Our technology spans the patient journey to streamline processes and connect physicians, no matter where they are.
This Cloud Services Schedule supplements the Master Services Agreement/Software Services Agreement (the “Agreement”) between Intelerad and Client which governs Client’s use of the Licensed Software, specifically, the modules of the Licensed Software pertaining to Intelerad’s delivery of cloud-based services (the “Cloud Service(s)”). If the Cloud Services are provided to Client by a Third-Party service provider not engaged by Intelerad, such Cloud Services will be governed by the corresponding agreement or license between Client and the Third-Party service provider and not Intelerad.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement.
After execution of the Agreement, Intelerad and Client shall mutually agree upon a recurring window of time where Intelerad shall perform routine maintenance and upgrades to the Cloud Service (“Maintenance Window”). During the Maintenance Window Client shall not have access to the Cloud Service; however, any outage due to routine maintenance performed during the Maintenance Window shall not be considered a breach of Intelerad’s obligations described in the Agreement, nor shall such downtime be factored into any warranty or credit calculation regarding a specific uptime of the Cloud Service.
Client agrees that Intelerad may authorize third parties to process Client Data provided that a third party’s agreement with Intelerad protects Client Data in a comparable way to the protections described in the Agreement and terminates the third party’s access to Client Data within a reasonable time upon termination of the Agreement.
Intelerad is not responsible for performance or availability issues of the Cloud Service, including but not limited to the following reasons:
Intelerad shall provide the Cloud Services in any manner it deems appropriate to meet its obligations hereunder and, to ensure uninterrupted service, Intelerad may relocate the Client Data at any point during the term of the Agreement to a different server which may be managed by a third party.
Client shall be responsible for (a) its users’ compliance with the Agreement (b) the accuracy, quality, and legality of Client Data and the means by which Client acquired Client Data, (c) preventing unauthorized access to or use of the Cloud Services and for promptly notifying Intelerad of any such unauthorized access or use, (d) using the Cloud Services only in accordance with the Agreement and applicable laws and/or regulations, and (e) compliance with licensing terms related to any Third-Party Software.
Client shall notify Intelerad regarding any potential or actual security incidents and Intelerad shall promptly assist Client with resolving such security incident to a commercially reasonable extent. Should Client fail to notify Intelerad of any security incident, Intelerad reserves the right to disconnect Client’s servers and access to the Cloud Service until such time as Client has provided all relevant information to enable Intelerad to resolve such Security Incident.
Client shall not utilize any technology that disrupts or circumvents Intelerad’s ability to monitor Client’s concurrent users or other license restrictions.
Client hereby grants Intelerad, a non-exclusive, transferable, right and license to use, copy, transmit, modify and display Client Data for the purpose of providing the Cloud Service hereunder.
Client shall ensure that its users do not share logon credentials or attempt to access the Cloud Service without providing valid logon credentials specific to such individual. Client shall maintain, in connection with the use of the Cloud Service, reasonable and appropriate technical, physical, and procedural access controls and system security requirements and devices. Client shall maintain the confidentiality and security of all user logon credentials.
Intelerad may suspend, limit or revoke the Client’s use of the Cloud Service if Intelerad determines Client has materially breached its obligations in the Agreement.
Client shall be solely responsible for all use or misuse of user logon credentials. Client shall indemnify, defend, and hold harmless Intelerad and its officers, directors, shareholders, employees, contractors, suppliers and agents harmless from and against any losses, damages, liabilities, costs, and expenses (including, without limitation, legal fees and costs) resulting from or relating to client’s failure to maintain the security of user logon credentials, any unauthorized use or disclosure of information, any security breach, or violation of law. Client acknowledges that Intelerad is reliant on Client’s direction as to the extent to which Intelerad is to use and process Client personal data within the Cloud Service. Consequently, Intelerad will not be liable for any claim brought by a patient or individual arising from any action or omission by Intelerad, to the extent that such action or omission resulted directly from the Client’s instructions.
The limitations on liability set forth in the Agreement apply to this Cloud Services Schedule.
Upon termination of the Agreement, Client shall migrate Client Data out of the Cloud Service within a period determined by Intelerad. Client waives all legal notices to vacate Intelerad’s network. Intelerad may charge for certain activities related to the Client Data, performed at Client’s request (for example, exporting data, delivering data in a specific format, migrating to another provider). Such charges shall be in accordance with Intelerad’s then-current professional service fees. Intelerad has no responsibility to maintain backups of Client Data following termination.
Intelerad will return Client Data upon Client’s reasonable request, made during the Term. If Client does not request the return of its data within the Term, then Client agrees and acknowledges that Intelerad will be entitled to destroy the data by secure means.
Client shall remain the owner of the Client Data transmitted to Intelerad in connection with the Agreement.
Client warrants that it has all necessary consents and permissions to transmit Client Data to Intelerad.
