Terms of Service

Welcome to Unified Imaging. These Terms of Service ("Terms") govern your access to and use of the Unified Imaging clinical imaging platform, website, and related services (collectively, the "Services") provided by Unified Imaging, Inc. ("Unified," "we," "us," or "our").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1. Acceptance of Terms

By creating an account, accessing, or using any part of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our Services.

You must be at least 18 years of age to use our Services. By using the Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into this agreement.

If you are a healthcare provider or covered entity under HIPAA, you acknowledge that additional terms may apply through a Business Associate Agreement (BAA) executed between you and Unified Imaging.

2. Use License

Subject to your compliance with these Terms, Unified grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes in accordance with your subscription plan.

License Restrictions

You may not:

• Copy, modify, or distribute the Services or any content therein without our prior written consent
• Reverse engineer, decompile, or disassemble any part of the Services
• Rent, lease, lend, sell, sublicense, or transfer the Services to any third party
• Use the Services for any purpose other than your legitimate healthcare operations
• Remove or alter any proprietary notices, labels, or marks on the Services
• Use the Services to develop a competing product or service

Subscription Tiers

Your license scope and feature access are determined by your subscription tier. Details of each tier are provided in your service agreement or on our pricing page. We reserve the right to modify features and capabilities within each tier with reasonable notice.

3. User Accounts

Account Creation

To access certain features of our Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate.

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use strong, unique passwords for your account
• Enable multi-factor authentication when available
• Notify us immediately of any unauthorized access or security breach
• Not share your account credentials with any third party
• Log out from your account at the end of each session

Account Administrators

If you are designated as an administrator for your organization's account, you are responsible for managing user access, permissions, and ensuring compliance with these Terms across your organization's users.

4. Prohibited Uses

You agree not to use the Services for any unlawful purpose or in any way that could damage, disable, overburden, or impair our Services. Specifically, you shall not:

• Violate Laws: Use the Services in violation of any applicable federal, state, local, or international laws or regulations, including HIPAA and other healthcare regulations
• Unauthorized Access: Attempt to gain unauthorized access to any part of the Services, other accounts, computer systems, or networks connected to the Services
• Interfere with Services: Interfere with or disrupt the integrity or performance of the Services or data contained therein
• Transmit Malware: Upload, transmit, or distribute any viruses, worms, malware, or other malicious code
• Data Mining: Use any automated means to access the Services for any purpose without our express written permission
• Impersonation: Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity
• Misuse PHI: Access, use, or disclose Protected Health Information (PHI) in violation of HIPAA or your BAA
• Circumvent Security: Bypass, disable, or interfere with security-related features of the Services

Violation of these prohibitions may result in immediate termination of your access to the Services and may subject you to civil and criminal liability.

5. Intellectual Property

Unified Imaging IP

The Services, including all content, features, functionality, software, designs, text, graphics, images, and other materials, are owned by Unified Imaging or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

The Unified Imaging name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Unified Imaging. You may not use such marks without our prior written permission.

Your Content

You retain ownership of any content you upload, submit, or transmit through the Services ("Your Content"). By using our Services, you grant Unified a limited license to host, store, process, and display Your Content solely to provide the Services to you.

Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our Services without compensation or attribution.

6. Disclaimers

Service Provided "As Is"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

No Medical Advice

Unified Imaging provides clinical imaging tools and technology solutions. We do not provide medical advice, diagnosis, or treatment recommendations. The Services are intended to support, not replace, the professional judgment of healthcare providers. All clinical decisions remain the sole responsibility of qualified healthcare professionals.

No Guarantee of Results

We do not warrant that the Services will meet your specific requirements, operate without interruption, be error-free, or that defects will be corrected. We do not make any warranties regarding the accuracy, reliability, or completeness of any analysis, reports, or outputs generated by the Services.

Third-Party Services

The Services may integrate with or contain links to third-party services. We do not endorse, warrant, or assume responsibility for any third-party services or content.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNIFIED IMAGING, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Any loss of profits, revenue, data, or business opportunities
• Any damages resulting from unauthorized access to or alteration of your data
• Any damages arising from your reliance on the Services for clinical decisions
• Any damages exceeding the amounts you paid to Unified in the twelve (12) months preceding the claim

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Unified has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

8. Indemnification

You agree to indemnify, defend, and hold harmless Unified Imaging, its affiliates, and their respective officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws or regulations, including HIPAA
• Your Content or any data you submit through the Services
• Your infringement of any third party's intellectual property or other rights
• Any claim by a third party related to your use of the Services

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

9. Termination

Termination by You

You may terminate your account at any time by contacting our support team or using the account deletion feature in your settings. Upon termination, you remain responsible for any outstanding fees and obligations.

Termination by Unified

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Non-payment of fees
• Conduct that we determine is harmful to other users or Unified
• Extended periods of inactivity
• Requests by law enforcement or government agencies

Effect of Termination

Upon termination, your license to use the Services immediately ceases. We will retain your data in accordance with our data retention policies and applicable law. For healthcare data, we will follow the data return or destruction procedures outlined in your BAA.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California.

Class Action Waiver

You agree to resolve any disputes with Unified on an individual basis and waive any right to participate in a class action lawsuit or class-wide arbitration.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

11. Changes to Terms

We reserve the right to modify these Terms at any time. When we make changes, we will update the "Effective Date" at the top of this page and, for material changes, provide additional notice such as:

• Sending an email notification to the address associated with your account
• Displaying a prominent notice within the Services
• Posting an announcement on our website

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Services and terminate your account.

We encourage you to review these Terms periodically to stay informed of any updates.

12. Contact Information

If you have any questions about these Terms of Service, please contact us:

For general support inquiries, please contact support@unified-imaging.com.

13. General Provisions

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

Entire Agreement

These Terms, together with our Privacy Policy and any applicable BAA, constitute the entire agreement between you and Unified Imaging regarding the Services and supersede all prior agreements and understandings.