NSV, INC. 
END USER LICENSE AGREEMENT

This is a legal agreement (“Agreement”) between you, the Licensed user (“Licensee” or “you”), and NSV, Inc. (“NSV”) and governs your use of the MediTabTM technology, including its hardware and software components, and any accompanying services provided by NSV, all of which is referred to herein as “the Solution” and is further defined below.

 

BY CLICKING ON THE “CONSENT” BUTTON, AND/OR BY USING THE SOLUTION OR ONE OF ITS COMPONENTS IN ANY MANNER, YOU ARE AFFIRMATIVELY INDICATING YOUR CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND THIS AGREEMENT AND ANY UPDATED VERSION THEREOF IS EFFECTIVE ON THE DATE ON WHICH YOU AFFIRMATIVELY INDICATE YOUR CONSENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “CONSENT” BUTTON,  AND DO NOT ACCESS AND/OR USE THE SOLUTION.

 

  1. DEFINITIONS. 

    1. “Authorized User” means any employee, agent, independent contractor, or representative of Licensee who uses the Solution (defined below) under Licensee’s control and supervision pursuant to Licensee’s License (defined below) in this Agreement and the Subscription (defined below) between Licensee and NSV, and for whose individual actions in using the Solution Licensee is fully  responsible and liable.

    2. “Documentation” means any brochure, user-manual,  and/or technical documentation, instructions and specifications that NSV provides to assist a Licensee in the use of the Solution (defined below). 

    3. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as modified by the Health Information Technology for Economic and Clinical Health Act and all rules, regulations, and related federal and state laws and acts promulgated under and in connection with such federal statutes.

    4. “Intellectual Property” means copyrighted works, trademarks, service marks , trade secrets and confidential information, patents, and any pending applications or registrations of any of the foregoing, and any other form of intellectual property recognized under the law of any jurisdiction in the world.

    5. “Intellectual Property Rights” means all legal rights of ownership and/or enforcment in any item of Intellectual Property, no matter how arising under common law, statutory law, agency regulation, court ruling, administrative ruling, or treaty, including moral rights, rights arising under contract, and/or any other proprietary and/or enforcement rights existing under the law of any jurisdiction in the world.

    6. “Patient Information” means, collectively, information and data related to the provision of health care to patients, their health status, medical records, and related information and documents, including consent to treatment forms, authorization to disclose medical information forms, Medicare forms, Medicaid forms, living wills, Directives to Physicians and Family or Surrogates, Medical Powers of Attorney, Do-Not-Resuscitate Orders, Declarations of Mental Health Treatment, x-rays and images, reports, and lab and test results, medical treatments performed by Licensee and/or other “Healthcare Providers” as that term is defined under HIPAA, and other “protected health information,” as defined under HIPAA and similar terms as defined by state or federal laws or by laws of other jurisdictions, if applicable.

    7.  “Solution” means the MediTab technology, which consists of sensors, software platforms, SaaS software, downloadable software apps, firmware, AI algorithms, ECG components, cameras, security components, other hardware components, any connector products and/or APIs owned by NSV, as well as any Updates (defined below), add-ins, or other executables made available by NSV, along with any services provided by NSV as part of the Solution. This definition of the Solution excludes any Third Party Software and Open Source Software (each as defined in Section 2.4).

    8.  “Subscription” means the terms under which Licensee and its Authorized Users may access the Solution.

    9. “Update” means an update of the software component(s) of the Solution that NSV makes available.  Updates include only the Solution licensed by Licensee hereunder, and do not include any new options, new or future product, or any upgrade in features, functionality or performance of any software or hardware that NSV licenses separately from the Solution, or which NSV offers only for an additional fee.

    10. “Use” of the Solution means and includes any action of accessing, downloading, operating or executing the Solution.

 

  1. LICENSE GRANT; FEATURES; SERVICES.

    1. License.  Subject to the terms and conditions of this Agreement, NSV grants Licensee a nontransferable, nonexclusive license (without the right to sublicense) to use the Solution, and for the term provided in Licensee’s Subscription (“License”).  Licensee’s use of Solution is limited to the number of Hosts for which Licensee is current in the payment of applicable License fees under Licensee’s Subscription Agreement.

    2. Licensee’s Assumption of Risk.  Licensee understands, acknowledges, and agrees to all of the following as a precondition of and Use of the Solution under the License: (a) that NSV does not offer medical advice or medical treatment as part of the Solution, and therefore Licensee assumes all risk in Licensee’s use of the Solution in connection with making medical diagnoses, giving medical advice, and/or providing medical treatment for any specific injury, malady, disease, medical condition, or ailment; and (b) that Licensee assumes all risk of misdiagnosis and personal injury arising in connection with Licensee’s use of the Solution, and Licensee accordingly releases and discharges NSV from responsibility or liability for any and all legal claims which may arise from Licensee’s use of the Solution.  

    3. The License and Patient Information.  Under the License, the Solution may be used to lawfully transmit, collect, access, manage, and display Patient Information by and among you and other authorized Healthcare Providers, and their employees, business associates, and contractors, as those terms are defined under HIPAA. You acknowledge and agree that Patient Information related to your treatment of patients may be stored by NSV and/or its licensees and service providers in connection with providing the Solution. You acknowledge and agree that the Patient Information stored by NSV shall not serve as the system of record for any patient, personal representative of a patient, health care provider, any business associate of a health care provider, or any affiliates of the foregoing. You agree that your provision and use of all Patient Information will be in compliance with HIPAA and all other applicable Laws.

    4. License Restrictions. Licensee shall not, and shall not allow any Authorized User or third party to: (a) decompile, disassemble, or otherwise reverse engineer the Solution or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Solution by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to NSV); (b) distribute, sell, sublicense, rent, or lease the Solution or the Documentation (or any portion thereof) or attempt to distribute, sell, sublicense, rent, or lease the Solution or the Documentation (or any portion thereof); (c) use the Solution to unlawfully access, transmit, download, post, or communicate any data that you do not have the right to access, transmit, download, post, or communicate under applicable laws, including (collectively, “HIPAA”); (d) use the Solution to invade the privacy of any person by unlawfully accessing, transmitting, communicating, or disclosing any personally identifiable information (such as, but not limited to, names, addresses, email addresses, telephone numbers, Social Security numbers, credit card numbers, or personal health care and history information) in contravention of any privacy laws of any jurisdiction in which such laws are applicable to Licensee, including but not limited to the privacy directives of the European Union; (e) remove any product identification, proprietary, copyright or other notices contained in the Solution or the Documentation (including any reports or data printed or exported from the Solution); (f) modify any part of the Solution or the Documentation, create a derivative work of any part of the Solution or the Documentation, incorporate the Solution into or with other software, or use the Solution (or any part thereof) to provide any product or service to a third party, except to the extent expressly authorized in writing by NSV;  (g) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Solution; or (h) use the Solution (or any component thereof) or the Documentation (or any portion thereof) for any purposes not expressly permitted under this Agreement. LICENSEE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT ANY VIOLATION OR SUSPECTED VIOLATION OF THE FOREGOING LICENSE RESTRICTIONS BY LICENSEE OR ONE OF ITS AUTHORIZED USERS MAY CONSTITUTE GROUNDS ON WHICH NSV MAY, IN ITS SOLE DISCRETION, SUSPEND OR TERMINATE LICENSEE’S LICENSE TO USE THE SOLUTION, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO NSV AT LAW OR EQUITY.

    5. License Management Solution. The Solution may utilize a license management solution which enables use of the Solution as purchased by Licensee in accordance with the restrictions provided by Licensor.  The license management solution may prevent or restrict additional user login, availability of certain functionality, processing of additional data or setup of new Authorized Users until a valid amended or extended License is obtained by Licensee from NSV.

    6. Third-Party and Open Source Software.  The Solution may be distributed with or contain or use certain third-party proprietary software (“Third-Party Software”) and certain “open source software” or “free software” (“Open Source Software”), which may be identified in the Documentation, or, if not so identified, NSV shall provide a list of such Third-Party Software and Open Source Software and copies of their governing licenses, upon request.  Such Third-Party Software and Open Source Software  (i) are not subject to the terms and conditions of Sections 2.1 (License) or 7 (Indemnification), and (ii) are licensed under the terms of the end-user license that accompanies such software.  Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the terms and conditions of any applicable end user license for the Third-Party Software and Open Source Software. If required by any license for particular Open Source Software, NSV makes such software, and NSV’s modifications to that Open Source Software, available by written request.

    7. Support.  For such period as Licensee has paid the applicable fees pursuant to Licensee’s Subscription, NSV shall provide services for the Solution (“Support”).

 

  1. AUDIT RIGHTS. 

Licensee acknowledges and agrees that NSV may, at its expense, audit Licensee’s use of the Solution.  Any such audit shall either be conducted by means of remote access from an NSV location or on-site during regular business hours at Licensee’s facilities, and shall not unreasonably interfere with Licensee’s business activities. 

  1. PROPRIETARY RIGHTS.

The Solution and any Third Party Software are licensed and not sold to Licensee.  NSV and its suppliers exclusively own or license all Intellectual Property and all Intellectual Property Rights in and to the Solution and Third Party Software, and any modifications, upgrades, improvements, enhancements, customizations, Updates, or derivative works thereof.  No title or ownership of NSV’s Intellectual Property Rights passes under this Agreement, and all rights not expressly granted to Licensee in this Agreement are reserved.  Licensee may provide suggestions or improvements to NSV in connection with this Agreement (“Feedback”).  NSV shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Solution any such Feedback.

 

  1. TERM AND TERMINATION.


5.1       Term. The term of this Agreement shall commence on the Effective Date and shall, unless terminated earlier in accordance with the provisions of this Agreement, remain in force for the period of Licensee’s Subscription.

5.2    Termination.  NSV may terminate this Agreement for any reason, including convenience, by providing reasonable advance notice to Licensee.  NSV may terminate this Agreement immediately with or without notice to Licensee in the event that Licensee or any Authorized User of Licensee materially breaches any of the terms of this Agreement.  Termination of this Agreement shall not relieve Licensee of its obligation to pay all fees owed by Licensee under the terms of Licensee’s Subscription. 

5.3       Effects of Termination. Upon expiration or termination of this Agreement for any reason, (a) all licensed rights granted in this Agreement will immediately cease; and (b) Licensee and all of Licensee’s Authorized Users will promptly discontinue all use of the Solution and Documentation and return to NSV any Confidential Information in Licensee’s possession or control. 

  1. WARRANTIES AND DISCLAIMERS.  NSV warrants that the Solution, will operate substantially in accordance with this Agreement and the Documentation for ninety (90) days from the earlier of the date of first download, accessing, or installation of the Solution. Licensee’s exclusive remedy and NSV’s sole liability for breach of this warranty is that NSV shall, at its own expense, use commercially reasonable efforts to correct or replace any defective component of the Solution.  This warranty will only apply if there is no modification, alteration or addition which has been made to the Solution by any person other than NSV or its authorized agents.  EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, NSV AND ITS SUPPLIERS OR LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES FOR THE SOLUTION, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  LICENSEE AGREES THAT NEITHER NSV NOR ITS SUPPLIERS OR LICENSORS MAKES ANY WARRANTY THAT THE SOLUTION WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF LICENSEE’S PARTICULAR PURPOSES, EXPECTATIONS, OR NEEDS.  EXCEPT AS STATED ABOVE, NSV AND ITS SUPPLIERS PROVIDE THE SOLUTION ON AN “AS IS” AND “AS AVAILABLE” BASIS.  NSV DOES NOT OFFER MEDICAL ADVICE OR MEDICAL TREATMENT AS PART OF THE SOLUTION.  NSV MAKES NO WARRANTY OR REPRESENTATION THAT LICENSEE’S USE OF THE SERVICES WILL IMPROVE THE HEALTH OR PROVIDE HEALTH BENEFITS TO LICENSEE OR ANY PATIENT OF LICENSEE. NSV provides no warranties with respect to Third Party Software and Open Source Software; however, Licensee shall have the benefit of any third-party warranties, service agreements and infringement indemnities contained in the purchase agreements or licenses applicable to the Third-Party Software and Open Source Software. 

  2. LIMITATIONS OF LIABILITY.  EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NSV’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO LICENSEE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO NSV DURING THE PRIOR TWELVE (12) MONTHS UNDER LICENSEE’S SUBSCRIPTION. “Excluded Claims” means any claim arising from a breach of Section 2 or 9 or their subsections. The parties agree that the limitations specified in this Section 6 will survive termination of this Agreement.

  3. INDEMNIFICATION. Licensee shall indemnify and hold harmless NSV, its officers, directors, employees, agents, representatives, and licensors from, and, at Licensee’s expense, shall defend NSV against, any loss, damage or expense (including reasonable and directly related legal costs) that NSV incurs or becomes liable for as a result of any breach by Licensee, by any of its Authorized Users, or by its agents, representatives, or others for whom Licensee is responsible, of any of the terms of this Agreement; any negligent, reckless or willful act or omission by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible; any failure by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible to comply with applicable laws in performing under this Agreement; any misuse by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible of the Solution or of the Documentation; or, any claim made against NSV by any third party for which NSV is not liable under this Agreement, and which arises as a consequence of use of the Solution by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible.  Licensee shall reimburse NSV for its expenses under this Section as they are incurred.  NSV shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. Licensee, in the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of NSV obtained in advance, enter into any settlement which adversely affects NSV’s rights or which does not include, as an unconditional term, a release granted to NSV of all liabilities in respect of such claim, action or proceeding.  

  4. CONFIDENTIALITY.  “Confidential Information” means any and all information related to NSV’s business that is labeled or identified as “confidential” or “proprietary”; or otherwise is of such a type or disclosed in such a way that a reasonable person would understand that the information disclosed is confidential or proprietary, including, without limitation, software, source code and specifications, trade secrets, development plans, content, technical information, business forecasts and strategies, and information regarding personnel, customers and suppliers.  Without limiting the foregoing, the Solution and Documentation are the “Confidential Information” of NSV.  Licensee agrees to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party by using the same degree of care, but no less than a reasonable degree of care, as the receiving party uses to protect its own Confidential Information of a like nature against unauthorized dissemination and use, not to disclose such Confidential Information to any third parties, except as described herein and not to use any Confidential Information except for the purposes of this Agreement.  With the advance written permission of NSV, Licensee may disclose NSV’s Confidential Information to its responsible employees and contractors with a bona fide need to know, but only to the extent necessary to carry out the purposes of this Agreement, and only if such employees and contractors are subject to a nondisclosure agreement sufficient to protect NSV’s Confidential Information hereunder.  The restrictions set forth in this section will not apply to any Confidential Information that Licensee can demonstrate by a preponderance of evidence (a) was known to it prior to its disclosure; (b) is or becomes publicly known through no wrongful act of Licensee; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is, by clear and convincing evidence in the possession of Licensee, independently developed by Licensee without reference to NSV’s Confidential Information.  The parties agree that a breach of this section may cause NSV irreparable damage which money cannot satisfactorily remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, NSV shall be entitled to seek injunctive relief for any threatened or actual unauthorized disclosure.

  5. PUBLICITY. NSV may use Licensee’s name, logo and marks to identify Licensee as a customer of NSV on NSV’s website and other marketing materials.

  6. U.S. GOVERNMENT END USERS.  The Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212.  The Solution is provided to any federal, state or local government agency only subject to the terms and conditions of this Agreement and such additional terms as are agreed by the parties in a properly executed writing and that are consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4.

  7. FORCE MAJEURE.  NSV shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, or any other cause which is beyond the reasonable control of NSV.

  8. GOVERNING LAW AND DISPUTE RESOLUTION.  This Agreement will be governed by and construed under the laws of the State of Pennsylvania without regard to its conflict of laws provisions and without regard to the United Nations Convention on the International Sale of Goods.  The parties agree that any dispute that arises under this Agreement which cannot be resolved within thirty (30) days by good-faith negotiations between the parties shall be submitted to mandatory mediation in the city of Philadelphia, Pennyslvania and before a single mediator accredited and chosen by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”).  The mediation shall take place within sixty (60) days after submission to JAMS, and it shall last no longer than ten (10) hours on one (1) working day, unless the parties agree to an extension of the mediation.  The mediator shall apply U.S. and Pennsylvania law to the substantive issues and the JAMS’ Rules for Commercial Mediation to the procedural issues.  The parties shall bear their own costs for the mediation, and they shall split equally the costs of the mediator.  The resolution proposed by the mediator shall be binding with the consent of the parties, and it shall be submitted to any state or federal court in Philadelphia, Pennsylvania for enforcement, which courts, the parties agree, have exclusive jurisdiction and venue for adjudication of disputes under this Agreement.  If a party is not satisfied with the result proposed by the mediator, such party shall have the right to file suit in any court having jurisdiction in Philadelphia, Pennsylvania.  Notwithstanding the foregoing, in circumstances of breach or alleged breach, NSV may apply for injunctive relief at any time to any court having jurisdiction over Licensee.    

  9. GENERAL. All notices, under this Agreement must be delivered in writing by courier, by facsimile, by pdf attachment to an email, or by certified or registered mail (postage prepaid and return receipt requested) and shall be effective upon the earlier of receipt or three (3) business days after being deposited in the mail as required above.  The parties hereto are independent contractors.  Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties.  Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.  Licensee may not assign or transfer this Agreement or its rights and obligations under this Agreement. Licensee agrees not to export the Solution in violation of the laws and regulations of the United States or any other nation.  Any delay in or failure of performance by either party under this Agreement, other than a failure to pay amounts when due, shall not be considered a breach of this Agreement and shall be excused to the extent caused by any occurrence beyond the reasonable control of such party.  If any legal action is brought to enforce this Agreement, the prevailing party shall be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.  The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. This Agreement may be amended only by a written document signed by both parties.  If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable and the remaining provisions shall continue in full force and effect.  This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.  NSV retains the right to revise this EULA at any time, and Licensee acknowledges that its continued use of the Solution after any such revision of this EULA shall make any revised provisions of the EULA binding on Licensee. 

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USA

NSV, Inc.

7540 Windsor Dr

Suite# 303

Allentown, PA 18106

+1-610-910-9353

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INDIA

Neo Sense Vector Technology Pvt. Ltd.

Office 31, 3rd Floor

Commerce House - 4, Prahlad Nagar, 

Ahmedabad, Gujarat 380015

 

+91-635-221-5152

 

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