End User License Agreement (EULA)

-- PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS CONTENT AND INITIAL USE --

This End User License Agreement (“EULA”) is a legal agreement between you, whether an individual or a single entity (Authorized User) and InveniQA LLC, which may include associated software components, media, printed materials (“InveniQA PRODUCT”). This End-User License Agreement (“License Agreement”) is an agreement for access to and use of content and programs made available to you through the InveniQA website (“Site”) and their third-party providers. If you do not agree to the terms of this EULA, YOU MAY NOT VIEW, ACCESS OR USE THE InveniQA PRODUCT. The InveniQA PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The InveniQA PRODUCT may be licensed by subscription, not sold.

1. GRANT OF LIMITED LICENSE.
As the terms and conditions of this License Agreement define, InveniQA hereby grants you as an Authorized User a non-transferable, non-exclusive, limited, personal license to access and view the InveniQA PRODUCT provided on the Website.

Payment Terms.
You agree to pay all applicable, undisputed fees for the PRODUCT on the terms set forth on the invoice. You are responsible for providing to us accurate and current billing, contact and payment information. You agree that we may take steps to verify whether your payment method is valid, charge your payment card or bill you for all amounts due for your use of the PRODUCT, and automatically update your payment card information using software designed to do so in the event your payment card on file is no longer valid. You agree that your credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. We may suspend or terminate your subscription at any time we determine your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment. We reserve the right to update the price for services at any time after your Initial Term, and price changes will be effective as of your next billing cycle. We will notify you of any price changes 30 days in advance by publishing on our website, emailing, quoting or invoicing you. Should you decide to cancel your subscription, you may do so at any time and your account will terminate at the end of the period. You may reinstate by reactivation of your account with no penalty. There are NO REFUNDS upon termination for any amount or for any reason whatsoever.


2. DESCRIPTION OF OTHER RIGHTS.

(a) Ownership and Intellectual Property Rights.
With access to the Site, you acknowledge InveniQA and its licensors (“InveniQA Licensors”) that provide content and programs are the owners of all rights, title and interest in and to the InveniQA Content, including but not limited to, all modifications, updates, and other derivative works thereof and all copyright and other intellectual property rights related thereto. Except for the limited rights granted by this EULA, you hereby agree that you shall not at any time dispute, challenge or contend, directly or indirectly, InveniQA’s or InveniQA Licensors’ right, title, and interest in and to the InveniQA Content, or assist others to do so.

(b) Copyright or Trademark.
You must not remove or alter any copyright or trademark notices of InveniQA, its Licensors, or its third-party content providers and must acknowledge the use of the content source at any time it is referenced by you in writing or verbal communications.

(c) Distribution.
You may not distribute copies of the InveniQA PRODUCT to third parties. You may view the InveniQA Content contained on the Site solely for your own personal purposes. You may not create any derivative works for any part of the InveniQA Content for any reason.

(d) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the InveniQA PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(e) Rental or Commercial Purpose.
You may not rent, lease, or lend your access to the InveniQA PRODUCT. Each User must agree to the InveniQA EULA independently. You may not use InveniQA Content for any commercial purpose.

(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the InveniQA PRODUCT.


3. TERMINATION.
Without prejudice to any other rights, InveniQA may terminate this EULA if you fail to comply with the terms and conditions of this EULA for access to the InveniQA PRODUCT on the InveniQA Site.

4. COPYRIGHT.
You acknowledge all right, title, and interest, including but not limited to copyrights and trademarks, in and to the InveniQA PRODUCT including those owned by InveniQA or its Licensors. All title and intellectual property rights in and to the content which may be accessed through use of the InveniQA PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you only rights to access and view such content. All rights not expressly granted are reserved by InveniQA.

5. THIRD PARTY CONTENT.
The Site may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers, or other information made available by third parties such as content providers and other users of the Sites are those of the respective third party and not of InveniQA or its affiliates. InveniQA makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third-party materials, information, services, or products.

6. NO WARRANTIES.
InveniQA expressly disclaims any warranty for the InveniQA PRODUCT. The InveniQA PRODUCT is provided 'As Is' by InveniQA or its Licensors without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. InveniQA does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the InveniQA PRODUCT. InveniQA makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, or other such malicious computer program. InveniQA further expressly disclaims any warranty or representation to Authorized Users or to any third party. Every effort has been made to ensure the information provided by INVENIQA and its third-party content providers is accurate, current, and complete, but no guarantee is made to that effect. In addition, the information contained herein may be time sensitive. Appropriate Use Criteria content has been compiled for use by the CMS certified Provider Led Entities (PLE) Sage Evidence-based Medicine & Practice Institute (SEMPI) and the American College of Cardiology (ACC). Each page on the InveniQA Site for online access will have the following material identifying the intellectual property rights of the InveniQA PRODUCT: © 2019 InveniQA, SEMPI © 2019 Sage Evidence-based Medicine & Practice Institute, ACC © 2020 American College of Cardiology Foundation. The information contained herein is not intended to cover all possible uses, directions, precautions, warnings, allergic reactions, or adverse effects. Clinicians must at all times use their independent medical or professional judgment.

7. LIMITATION OF LIABILITY.
In no event shall InveniQA, InveniQA Licensors, and/or any third-party content providers be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the InveniQA PRODUCT, including any of its associated software components, media, printed materials, and other materials, information, products, and services provide by third parties, even if InveniQA, InveniQA Licensors, and/or any third-party content providers have been advised of the possibility of such damages. In no event will InveniQA be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Neither InveniQA, InveniQA Licensors, nor any third-party content providers shall have any liability with respect to the content of the InveniQA PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. The InveniQA PRODUCT does not diagnose patients or recommend therapy. The InveniQA PRODUCT provides an informational resource designed to assist licensed healthcare practitioners in diagnosing their patients by aiding in the selection of the most appropriate imaging based on information provided by the licensed healthcare practitioner and/or to serve end-users viewing the InveniQA PRODUCT as a supplement to, and not a substitute for, the expertise, skill, knowledge and judgment of healthcare practitioners. Healthcare practitioners should use their professional judgment in using the information provided. The absence of a warning for a given procedure or combination of procedures in no way should be construed to indicate that the procedure is effective or appropriate for any given patient. InveniQA and its Licensors or affiliates do not assume any responsibility for any aspect of healthcare administered with the aid of information that the InveniQA PRODUCT provides.

8. REGISTRATION.
To access the InveniQA PRODUCT, you are required to register. You agree to provide InveniQA with accurate, complete registration information and you must inform InveniQA of any changes to that information before any subsequent access or use of the InveniQA PRODUCT. Each registration is for a single person only based on the Ordering Provider’s National Provider Identifier (NPI). You agree not to permit (a) any other person not directly under your supervision to use the Site under your name; or (b) any other entity to access the Site through your User credentials. You are responsible for preventing such unauthorized use.

9. GOVERNMENT LICENSES: RESTRICTED RIGHTS LEGEND.
In the event the InveniQA PRODUCT is licensed to the United States Government for access and use, U.S. Government Rights: Licensee agrees that the Licensed Software and Documentation is "commercial computer software" or "commercial computer software documentation" or “commercial technical data and/or computer databases” and that, absent a written agreement with Licensor to the contrary, Licensee’s rights with respect to such Licensed Software or Documentation are Restricted Rights, as defined in FAR §52.227.19, and if for Department of Defense use, limited by the terms of this License, pursuant to DFARS §227.7202. Licensee’s rights to use, modify, reproduce, release, perform, display, or disclose, these technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation are subject to the Limited Rights restrictions of DFARS §252.227- 7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS §227.7202- 1(a) (June 1995) and DFARS §227.7202-3(a) (June 1995), as applicable for Department of Defense procurements and the Limited Rights restrictions of FAR §52.227-14 (December 2007) and/or subject to the Restricted Rights provisions of FAR §52.227-14 (December 2007) and FAR §52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements. Notwithstanding anything herein to the contrary, the parties agree that the restricted rights use restrictions of 52.227 that pertain to computer software as defined therein are applicable to the Licensed Software hereunder, and the limited rights use restrictions that pertain to computer software documentation as defined therein apply to documentation hereunder. Specifically, the parties agree that all software and technical data is and has been privately developed at the expense of Licensor and/or its third-party Licensors.

10. APPLICABLE LAWS.
This Agreement is governed by the laws of the United States, including patent and copyright laws, and (to the extent not preempted by U.S. law) by the laws of the State of Colorado. Any claim arising out of this License Agreement will be brought in a forum prescribed by applicable Federal law.