1. DISCLAIMER: as with any artificial intelligence system, the Zebra Image Analytics System does not guarantee identification of clinical conditions with no false positives and/or false negatives. It does not replace the function of the radiologist and does not relieve him from responsibility to the accuracy of his final report, but rather augments the radiologist’s capabilities and facilitates his work.
  2. LIMITED LICENSE. Zebra grants to Customer and Customer accepts, subject to and on the terms set forth herein, during the term of this Agreement, a non-exclusive, non-transferable and non-sub licensable license (“License”), to use the Platform as a Hosted Service, solely at Customer Site, for its internal business purposes of analyzing Customer Data. During the term of this Agreement, the parties may add additional Customer Sites to this Agreement by mutual consent. Customer agrees that the Platform shall be operated by qualified personnel in a safe and reasonable manner in accordance with the Specification and Documentation and consistent with the purposes for which the Platform and related equipment is intended and in compliance with applicable standards. The License may only be used by Authorized Users.
  3. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the License is subject to the following provisions. Customer shall not, and shall not permit any third party to: (i) sell, rent, lease, lend, distribute, or sublicense the Software to any third party except if and to the extent as expressly permitted under this Agreement. Customer shall not permit any third party to access the Software or Documentation or any portion thereof, except to Customer authorized employees and agents working on behalf of Customer in accordance with the terms of this Agreement. Customer remains responsible and liable to Zebra for the acts and omissions of such parties. In no event will Customer distribute copies of the Software, Documentation, or any portion thereof, to any third party; (ii) modify, adapt, alter, translate, create derivative works from, copy (except for a sole copy made for internal backup purposes) or otherwise use the Software or Documentation, except as expressly permitted in this Agreement; (iii) decompile, disassemble, reverse engineer, translate or convert the Software, or apply any design, procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Software or any of its content or any trade secret information or process contained in the Software (except to the extent such restrictions are prohibited by law); (iv) modify or remove any copyright or other proprietary rights notices in or on the Software or Documentation; (v) publicly display or publicly communicate the results of internal performance testing or other benchmarking or performance evaluation of the Software.
  4. Zebra shall use all reasonable efforts to maintain the availability of the Platform to Customer, but does not guarantee 100% availability.
  5. Notwithstanding, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
    1. a Force Majeure Event;
    2. a fault or failure of the Internet or any public telecommunications network;
    3. a fault or failure of Customer’s computer systems or networks;
    4. a fault or failure of Customer’s computer systems or networks;
    5. any breach by Customer of this Agreement; and
    6. Scheduled maintenance carried out in accordance with this Agreement.
  6. Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of its availability or accessibility.
  7. Customer must not use the Platform:
    1. In any way that is unlawful, illegal, fraudulent or harmful, or
    2. In connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
  8. Customer has no right to access the software code, including object code, intermediate code and source code of the Platform, either during or after the term of this Agreement. Customer agrees to notify Zebra immediately of any unauthorized possession, use or knowledge of the Software or any Component. Customer shall promptly furnish Zebra with full details of such possession, use or knowledge, shall assist in preventing any recurrence thereof, and shall cooperate with Zebra in any litigation or other proceedings deemed necessary by Zebra to protect the proprietary rights of Zebra. Customer shall treat the ideas and expressions contained in the Software as trade secrets, proprietary, confidential and belonging solely to Zebra and shall not, without prior written permission of Zebra, copy or duplicate any physical embodiments of the Software.
  9. Zebra may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to Zebra under this Agreement is overdue, and Zebra has given to the Customer at least thirty (30) days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.