I-DENTI-FIED SystemTM
Last Revised on November 2, 2011
BY AGREEGING, YOU AGREE TO BE BOUND BY THE PROVISIONS OF SUCH NOTICES, TERMS, AND CONDITIONS.
The I-DENTI-FIED System is not intended for the purpose of medical diagnosis or treatment. The system is a means of identifying a patient and recording and retrieving information that is outside the control of I-DENTI-FIED and I-DENTI-FIED makes no representation or warranty that any information stored in the system is accurate, complete, useful or necessary in the diagnosis or treatment of any medical condition nor does it represent that the patient identification information accessible through the system is accurately recorded and readable, except pursuant to the terms of this agreement.
You certify that you are a healthcare provider who is a competent emergency medical or healthcare professional who relies on your clinical discretion and judgment in diagnosis and treatment (Authorized User). You hereby acknowledge that as an Authorized User you assume on behalf yourself and on behalf of any firm, corporation or organization under which you are employed or any related field and any employee of you or any firm, corporation or organization under which you are employed or any related field, full responsibility for ensuring the appropriate use and reliance upon the Products in view of all attendant circumstances, indications and contraindications.
The information contained in the I-DENTI-FIED Documentation, including training manuals, is intended as an educational aid only. All treatments or procedures contained therein are intended to serve as an information resource for dentists or other competent healthcare professionals performing the consultation or evaluation of patients and must be interpreted in view of all attendant circumstances, indications and contraindications.
The use of the I-DENTI-FIED products is at your sole risk. These products are provided “as is” and “as available” for use, without warranties of any kind, either express or implied. I-DENTI-FIED makes no representation or warranty as to the accuracy, reliability, timeliness, usefulness or completeness of any of the information supplied with the products. Additionally, I-DENTI-FIED makes no representation or warranties as to the opinions or other service or data you may access, download or use as a result of use of the I-DENTI-FIED products. All implied warranties of merchantability and fitness for a particular purpose or use are hereby excluded. I-DENTI-FIED does not assume any responsibility or risk for your use of the I-DENTI-FIED products.
I-DENTI-FIED reserves the right to update or change these terms and conditions at any time, with or without notice, and for any reason by posting the revised version on http://www.I-DENTI-FIED.com/termsOfUse.aspx; therefore, I-DENTI-FIED recommends you periodically visit the website and print the latest version of the terms and conditions for your records. For your information, the date of the last update to these terms and conditions is stated at the top of this document. Your continued access or use of this site and the continued use of the I-DENTI-TAGTM as of the effective date of any such modification shall be deemed your continuing acceptance of these terms and conditions, as modified.
I-DENTI-FIED reserves the right to refuse service and terminate accounts, for reasons including, but not limited to, a belief by I-DENTI-FIED, in its absolute discretion, that user conduct violates applicable law or is harmful to the interests of I-DENTI-FIED, its members, partners, suppliers, or other users, or for any other reason, at I-DENTI-FIED ‘ sole discretion, with or without cause. Upon expiration or termination of a Product (or the Agreement as a whole), all of your rights hereunder, including without limitation rights to market, sublicense and use the applicable Product shall immediately cease and you shall disengage in distribution to Patients’ as soon as reasonably possible. You shall immediately delete the applicable Product from your computers, and destroy all copies thereof, as well as destroy all applicable Documentation. No copies of the applicable Product or Documentation, or any information contained therein, may be retained by you following such expiration or termination.
I-DENTI-FIED will periodically deliver Updates of the Products, when generally released to its licensee base, which you will install them within ten (10) business days. You will destroy all materials which the Updates supersede within ten (10) days after receipt of such Updates, and delete all backup copies of the superseded Products and permanently remove them from any of your software, hardware, systems, files or other storage, other than those components incorporated into the Patient Record. I-DENTI-FIED recommends you periodically visit the website to check for new releases and update any software upgrades noted by your smartphone application vendor.
I-DENTI-FIED shall have the right, in the sole exercise of its discretion, to make changes to the Products, including, without limitation, ceasing normal production or distribution of any or all of the Products, including any Updates. In the event I-DENTI-FIED ceases to produce or distribute a Product, this Agreement shall terminate as to such Product, and I-DENTI-FIED shall, at its option, replace such with substantially similar products or provide you with a pro rata refund of any prepaid fees.
The Product may contain third party software or content for which I-DENTI-FIED has the right to license to you under the terms and conditions of this Agreement. The suppliers of certain third party software or content require that you agree to certain additional terms and conditions with respect to such third party’s software or content. To the extent any Product requires any such additional terms and conditions, such additional terms and conditions are noted below.
o CONNECTYX Terms and Conditions www.connectyx.com/termsOfUse.aspx
o Nonatec Terms and Conditions www.nonatec.net
You shall not make the Products available or market the Products except within an Integrated Package, without the prior written consent of I-DENTI-FIED. You may not use the Products for any purpose other than that which is specifically provided for herein.
There are no implied licenses to any of the Products or to any other I-DENTI-FIED software, proprietary right, documentation, record or product (or to any part, portion or aspect thereof). You shall not be considered to be an “owner of a copy” and shall not have rights granted under 17 USC Sec. 117 to make adaptations of the Products and software components of the Products, except as may be granted by the license. You recognize that I-DENTI-FIED (including certain of it corporate affiliates) and its licensees may be in engaged in the research, development, production, marketing, licensing and/or sale of similar services or products to those being offered by you. Nothing in this Agreement shall be construed to prevent I-DENTI-FIED, its affiliates or licensees from engaging independently in such activities.
You recognize that the Products, Documentation, and I-DENTI-FIED Proprietary/Confidential Information are the property of I-DENTI-FIED or its third party licensors, including, but not limited to, any trademarks, copyrights, patents and other intellectual property rights that currently or may in the future exist, and that the only rights and privileges that you have with regard to such Products, Documentation, and I-DENTI-FIED Proprietary/Confidential Information are those explicitly granted in this Agreement.
You shall retain all I-DENTI-FIED copyright notices on the Products used. You shall include on all marketing and promotional materials, printed or electronic, a reproduction of I-DENTI-FIED’s copyright notices. Notwithstanding any copyright notice by you to the contrary, the copyrights to the Products shall remain in I-DENTI-FIED or its licensors.
You will immediately notify I-DENTI-FIED if you become aware or suspect that any third party is wrongfully using any of the Products or any variation of the Products, in whole or in part, or any of I-DENTI-FIED’s intellectual property rights, including, but not limited to, trademarks, copyrights and patents.
Each party herein agrees that it has no ownership interest in or right to use the Proprietary/Confidential Information of the other, except in accordance with the terms of this Agreement. Each party acknowledges that it may disclose Proprietary/Confidential Information to the other in the performance of this Agreement. The party receiving the Proprietary/Confidential Information shall: (i) maintain it in strict confidence and take all reasonable steps to prevent its disclosure to third parties, except to the extent necessary to carry out the purposes of this Agreement, in which case these confidentiality restrictions shall be imposed upon the third parties to whom the disclosures are made; (ii) use at least the same degree of care as it uses in maintaining the secrecy of its own Proprietary/Confidential Information (but no less than a reasonable degree of care); and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Proprietary/Confidential Information.
Neither party herein shall have any obligation concerning any portion of the Proprietary/Confidential Information of the other which: (i) is publicly known prior to or after disclosure hereunder other than through acts or omissions attributable to the recipient or its employees or representatives; (ii) as demonstrated by prior written records, is already known to the recipient at the time of disclosure hereunder; (iii) is disclosed in good faith to the recipient by a third party having a lawful right to do so; or (iv) is required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party shall immediately notify the other party so that it can take steps to prevent its disclosure.
In the event of a breach of these Terms and Conditions, the parties agree that the nonbreaching party may suffer irreparable harm and monetary damages for any injury to the nonbreaching party may be impossible to calculate and would therefore be an inadequate remedy in and of itself. Accordingly, the parties agree that the nonbreaching party shall be entitled to temporary, preliminary and/or permanent injunctive relief against the breaching party, its officers or employees, in addition to such other rights and remedies to which it may be entitled to at law or in equity.
You agree to indemnify, defend, and hold harmless I-DENTI-FIED, its officers, directors, employees, agents, licensors, suppliers, and affiliates from and against any claims, actions or demands, liabilities, and settlements, including but not limited to, reasonable legal and accounting fees resulting from, or alleged to result from, your violation of these terms and conditions or any activity related to your account (including infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person within your dental practice.
You agree to defend and indemnify I-DENTI-FIED and hold it harmless against all claims and damages (including, without limitation, reasonable attorneys’ fees), arising out of, related to, or in any way connected with the use of the Product and/or Integrated Package by You, a Patient, or any other third-party granted use of such by you or a Patient, unless such claims or damages result from an Infringement of any copyright or other proprietary right of any third party (except if due to you or a Patient’s combination, addition or modification, if applicable), or unless the claims arise from the breach by I-DENTI-FIED of any of the terms of this Agreement.
I-DENTI-FIED shall defend, indemnify and hold you harmless against any claim against you that the Products licensed and used within the scope of this Agreement infringe a United States copyright or proprietary right of any third party (“Infringement”), provided that (i) You notify I-DENTI-FIED in writing within ten (10) days after you receive notice of the claim of Infringement; (ii) I-DENTI-FIED has sole control of the investigation, preparation, defense and all related settlement negotiations; and (iii) at I-DENTI-FIED’s request, you provide I-DENTI-FIED with all reasonable assistance, information and authority to perform the investigation, preparation, defense, and all related settlement negotiations. I-DENTI-FIED will reimburse you for all reasonable out-of-pocket expenses incurred by You in providing such assistance. I-DENTI-FIED shall have no liability for any claim of Infringement based on the combination or use of the Products with materials not furnished by I-DENTI-FIED, if, but for such combination, no such Infringement would have occurred.
In the event a Product is held, or is believed by I-DENTI-FIED, to infringe, I-DENTI-FIED may, at its option, (i) obtain the right to continue using the Product at issue; (ii) terminate your right to use such Product and replace or modify the Products so as to be noninfringing; or (iii) remit to you, as of the termination date, a pro rata refund of any prepaid fees attributable to the particular Product.
These terms and conditions will be governed by Indiana law for all purposes, without regard to or application of choice of law rules or principles. You hereby consent to the jurisdiction and venue of the courts of Indiana. You should be aware that some jurisdictions do not allow for the exclusion of certain warranties or the limitation or exclusion for incidental or consequential damages which are contained in this Agreement. By agreeing to be bound by these terms and conditions you may be waiving legal rights which could be available to you in another jurisdiction.
In all matters relating to these Terms and Conditions, you will act as an independent contractor. Neither party herein will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee or in any other capacity.
Nothing in these Terms and Conditions shall be construed to limit either party’s right to independently develop software which is functionally similar to the other party’s products, so long as Proprietary/Confidential Information of the other party is not used in such development. You acknowledge that I-DENTI-FIED is also in the business of developing and marketing applications and licensing them to third parties. I-DENTI-FIED and third parties licensed by I-DENTI-FIED may distribute products that compete with Integrated Packages.
You may not assign any rights, duties or privileges under this Agreement without the prior written consent of I-DENTI-FIED, which consent shall not be unreasonably withheld. I-DENTI-FIED may assign its right, duties or privileges without consent to a successor in interest to all or a majority of its business or assets or the business to which this Agreement relates with thirty (30) days notice.
I-DENTI-FIED warrants that when delivered the Products will substantially conform to the specifications listed in the Documentation (if any) when used according to the Documentation. Notwithstanding the above, the Product is provided “as is,” and NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER IS MADE REGARDING THE PRODUCT. I-DENTI-FIED MAKES NO WARRANTY THAT THE PRODUCT WILL PERFORM WITHOUT INTERRUPTION OR FREE FROM ERRORS OR WITH REGARD TO THE feasibility OF, OR EASE OF, ITS implementation AND/OR INTEGRATION.
IN NO EVENT SHALL I-DENTI-FIED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF LIFE, INJURY TO AN INDIVIDUAL, PROFITS, REVENUE, DATA OR USE, INCURRED BY ANY OTHER PARTY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING PURSUANT TO ANY INDEMNITY GIVEN IN THIS AGREEMENT) OR TORT, EVEN IF I-DENTI-FIED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. I-DENTI-FIED’s LIABILITY FOR ANY CLAIMS OR DAMAGES WHATSOEVER, WHETHER ARISING PURSUANT TO ANY INDEMNITY, CONTRACT, IN TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY I-DENTI-FIED WITH RESPECT TO THE PARTICULAR TRANSACTION WHICH GIVES RISE TO THE LIABILITY.
TERMS:
Patient: A Patient is anyone who subscribes to the I-DENTI-FIED Solution for the purpose of having a Transponder implanted by Authorized Users in a dental structure to provide semi-permanent identification.
Documentation: Written materials which relate to the use of the Product(s) made available to Reseller, including manuals, training materials, instructional materials or guidelines, and system administration guidelines available on the Secure Distributor section at www.I-DENTI-FIED.COM, who’s terms and conditions may be updated from time to time.
Products: The RFID Transponders, RFID Readers, Smart ID Cards, Smartphone software, PHR Software, computer databases and software products which is proprietary to I-DENTI-FIED or for which I-DENTI-FIED has the right to distribute, including all Updates, modifications, corrections, enhancements or replacements for the foregoing, as well as copies thereof. Products may be added from time to time by separately issued Invoices, for purposes pursuant to the terms and conditions set forth in the Agreement.
Proprietary/Confidential Information: Any data or information regarding Reseller’s or I-DENTI-FIED’s: (i) business operations which is not generally known to the public and affords such party a competitive advantage, including, but not limited to, information regarding products and product development, suppliers, marketing strategies, finance, operations, Patients, sales, and internal performance results, and (ii) proprietary software, including, but not limited to, concepts, designs, documentation, reports, data, specifications, source code, object code, flow charts, file record layouts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.
Patient Consent Agreement: A written agreement requiring the signature of each Patient or legal guardian of the Patient who subscribes to the I-DENTI-FIED Solution who’s terms and conditions may be updated from time to time.
Territory: The United States.
Update: A revised version of Products or Documentation related to the Products. Updates do not include any options or future products that I-DENTI-FIED develops and/or licenses separately.
