TERMS OF SERVICE AND USE

The Site and the Service (as defined below) are offered under the terms and conditions stated in this Terms of Use (these “Terms”) together with the other agreements and documents referenced herein, including any future amendments to any of the foregoing (collectively, the “Agreement”). By using the Site and/or the Service, either as a registered user (including both “individual users” and “contract users”), or a recipient of a delivery from a registered user, you agree to the Agreement. You agree the Agreement is a legally binding contract between you and Image Research, LLC, the company that owns and operates the ImageExpres TM Service (the “Service”) and website (the “Site”). By using our Service you agree to be bound by these Terms which contain provisions applicable to all users of our Service. If you choose to register for our Service, you will be asked to check a box to indicate that you have also read and agree to be bound by these Terms. If you do not wish to be bound to these Terms, then immediately stop using the Site and the Service.

  1. The Agreement. You agree that no contract or agreement is formed and you have no rights to the Service, unless and until Image Research, LLC has agreed to provide you the Service. You agree that Image Research, LLC may amend or modify the Agreement at any time, without prior notice. The changes become effective immediately upon posting such amended or modified terms on the Site or if Image Research, LLC otherwise notifies you of such amended or modified terms. You agree that, if you use the Site and/or the Service after Image Research, LLC so posts or provides such notice of such amendments or modifications, you have accepted the Agreement as amended or modified. If you do not accept and abide by such amended or modified Agreement, you may not use the Site or the Service and any existing agreement is terminated immediately. Subject to the terms and conditions of the Agreement, agreement to the Agreement allows you to view the portions of the Site that are generally available to the public and download such portions (but only as strictly necessary to aid in the viewing of the Site and only if all proprietary notices are duplicated).

  1. The Service. The ImageExpres Service is a web based secure, encrypted internet transfer solution for exchanging, large documents, confidential material, medical documents, data, pictures and images (including ultrasound, x-ray, MRI) over the internet through the Site, the attributes and functionality of which varies depending on the level of Service to which you may subscribe. Registered users can be individual users or contract users with whom a contract agreement for a specific type of Service has been negotiated. Registered users are responsible to pay a fee to upload a transmission or to download a file more than twice. Depending upon the type Service, you understand and agree that the Service may include advertisements of third parties and from ImageExpres. Subject to the other terms and conditions of the Agreement, agreement to the Agreement allows you use the Service in accordance with the applicable level specified only for your lawful purposes and only as strictly necessary to utilize the Services. Additional terms and restrictions applicable to use of Content are specified in this Agreement. Except as specifically stated in this Agreement, no other right or license is granted to you for the Site or the Service, and any other use is strictly prohibited.

  1. Support Services. During the term of the contract agreement for contract users and for individual users, the Service includes (a) a reasonable amount of assistance in the use of the Service and reasonable diagnosing and attempting to resolve problems with the use or delivery of the Service, and (b) updates and revisions to the Site and Services that Image Research, LLC elects to provide to users generally (collectively, the “Support Services”). Support Services are only provided during Image Research, LLC’ regular business hours and exclude weekends and Image Research, LLC holidays unless otherwise agreed upon by contract. Image Research, LLC may condition the timing and delivery of Support Services in whatever method or manner it chooses, which may include communication by phone, via email or through the live chat system through the Site. Image Research, LLC has no obligation to provide any other assistance, support, maintenance, or other Services or to perform any assistance by any other method, such as at your location. If Image Research, LLC, in its sole discretion, agrees to provide any additional Services, such additional Service shall be governed by these Terms.

  1. Availability. Image Research, LLC uses reasonable endeavors to ensure that the Service is available 24 hours a day 7 days a week. However, there will be occasions when the Service will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Image Research, LLC. Every reasonable step will be taken by us to minimize such disruption where it is within the reasonable control of Image Research, LLC. You agree Image Research, LLC shall not be liable to you for any modification, suspension or discontinuance of the Service. You are responsible for creating backups of any content you post to the Service.

  1. Fees and Payment. Registered users shall be responsible for paying Image Research, LLC the fees and other charges and expenses as described on the Site or by written contract for the applicable Services. For contract users, Image Research, LLC may modify such fees at its discretion, which shall take effect at the end of the current term of Use and Service. For individual users, such fees and expenses are due and payable prior to Image Research, LLC performing the Service. For contract users invoices will be sent on a monthly basis per contract agreement. If your form of payment is not in good funds or is reversed for whatever reason, your payment is due upon notice or invoice from Image Research, LLC. All such payments shall be paid in full when due, without right of deduction or set-off. You are solely responsible for the payment of any and all taxes resulting from the Service or the Agreement. In addition to any other remedies available to Image Research, LLC, you agree to pay a charge for any amounts that are more than thirty (30) days past due at the rate of the lesser of one and one-half percent (1.5%) per month or the greatest rate allowed by law. When paying by credit or debit card, the user authorizes Image Research, LLC to charge such card for the full amount authorized, together with any other amounts due and owing to the Company as specified in the Agreement, or in the Site, and user agrees to pay such amounts in accordance with user’s agreement with the card issuer.

  1. Your Obligations and Agreements. As a condition for using the Site and/or the Service, you understand and agree:

    1. Account Information. You will provide current, accurate, and complete information when registering for the Service. You will promptly inform Image Research, LLC if any of your account information changes (such as a change of address, a change of email address, the closing of an email account, the cancellation of a credit card, etc.), and if you do not inform Image Research, LLC of the change, Image Research, LLC has the right to take appropriate action to protect its interests. In return, Image Research, LLC will maintain the information you provide in accordance with our Privacy Policy (as amended from time to time), which is available on the Site.

    1. Use by Minors. The Service is not available to minors. By accepting these Terms, you agree that you are capable of entering into a binding agreement and have the legal capacity to contract.

    1. Security. You must comply with and not attempt to disable or circumvent any security device or procedure associated with the Site or the Service. You agree you are responsible for maintaining the confidentiality of the password you choose to use in conjunction with the Service. You may not allow anyone else to use your account without prior, written approval of Image Research, LLC. You agree that Image Research, LLC will not be liable for any loss you may incur as a result of someone else using your password, either with or without your knowledge. You agree not to impersonate anyone else, or falsely represent your affiliation with any other person or entity.

    1. Unlawful Use. You will not use the Site or Service, in whole or in part, for any unlawful purpose. It is not the responsibility of Image Research, LLC to monitor your activities to insure compliance with any federal, state, or local laws or regulations, although Image Research, LLC reserves the right to do so at its sole discretion.

    1. Content. You are solely responsible for all your activities when using the Service, including, without limitation, all content you transmit through the Site or with the Service. Image Research, LLC is not responsible for the content of other persons (including, without limitation, Viruses or content available through links). Image Research, LLC does not have an obligation to monitor your activities, your content, or the content of other person, although Image Research, LLC reserves the right to do so in its sole discretion. Image Research, LLC may take any action with respect to your activities, your content, or the content of any other person as Image Research, LLC deems necessary (including, without limitation, accessing, reading, preserving, disclosing, removing, or refusing to distribute the same) in order to (1) satisfy any applicable law or governmental order, (2) enforce the Agreement or investigate any potential violation of the Agreement, (3) detect, prevent, or otherwise address acts of fraud or security or technical issues, (4) respond to requests for Support Services, (5) protect the rights, property, or safety of Image Research, LLC or any person or preserve any of the foregoing from liability, or (6) exercise any other right or remedy available to Image Research, LLC.

    1. Interference with Others. You will do nothing to impair the normal operation of the Site or Service, and you will do nothing to restrict or inhibit any other person from using and enjoying the Site and Service. You will do nothing that will damage or disable the Site or Service. You will not attempt to access unauthorized access to information or content belonging to any other party using the Site or Service.

    1. Prohibited Activities. You will not use the Service to send chain letters, unsolicited commercial email (also known as spam), junk email, or other unsolicited messages; transfer any material that is protected by any patent, trademark, trade secret, copyright or other proprietary rights of any party unless you have sole ownership over that material or have received all necessary consents to distribute that material; transmit files that contain viruses, Trojan horses, worms, corrupted files, or any other software, programs, or code that may damage the operation of another's computer or the data or property of another (a “Virus”); or transmit any material that is harmful to minors. Image Research, LLC may supplement this list of prohibited activities from time to time, which will be effective upon notice to you and/or posting on the Site.

    1. Disclosure of Information. Image Research, LLC, in its sole discretion, may disclose any information about you, your account, or your activities regarding the Service that Image Research, LLC deems necessary to satisfy any applicable law, regulation, legal process or governmental request or enforce the Agreement. The Site and the Service is offered, stored, and processed in the United States.

    1. Data Storage. When using the Service, your personal data is temporarily stored on our servers as part of the normal operating process of providing the Service. Regardless of any encryption used, or other precautions taken, you understand that Image Research, LLC cannot guarantee complete privacy with regard to the files you transmit over the Service. You agree that Image Research, LLC has no responsibility or liability for the deletion, corruption, or failure to store any data stored or transmitted by the Service. YOU UNDERSTAND THAT IMAGEEXPRES DOES NOT BACK UP THE FILES ON THE SITE OR THROUGH THE SERVICE, AND YOU AGREE THAT YOU ARE RESPONSIBLE FOR KEEPING BACK-UP COPIES OF ALL FILES UPLOADED TO THE SERVICE.

  1. DMCA Complaints.

    1. Policy. It is Image Research, LLC’s policy to respond to notices of alleged infringement in compliance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. If Image Research, LLC removes or disables access to comply with the DMCA, Image Research, LLC will make a good-faith attempt to contact you so that you may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. It is Image Research’s policy to document all notices of alleged infringement on which Image Research acts. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing or not infringing the intellectual property of others.

    1. Notice. To file a notice of infringement with Image Research, LLC, you must provide a written communication (by fax or regular mail—not by email, except by prior agreement) that: (1) identifies in sufficient detail the intellectual property that you believe has been infringed, (2) identifies the material that you claim is infringing the intellectual property you listed, including any file name, message ID, and/or URL of such material, (3) provides information reasonably sufficient to permit Image Research to contact you (email address is preferred), (4) includes the following statement: “I have a good faith belief that use of the copyrighted materials or other intellectual property described above on the allegedly infringing web pages is not authorized by the copyright or intellectual property owner, its agent, or the law,” (5) is signed by you, and (6) is sent to the address or number written below.

    1. Counter Notice. You may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. When Image Research, LLC receives a counter notification, Image Research, LLC will reinstate the material in question. To file a counter notification, you must provide a written communication (by fax or regular mail—not by email, except by prior agreement) that: (1) identifies the specific file names, message IDs, and/or URLs of material that Image Research has removed or to which Image Research, LLC has disabled access; (2) includes your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Montgomery County, Pennsylvania, if your address is outside of the United States), and that you will accept Service of process from the person who provided notification to Image Research of infringement or an agent of such person; (3) includes the following statement: "I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;" (4) is signed by you, witnessed, and notarized; and (5) is sent to the address for Image Research, LLC, as set forth in Section 11 of the Web Transmission Services Agreement.

  1. Term, Termination, and Remedies.

    1. Term. If you are an individual user, the term of the Services and the Agreement begins upon each upload transfer and ends with the sooner of seven (7) days after the corresponding upload or a download transfer. If you are a contract user, the term of the specific contract are set forth in Exhibit “B”.

    1. ImageExpres Termination. Except as stated below, you agree that Image Research may modify, suspend, discontinue, or otherwise terminate the Service or the Agreement, on a temporary or permanent basis, at any time, in whole or in part, for any reason or no reason, and with or without notice. For example and without limitation, Image Research may terminate or suspend your access to the Service for lack of use; for failure to pay account fees within the period of time designated by Image Research; for failure to follow the rules posted on the Site or in these Terms; for actions outside these Terms; or for any other reason determined by Image Research.


    1. Other Remedies. In addition or as an alternative to termination, cancellation, or discontinuance of the Site and/or the Service, Image Research may take whatever action is deems necessary or convenient, in its sole discretion, in the event of your breach of this Agreement. Such actions may include, without limitation, suspending your access to the Site, the Service, or files or content in your account, deleting your account(s), deleting files you have uploaded, blocking your IP address, or any other technical or legal means at Image Research’s disposal.

    1. Your Termination. Individual users may stop using the Services and the Site at any time. Contract users may cancel the use of the Services and Site at any time by providing 60 days notice to Image Research, LLC. You shall be obligated to make any payments due Image Research, LLC through the end of the term of the contract.

    1. Effect of Termination. Upon expiration, termination, cancellation, or discontinuance of this Agreement, your right to use the Site and/or Service immediately ceases and you will have no right to access your account or any files or other content contained in your account, although residual copies may be retained in the ImageExpres system. Image Research, LLC may retain any such files or other content at its discretion. Fees and Payment. Registered users shall be responsible for paying Image Research, LLC the fees and other charges and expenses as described on the Site or by written contract for the applicable Services. For contract users, Image Research, LLC may modify such fees at its discretion, which shall take effect at the end of the current term of Use and Service. For individual users, such fees and expenses are due and payable prior to Image Research, LLC performing the Service. For contract users invoices will be sent on a monthly basis per contract agreement. If your form of payment is not in good funds or is reversed for whatever reason, your payment is due upon notice or invoice from Image Research, LLC. All such payments shall be paid in full when due, without right of deduction or set-off. You are solely responsible for the payment of any and all taxes resulting from the Service or the Agreement. In addition to any other remedies available to Image Research, LLC, you agree to pay a charge for any amounts that are more than thirty (30) days past due at the rate of the lesser of one and one-half percent (1.5%) per month or the greatest rate allowed by law. When paying by credit or debit card, the user authorizes Image Research, LLC to charge such card for the full amount authorized, together with any other amounts due and owing to the Company as specified in the Agreement, or in the Site, and user agrees to pay such amounts in accordance with user’s agreement with the card issuer.. The provisions of Sections Fees and Payments through General. of these Terms shall survive the expiration, termination, cancellation, or discontinuance of the Site and/or the Service.

  1. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND/OR THE SERVICE IS AT YOUR SOLE RISK. IMAGE RESEARCH, LLC AND ITS SUPPLIERS PROVIDE THE SERVICE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. IMAGE RESEARCH, LLC MAKES NO WARRANTY THAT THE SITE OR THE SERVICE WILL: MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, PROPERLY STORED OR DELIVERED, ACCURATE, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL TRANSMITTED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE TRANSMISSION OF ANY SUCH MATERIAL.

  1. Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, IMAGE RESEARCH, LLC DOES NOT CONTROL, ENDORSE OR VALIDATE ANY TRANSMISSIONS SENT VIA THE SERVICE, THEREFORE, IMAGE RESEARCH, LLC SPECIFICALLY DISCLAIMS AND YOU HEREBY RELEASE IMAGE RESEARCH, LLC FROM ANY LIABILITY RESULTING FROM YOUR USE OF THE SITE, PARTICIPATION IN THE SERVICE, YOUR INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE. IN NO EVENT SHALL IMAGE RESEARCH, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, LOSS OF DATA OR LOSS OF PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF IMAGE RESEARCH, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, FOR ANY CONTENT OR MATERIALS OBTAINED THROUGH THE SITE, THE SERVICE, OR OTHERWISE ARISING OUT OF THE SAME, THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL STATEMENTS OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY, OR ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE.

    SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, SO THE FOREGOING DISCLAIMERS LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

    Without limiting the foregoing, under no circumstances shall Image Research, LLC or its suppliers be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

  1. Intellectual Property Rights. Except as stated herein, you acknowledge that Image Research, LLC owns all right, title, and interest in and to the Site and Service, including, without limitation, all content and intellectual property rights therein, which are protected by U.S. and international intellectual property laws. ImageExpres™ is a trade mark of Image Research, LLC. Other product and company names mentioned herein may be the trademarks or service marks of their respective owners. You agree that you will not in any way, directly or indirectly copy, reproduce, produce, distribute, transmit, alter, modify, or create derivative works of the Site, the Service, or any content therein. Any rights not expressly granted herein are reserved to Image Research, LLC.

  1. General.

    1. Choice of Law; Venue. You agree that this agreement shall be governed by the laws of the State of Delaware, U.S.A, exclusive of its law respecting choice of laws. You hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts in Montgomery County, Pennsylvania, U.S.A. in all disputes arising out of or relating to the use of the Site or Service.

    1. Beneficiaries. You are not a beneficiary of any obligation Image Research, LLC owes to a third party, and no other person is a beneficiary of any obligation Image Research, LLC owes to you.

    1. Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Image Research, LLC as a result of the Agreement, or the use of the Site or Service.

    1. Indemnification. You understand and agree that you are personally responsible for your behavior in connection with the Service. You agree to and hereby indemnify, defend and hold harmless Image Research, our parent company BioMedical Computer Research Institute, Inc., affiliated companies, joint ventures, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of (a) images or other content you post to the Site or submit through the Service, (b) use or misuse of the Service by you or any other person who accesses the Service using your account, (c) any violation of these Terms of Service and Use, or (d) any violation of any rights of a third party.

    1. Severability. If any provision of the Agreement is held to be invalid or unenforceable including, but not limited to, the warranty disclaimers and liability limitations set forth above, then such provision shall be struck and the remaining provisions shall be enforced.

    1. No Waiver. Image Research, LLC failure to act with respect to a breach by you or others does not waive Image Research, LLC right to act with respect to subsequent or similar breaches.

    1. No Assignment. You may not assign or transfer any right or duty under the Agreement, including, without limitation, the Service, and any attempt to the contrary is void.

    1. Integration; Amendment. The Agreement is the entire understanding and agreement between you and Image Research, LLC with respect to the subject matter hereof. When in conflict, these Terms control over other provisions of the Agreement. Except as specified herein, no amendment may be made to the Agreement unless the same is in writing and signed by an authorized representative of Image Research, LLC.

    1. Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.

    1. Copies. A printed version of this agreement shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.