These Terms and Conditions apply to visitors to the https://astuteimaging.com website and any subdomains, and for customers these Terms and Conditions supplement and amend the Services Agreement between Customer and Astute Imaging, LLC related to Customer’s use of Astute Imaging, LLC website, products and systems (collectively, “Astute Imaging, LLC Products”), including but not limited to the https://astuteimaging.com website and subdomains, PEMS (Patient Evaluation & Management System™) and Preview® Treatment Planning Software. Both website visitors and Astute Imaging, LLC Customers are referred to as “Customers” throughout these Terms and Conditions agreement (“Terms and Conditions”).
HEALTH INFORMATION DISCLAIMER: The astuteimaging.com website and any related websites, medical or technology content, blogs, videos or other media (“Content”) is provided by Astute Imaging, LLC to educate users on health and medical issues and the products and services offered by Astute Imaging, LLC. None of the Content should be considered a substitute for medical advice, diagnosis or treatment. The website and Content do not constitute the practice of any medical, nursing or other professional health care advice, diagnosis or treatment. You should always consult a health care professional regarding your specific medical needs or questions. If you have or think you have a serious medical problem or condition, please contact a qualified health care professional immediately or call 911 for emergency medical help.
PROPRIETARY RIGHTS AND CONDITIONS: All rights, titles and interests including, but not limited to; copyright and other intellectual property rights in and to all Astute Imaging, LLC Products, including without limitation; the https://astuteimaging.com website and subdomains, mobile apps, programs, procedure forms and designs as well as the patents, trademarks, applications and other intellectual property associated therewith, are owned by Astute Imaging, LLC. None of the foregoing is a “work-made-for-hire”. Such rights are protected by United States copyright laws, other applicable copyright laws, and international treaty provisions. Astute Imaging, LLC retains all rights not expressly granted herein.
Customer shall not copy, modify, redistribute, sell, decompile, reverse engineer, or disassemble or otherwise tamper with any Astute Imaging, LLC Products. Astute Imaging, LLC Products, including any modified or customized versions, cannot be resold, redistributed, or offered as a service without explicit written permission from Astute Imaging, LLC.
Astute Imaging, LLC Trademarks: The Astute Imaging, LLC name, the terms “Astute Imaging” and all related names, logos, product and service names, designs, and slogans are trademarks of Astute Imaging, LLC or its affiliates or licensors. You must not use such marks without the prior written permission of Astute Imaging, LLC. All other names, brands, and marks are used for identification purposes only and are the trademarks of their respective owners.
LICENSES: Customer is hereby granted a limited, nontransferable license to access and use the Astute Imaging, LLC Products governed by Customer’s Services Agreement or as otherwise governed by these Terms and Conditions. You shall not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Astute Imaging, LLC, or its affiliates without express prior written consent. You shall not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express prior written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. This license does not grant any reseller privileges.
DISCLAIMER OF WARRANTIES: TO THE EXTENT ALLOWED BY LOCAL LAW, THE ASTUTE IMAGING, LLC PRODUCTS ARE PROVIDED TO CUSTOMER “AS IS” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. ASTUTE IMAGING, LLC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
LIMITATION OF LIABILITY: EXCEPT TO THE EXTENT PROHIBITED BY LOCAL LAW, IN NO EVENT WILL ASTUTE IMAGING, LLC, OR ITS EMPLOYEES, OWNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, OR SUBCONTRACTORS BE LIABLE FOR DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF ASTUTE IMAGING, LLC PRODUCTS, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. CUSTOMER’S USE OF ASTUTE IMAGING, LLC PRODUCTS IS ENTIRELY AT ITS OWN RISK.
INDEMNIFICATION: You agree to defend, indemnify and hold harmless Astute Imaging, LLC, its affiliates and licensors and their respective officers, governors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms and Conditions.
COMPLIANCE WITH LAW: Astute Imaging, LLC and Customer shall comply with all applicable laws. Each party represents and warrants to the other that to the best of its knowledge: (a) neither it nor any of its principals or affiliates are excluded from participation under any federal health care program, as defined under 42 U.S.C. § 1320a-7b(f); (b) neither party has arranged or contracted (by employment or otherwise) with any employee, contractor or agent that it or its affiliates know or should know are excluded from participation in any federal health care program; and (c) no final adverse action, as such term is defined under 42 U.S.C. § 1320a-7e(g), has occurred or is pending against it or its affiliates or to its knowledge against any employee, contractor or agent engaged to provide items or services under this Agreement; and, shall notify the other party of any event covered by (a) through (c) above or any basis therefore within seven (7) business days of its learning of any such event.
CONFIDENTIALITY: Astute Imaging, LLC shall comply with the terms and conditions of the Business Associate Agreement between the parties when applicable. Notwithstanding the foregoing, the parties agree that: Astute Imaging, LLC may make all uses and disclosures of HIPAA protected health information provided by Customer to Astute Imaging, LLC since the Effective Date of the Services Agreement (collectively, PHI) necessary to perform its obligations to Customer under the Services Agreement or pursuant to Customer’s written instructions, provided that such use or disclosure would not violate HIPAA if done by Customer. Customer further agrees that: (1) Astute Imaging, LLC may use PHI for the proper management and administration of Astute Imaging, LLC or to carry out the legal responsibilities of Astute Imaging, LLC; (2) unless specifically prohibited by the Services Agreement, Astute Imaging, LLC may de-identify PHI obtained from Customer or generated by Astute Imaging, LLC on Customer’s behalf and then use or disclose that de-identified information to compile or distribute statistical analyses, reports, or databases for Business Associate’s commercial purposes, (3) Astute Imaging, LLC may use and disclose PHI to create de-identified information and use and disclose the de-identified information for research or any other purpose provided that the de-identification conforms to HIPAA requirements, and (4) Astute Imaging, LLC may disclose PHI for the proper management and administration of Astute Imaging, LLC or to carry out the legal responsibilities of Astute Imaging, LLC, if (a) the disclosure is required by law; or (b)(1) Astute Imaging, LLC obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and (2) the person notifies Astute Imaging, LLC of any instances of which it is aware in which the confidentiality of the information has been breached. Astute Imaging, LLC may use and disclose PHI to provide data management services relating to the health care operations of the Customer as permitted by HIPAA.
DATA SECURITY: Customer must make every attempt to safeguard Customer’s data and other files while uploading or downloading it from Astute Imaging, LLC Products. Astute Imaging, LLC does not assume responsibility for loss of data or any other losses that result from updating or downloading Customer data.
THIRD PARTY LINKS. The Astute Imaging, LLC website and subdomains may contain links to the websites of third parties, including social media sites. Astute Imaging, LLC is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such website. Before accessing any third-party website or sharing content via a social site, Astute Imaging, LLC strongly recommends that you review and understand the terms and conditions and privacy policies of such third-party website. Any links to third-party websites do not constitute an endorsement by Astute Imaging, LLC of the third-party website, products, or services. Your use of third-party websites and resources is at your own risk.
APPLICABLE LAW: This agreement shall be governed by and construed in accordance with the laws of Delaware.
AMENDMENTS AND WAIVERS: No amendment or waiver shall be enforced unless in writing and signed by both parties.
GENERAL DISCLAIMER: Astute Imaging, LLC neither assumes nor accepts any liability for any loss, damage, theft, misuse, malfunction, etc. of Customer’s hardware or data or anything else that Customer may own regardless of the cause or reason for any such misfortune. These policies, terms, and conditions may be subject to change without notice.