the Demo Tools are not designed to secure patient data and you will not enter any such data.
- Trademarks, service marks, graphics and logos used in connection with the Demo Tools are the trademarks of their owners. iVMDTM, Digital InternTM,and the trademarks related to the Demo Tools are trademarks of iVMD and/ or its owners. You are not granted any right or license with respect to any of the trademarks mentioned above and any use of such trademarks.
- Copyright Infringement. iVMD respects copyright and other laws. iVMD requires all Demo Tools users to comply with copyright and other laws. iVMD does not, by the supply of the Demo Tools, authorize you to infringe the copyright or other rights of iVMD or third parties. As a condition to use the Demo Tools, you agree that you must not use the Demo Tools to infringe upon the intellectual property or other rights of iVMD or others in any way. The unauthorized reproduction, distribution, modification, public display, communication to the public or public performance of copyrighted works is an infringement of copyright. You are entirely responsible for your conduct and for ensuring that it complies with all applicable copyright and data-protection laws. In the event you fail to comply with laws regarding copyrights or other intellectual property rights, data protection and privacy, you may be exposed to civil and criminal liability, including possible fines and jail time.
- Ownership and Title. All title to and the rights in the Demo Tools, including ownership or licensing rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, service marks, domain names, trade dress, trade secrets, iVMD’s or third party other technology, and derivatives of and all goodwill associated with the foregoing is the exclusive property of iVMD and/ or third parties.
- Representations and Warranties. In addition to the other representations and warranties contained in this Agreement, you further represent, warrant, and covenant to iVMD the following:
- This Agreement has been duly and validly authorized, accepted, agreed to, and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with this Agreement. You represent that you have full power, capacity and authority to enter into this Agreement. If you are accepting on behalf of your employer or an entity, you represent that you have full legal authority to bind your employer or such entity to this Agreement; and
- The performance by you of this Agreement and your use of the Demo Tools does not and will not conflict with or violate (1) any law, rule, regulation, order, judgement, decree, agreement, instrument, ethical standard, or obligation applicable to you, and (2) if you are an entity, any provision of your organizational or governing documents.
- Disclaimer of Warranties. THE Demo Tools AND ANY THIRD PARTY TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, iVMD, ITS LICENSORS, AND SUPPLIERS MAKE NO WARRANTY, REPRESENTATION, OR GUARANTY:
- AS TO THE SEQUENCE, ACCURACY, TIMELINESS, RELEVANCE, OR COMPLETENESS OF THE DEMO TOOLS;
- AS TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE DEMO TOOLS REGARDING TREATMENT OF MEDICAL CONDITIONS, ACTIONS, DIAGNOSES, PROCEDURES, APPLICATION OF MEDICATION, OR OTHER PROVISION OF HEALTHCARE SERVICES
- THAT THE Demo Tools MAY BE RELIED UPON FOR ANY REASON, THAT THE USE OF THE DEMO TOOLS WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, YOUR USE OF THE DEMO TOOLS, AND ANY THIRD PARTY TECHNOLOGY IS AT YOUR OWN RISK. iVMD DOES NOT WARRANT THAT DEMO TOOLS OR THIRD PARTY TECHNOLOGY WILL MEET YOUR SPECIFC REQUIREMENTS. TO THE EXTENT THAT iVMD MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
- Limitation of Liability. EXCEPT WHERE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL iVMD BE LIABLE TO YOU OR ANY OTHER PERSON FOR DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR LOSSES OR LOST PROFITS IN CONNECTION WITH THE DEMO TOOLS OR OTHERWISE RELATED TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. iVMD WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF CIRCUMSTANCES BEYOND ITS CONTROL, WHICH CIRCUMSTANCES INCLUDE NATURAL DISASTER, TERRORISM, THIRD PARTY LABOR DISPUTES, WAR DECLARATIONS OF GOVERNMENTS, TRANSPORTATION DELAYS, FAILURE OF HARDWARE, EQUIPMENT, OR TELECOMMUNICATIONS FAILURE. iVMD WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF MISUSE OF THE DEMO TOOLS BY YOU OR ANY OTHER PERSON. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IN THE EVENT THAT ANY EXCLUSIVE REMEDY PROVIDED HAS FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, IN NO EVENT WILL iVMD BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY USE OR MISUSE OF ANY THIRD PARTY TECHNOLOGY. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. IN NO EVEN SHALL THE LIABILITY OF iVMD FOR ANY LOSS RELATED TO USE OR INABILITY TO USE THE DEMO TOOLS EXCEED $2.00 U.S.
- Indemnification. YOU WILL INDEMNIFY, DEFEND, AND HOLD INDEMNITEES (AS DEFINED BELOW) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING FROM OR ATTRIBUTABLE TO (1) YOUR BREACH OF ANY OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS, OR OTHER AGREEMENTS MADE UNDER THIS AGREEMENT; (2) ANY CLAIMS BY OR DISPUTES RELATED TO YOUR USE OF THE DEMO TOOLS; (3) ANY CONTENT YOU PROVIDE TO THE DEMO TOOLS OR OTHERWISE TRANSMIT USING THE Demo Tools; AND (4) BREACH OF CONFIDENTIALITY RELATED TO YOUR USE OF THE DEMO TOOLS.
- The indemnitee will give you written notice of any Claim for which indemnification is sought. However, failure to provide such notice will not relieve you from your liability or obligations under this Agreement, except to the extent you are materially prejudiced as a direct result of such failure. The Indemnitee will cooperate with you at your expense in connection with the defense and settlement of the Claim. You may not settle any indemnified Claim in a manner that adversely affects the Indemnitee without its prior written consent. Further, the Indemnitee may participate in the defense of the Claim through counsel of its own choosing at its own cost and expense. If you fail to promptly assume the defense and employ counsel reasonably satisfactory to Indemnitee, or the Indemnitee has been advised by counsel that there exist actual or potential conflicting interests between you or your counsel and such Indemnitee, the Indemnitee may employ separate counsel, in addition to local counsel, to represent or defend such Indemnitee in such action or proceeding, and you agree to pay the fees and disbursements of such separate counsel as incurred. To the extent indemnification requires the payment of monies owed, such indemnification will occur as soon as reasonably possible after the determination of monies owed, and payment to the Indemnitee will be made within 30 days of a final determination of monies owed. Your obligations under this Section are in addition to any rights that any Indemnitee may have at common law or otherwise.
- Defined Terms. “Claim means each and every claim, request, accusation, allegation, assertion, complaint, petition, demand, suit, action, proceeding, and cause of action of every kind and description. “Indemnitee” means iVMD, its affiliates, and its and their respective officers, directors, shareholders, managers, members, agents, employees, representatives, successors, and assigns. “Loss” means each and every liability, loss, damage, and injury (including injury or damage to any property right, and injury, damage, or death to any Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation, expenditure and disbursement of any kind or nature (including all fees, costs, and expenses of investigation, travel expenses, and value of time expended by personnel), settlement, fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorney’s fees) incident to any of the foregoing.
- Term. Unless otherwise terminated by iVMD as provided for in this Agreement, this Agreement will remain in effect for so long as you make use of the Demo Tools.
- Termination. iVMD may, in its sole discretion and without prior notice, terminate your access to the Demo Tools for violations of this Agreement or other Agreements or guidelines, which may be associated with your use of the Demo Tools, or if iVMD deems it necessary in its sole discretion. In any such event, you must destroy all copies of the Demo Tools and all of its component parts. Failure to abide by this Agreement is a material breach of this Agreement for which iVMD may pursue all rights and remedies it has pursuant to this Agreement, and any other rights and remedies it may have at law or in equity. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice and will cause irreparable harm to iVMD, for which monetary damages would be inadequate, and you consent to iVMD obtaining any injunctive or equitable relief that iVMD deems necessary or appropriate in such circumstances without the need to post a bond or satisfy any similar requirements. These remedies are in addition to any other remedies iVMD may have at law or in equity.
- General Provisions.
- This Agreement and any rights or obligations in this Agreement will not be assigned by you without the prior written consent of iVMD. Any attempt to assign or transfer this Agreement other than in accordance with this provision will be null and void. Subject to the forgoing, this Agreement and its terms and provisions inure to the benefit of and are binding upon the parties and their respective successors, heirs, personal representatives, and assigns.
- Governing Law. You agree that all matters relating to you access to or use of the Demo Tools, including all disputes, will be governed by the laws of the United States and by the laws of the State of Wisconsin without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Dane County, Wisconsin and waive any objection to such jurisdiction or venue.
- Waiver of Trial by Jury. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
- All notices, requests, or consents sent to iVMD that are required or permitted under this Agreement must be in writing (including electronic form) and must be delivered to the address designated below in a notice served in the manner provided for below. Each notice, request, consent, or other communication will be given and will be effective: (1) if delivered by hand when so delivered; (2) if delivered by nationally recognized courier service or sent by United States Express Mail, upon confirmation of delivery; (3) if delivered by certified or registered mail, on the third following day after deposit with the Units States Postal Service; or (4) if delivered by email, upon confirmation of receipt by the other party in writing by return email.
1002 Deming Way Ste 110
Madison, WI 53717
- Captions and Heading. The captions and headings of this Agreement are inserted for reference and convenience and do not define, limit, or describe the scope or intent of this Agreement or any particular section, paragraph, or provision of this Agreement. Unless otherwise expressly provided, the words “includes”, “included” or “including” do not limit the preceding words or terms.
- The failure or delay of iVMD to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision.
- All provisions which must survive in order to give effect to their meaning will survive any expiration or termination of this Agreement, including without limitation, all of your representations, warranties, and indemnification obligations, which will survive any expiration or termination of this Agreement indefinitely.