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License and Terms of Use

PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE "I ACCEPT" CHECKBOX BELOW. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. YOU MAY NOT PARTICIPATE IN THE ULTRASOUND CREDENTIALING PORTAL UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE.

YOU MAY PRINT THE WEB PAGE CONTAINING THIS LICENSE OR SAVE IT AS A FILE ON YOUR COMPUTER.

This Agreement is between you, the Physician ("Physician") and eHealthConx, LLC ("EHC"). EHC agrees to provide Physician with access to those portions of the EHC Web site restricted only to those persons who have assented to the terms of this Agreement. Physician agrees to pay the Subscription Price to EHC according to the terms of this Agreement.

1. Definitions.

1.1 "EHC Web site" means the Web site located at http://www.portal-us.com

1.2 "EHC Subscription Web site" means that portion of the EHC Web site which is restricted to the use of subscribing Physicians.

1.3 "Software Application" means the educational software application which enables emergency physicians to securely submit ultrasound exam folders over the Internet to receive review and quality assurance feedback from qualified ultrasound professionals and physicians who specialize in training other physicians to use mobile ultrasound.

1.4 "Acceptance" means that the Physician has accepted the terms of this Agreement and has manifested said acceptance by clicking on the "I ACCEPT" checkbox at the bottom of this Agreement.

1.5 "Subscription Price" is the payment which Physician agrees to pay to EHC for access to the Software Application.

1.6 "User Name" means the name by which the Physician shall provide, along with the Password, to EHC which allows Physician to gain access to the EHC Subscription Web site.

1.7 "Password" means the password by which the Physician shall provide, along with the User Name, to EHC which allows Physician to gain access to the EHC Subscription Web site.

2. EHC's Duties.

2.1 Privacy of Physician's Information. EHC shall not disclose to third parties any personal information which Physicians forward to EHC through use of the Software Application. The information which the Physician forwards to EHC through the use of the Software Application shall be used solely by EHC for the purposes of providing review and quality assurance feedback, or for notifying Physician of any future information pertaining to the Software Application, such as upgrade information.

2.2 HIPAA. EHC acknowledges that in the course of providing review and quality assurance feedback, it may be provided with access to personal health information ("PHI") of patients of Physician. EHC shall not use, disclose, sell or rent such PHI to any third party or parties without the prior express written approval of such patient. EHC shall use appropriate safeguards to prevent unauthorized use or disclosure of PHI. EHC has properly trained its employees who have access to PHI to comply with the requirements of this Agreement ad applicable Federal laws and regulations, and has implemented reasonable and appropriate administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of PHI. In the event that EHC, in the course of the performance of this Agreement, discloses PHI to any subcontractor, EHC shall obtain from such subcontractor the same representations and warranties that are provided in this Agreement with respect to PHI.

2.3 Access to Software Application. EHC shall allow Physician to access the Software Application after the Physician has (1) indicated Acceptance of this Agreement, (2) has properly filled out all registration information, and (3) has paid the Subscription Price.

3. Physician's Duties.

3.1 Payment. Physician agrees to pay EHC the Subscription Price.

3.2 Registration. Physician shall enter and forward to EHC truthful and factually accurate registration information. Physician shall provide credit card information which EHC shall use for payment of the Subscription Price.

3.3 Intellectual Property Ownership. Physician recognizes that the entire Software Application is EHC's copyrighted and trademarked intellectual property.

4. License.

4.1 Access to Software Application. EHC GRANTS TO PHYSICIAN A NON-EXCLUSIVE LICENSE TO ACCESS AND USE THE SOFTWARE APPLICATION AS PROVIDED IN THIS LICENSE. THE SOFTWARE APPLICATION IS LICENSED BY EHC TO PHYSICIAN FOR PHYSICIAN'S USE ONLY ACCORDING TO THE TERMS OF THIS AGREEMENT.

4.2 Term of License. This License Agreement is effective for the term of Physician's subscription or earlier if terminated by EHC or Physician. Physician shall notify EHC in writing, by phone, or by e-mail of Physician's intent to terminate this Agreement. EHC reserves the right to terminate this Agreement should Physician breach any provision of this Agreement, or as provided in Section 4.4 below.

4.3 Restrictions Physician recognizes that the entire content of the EHC Web site is EHC's copyrighted and trademarked intellectual property. Physician shall not copy or distribute any copyrighted or trademarked material presented on the EHC Web site, except for the purposes for which such materials are presented. Physician may not modify, reverse engineer, decompile, disassemble or create derivative works from the Software Application.

4.4 Unauthorized Access. Physician is the only party authorized to use Physician's User Name and Password to access the 'EHC Subscription Web site. Physician cannot authorize another party to use Physician's User Name and Password. In the event that Physician or EHC determines that another party has gained access to Physician's Password and User Name, or has determined that another has wrongfully accessed the EHC Subscription Web site using Physician's Password and User Name, EHC shall issue a new User Name and Password to Physician and shall delete the old User Name and Password account. Repeated unauthorized access through use of Physician's User Name and Password may result in termination of this Agreement by EHC.

4.5 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law.

5. Copyright. The Software Application is copyrighted material owned by EHC and is protected by United States copyright law. Physician may not copy or otherwise reproduce any part of the Software Application except as contemplated by this Agreement.

6. Subscription Price. Physician agrees to pay the Subscription Price to EHC by entering proper credit card information on the EHC registration page.

7. Choice Of Law. This Agreement shall be construed and governed by the laws of the State of New Jersey without regard to choice of law principles. Any legal or equitable action for claims, debts or obligations arising out of, or to enforce the terms of this Agreement shall be brought exclusively in the United States District Court for the District of New Jersey, or in the Superior Court of the State of New Jersey, and that either court shall have personal jurisdiction over the parties to this Agreement, and that venue for such action shall be appropriate in each court.

8. Indemnification. EHC shall not undertake to resolve any disputes or litigation on Physician's behalf involving use of the Software Application described herein, and Physician agrees that it shall indemnify, hold EHC harmless and defend EHC against any disputes involving or arising out of use of the Software Application.

9. Disclaimers.

A. Medical Education Only. The Software Application is intended to be an educational tool for emergency physicians interested in improving their ability to acquire ultrasound images. It is NOT intended to provide a diagnostic interpretation of a specific patient's ultrasound images, nor is it intended for use as diagnosis or treatment of a health problem or as a substitute for consulting a licensed medical professional. The Software Application SHOULD IN NO WAY be used to guide patient management. Physicians interested in utilizing ultrasound technology to facilitate the evaluation and management of their patients should obtain this information from an appropriately qualified ultrasonographer that is credentialed in their institution and licensed in their state. This person may include but is not limited to a trained radiologist, trained emergency physician, or other appropriately trained healthcare professional (i.e. cardiologist, obstetrician, etc.).

B. General. The Software Application provided by EHC is provided "AS IS", WITHOUT WARRANTY OF ANY KIND TO PHYSICIAN OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE SOFTWARE APPLICATION, FITNESS FOR LICENSEE'S PURPOSE OR SYSTEM INTEGRATION, INFORMATIONAL CONTENT OR ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND TITLE. PHYSICIAN AGREES THAT ANY EFFORTS BY EHC TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY EHC WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. PHYSICIAN FURTHER AGREES THAT EHC SHALL NOT BE LIABLE TO PHYSICIAN OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF EHC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OR WAS GROSSLY NEGLIGENT. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Physician. In such jurisdictions, EHC's liability is limited to the greatest extent permitted by law.

C. Availability. Physician recognizes that the traffic of data through the Internet may cause delays during the uploading or downloading of information from the EHC Subscription Web site and shall not hold EHC liable for delays which are ordinary in the course of Internet use. Physician recognizes that the EHC Subscription web site shall not be available on a continual twenty-four hour basis due to such delays and due to delays caused by EHC's upgrading, modification, or standard maintenance of the EHC Subscription Web site.

10. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties' signatures.

I ACCEPT: By clicking this checkbox, you agree to be bound by the Terms of Use agreement
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