XoranConnect^®

PLEASE READ THE TERMS OF THIS ONLINE SOFTWARE LICENSE AGREEMENT ("AGREEMENT") WHICH ARE PRESENTED ELECTRONICALLY WHEN ACCESSING THE SOFTWARE. BY CLICKING THE "ACCEPT" BUTTON, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "DECLINE."

Definitions of License Types

1. Category 1 Licensees:in-warranty MiniCAT™ customers and out-of-warranty MiniCAT™ customers with a full XoranConnect^® subscription
2. Category 2 Licensees: consulting radiologists or other physicians who review specified scans at the request or by referral from Category 1 Licensees
3. Category 3 Licensees: patients or physicians with access to a single, temporary patient account ....

Section A – Applies to All Licensees

IMPORTANT NOTE: The XoranConnect^® software may be used to access Patient Information. If you are a treating physician it is licensed to you for the sole purpose of accessing only the Patient Information of your patients. If you are a consulting physician or radiologist, it is licensed to you for the sole purpose of accessing only the Patient Information of the patients referred to you for consultation. If you are a patient, it is licensed to you for the sole purpose of accessing only your Patient Information. You shall at all times maintain the confidentiality of all Content and Patient Information accessed via XoranConnect^® and shall at all times abide by all applicable patient information and privacy laws and regulations, including but not limited to the Privacy Rule and Security Rule (45 CFR Parts 160 and 164) promulgated by the U.S. Dept. of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996 (collectively, "HIPAA"), Public Law 104-191. This Agreement applies to you, and if you are using XoranConnect^® on your employer's behalf, to your employer as well. Xoran reserves the right to change this Agreement from time to time at its sole discretion. Your use of XoranConnect^® will be subject to the most current version posted on this website at the time of your use. If you do not wish to be bound by this Agreement, do not use XoranConnect^® or access, print, download or use any Content or Patient Information via XoranConnect^®.

1. 1. Content. XoranConnect^® is owned and operated by Xoran Technologies LLC ("Xoran"). Excluding Patient Information, all information in any medium or format furnished by Xoran hereunder, including text, scans, images, data, graphics, links, captions, or other information (collectively, "Content") is owned by Xoran or our Content providers. XoranConnect^® software and all Content is protected by U.S. and international copyright laws. All rights not expressly and specifically granted under this Agreement are reserved to Xoran.
2. 2. Patient Information. As used in this Agreement, "Patient Information" shall have the same meaning as the term "Protected Health Information" as defined under HIPAA, as the same may be amended from time to time
3. 3. License. Subject to the terms of this Agreement, Xoran grants to you a limited, non-exclusive, non-transferable license to use XoranConnect^® via this website, together with its associated documentation, solely for your own internal business operations during the term of this Agreement. No other, further or different license is granted or implied and no assignment of any right or interest is made or intended herein. In particular, no license is granted to permit any third party to use XoranConnect^®, and you are prohibited from sublicensing any rights to any third party. Nothing in this Agreement shall be deemed to grant you any right which is of a more extensive nature than is possessed by Xoran.

Unless you have Xoran’s prior permission or specific authorization from your XoranConnect^® License, you may not: (i) modify, create derivatives of, reverse engineer, decompile, or translate the XoranConnect^® software or integrate it with any other software; (ii) deliver, provide access to, directly or indirectly, or otherwise make the Content or Patient Information available to any third parties, (iii) download or print any portion of the Content or Patient Information, (iv) reformat any Content or Patient Information, (v) extract data from or copy any Content or Patient Information, or (vi) mirror or archive any Content or Patient Information on any server or computer, or retransmit any Content or Patient Information from XoranConnect^®, or any modified versions thereof.

You may not remove any copyright, HIPAA or any proprietary notices. Using bots, spiders and other indexing agents to "crawl," retrieve or copy all or any part of XoranConnect^® or any Content or Patient Information is prohibited. Your use of XoranConnect^® and any Content and Patient Information shall comply with all applicable laws. Xoran may restrict or remove the use of any features of XoranConnect^® or any Content or Patient Information for any reason at any time.

1. 4. User Name and Password. Xoran may provide you with a unique user name ("User Name") and a unique password ("Password"). You shall take such actions as are necessary to maintain the confidentiality of, and to prevent the unauthorized use of, each User Name and Password. You also agree to notify Xoran immediately if you determine, or have reason to believe, that an unauthorized party has gained access to an User Name or a Password, or that a person previously authorized by you is no longer authorized for any reason, including termination of employment.
2. 5. Availability of XoranConnect^®. While Xoran makes reasonable efforts to ensure that XoranConnect^® is available at all times, Xoran does not guarantee, represent or warrant that XoranConnect^® will be uninterrupted or error-free, and Xoran does not guarantee that users will be able to access or use all XoranConnect^® features at all times. Xoran may change, suspend or discontinue any (or all) aspects of XoranConnect^® at any time, including the availability of any XoranConnect^® feature. Xoran may also impose limits on the use of or access to certain features or portions of XoranConnect^®, or restrict your access to any part or all of XoranConnect^®, in all cases without notice or liability. You must read and accept any separate software or other license agreement or terms of use for particular products, services or features of XoranConnect^®, if you elect to use those products, services or features.
3. 6. Termination. This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from Xoran if you fail to comply with any term of this Agreement. Xoran reserves the right to terminate this Agreement or to revoke your authorization to view, download, print and use the Content or Patient Information on XoranConnect^® at any time. Upon the termination of this Agreement, you shall cease all use of XoranConnect^®.
4. 7. No Warranties. XORANCONNECT^®, THE CONTENT, AND ANY PRODUCTS OR SERVICES PROVIDED HEREIN OR OFFERED VIA XORANCONNECT^® ARE OFFERED AND PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." XORAN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING WITHOUT LIMITATION THE OPERATION OR AVAILABILILTY OF XORANCONNECT^®. THIS DISCLAIMER OF WARRANTIES INCLUDES WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT.

Xoran also does not guarantee or warrant that any Content or Patient Information you may have in your account at XoranConnect^® will not be subject to inadvertent damage, corruption or destruction. Unless your subscription includes the Offsite Backup feature within XoranConnect^®, Xoran will not be responsible for and Xoran will have no obligation or liability to you for any archiving or backup of any such Content or Patient Information.

Xoran expressly disclaims any responsibility or liability for any and all adverse medical or legal effects, including personal, body, emotional, property or business injury or loss, and for damages or loss of any kind whatsoever, resulting directly or indirectly, whether from negligence, intentional acts or otherwise, from the use or misuse of XoranConnect^®, from errors in XoranConnect^®, or from misunderstandings arising from XoranConnect^® itself or its use ("Claims").

1. 8. Indemnification. You agree to indemnify, defend, and hold harmless Xoran against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement, (ii) any Claims as defined above, (iii) the use of XoranConnect^® and the use of any Content or Patient Information either alone or in combination with any other materials, software, hardware or other equipment or systems, (iv), your failure to abide by any restriction regarding the use of Content or Patient Information, or (v) any claim by a third party related to the use of Content or Patient Information, alone or in combination with any other material.
2. 9. Data Collection and Privacy. XoranConnect^® may contain or use technology that provides Xoran with information regarding your use of XoranConnect^®, or which permits Xoran to audit your compliance with this Agreement. Xoran may collect general statistical information about your accessing or viewing XoranConnect^® such as, but not limited to, the total number of visitors, most-accessed services or areas on XoranConnect^®, your IP address, etc. Xoran may use such data to better serve you and to improve XoranConnect^® features. Xoran may collect user e-mail addresses. You hereby consent to receive communications from Xoran by e-mail. Such communications may include marketing information, updates about the services provided in connection with XoranConnect^®, or other information.
3. 10. Choice of Law and Jurisdiction. Any dispute regarding this Agreement shall be governed by the laws of the state of Michigan and applicable U.S. federal law. You agree to accept the exclusive jurisdiction of the state and federal courts located in Ann Arbor, Michigan, U.S.A. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language.
4. 11. Export Law Assurances. You may not use or otherwise export or re-export XoranConnect^® software except as authorized by United States law and the laws of the jurisdiction in which XoranConnect^® was obtained. In particular, but without limitation, XoranConnect^® may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using XoranConnect^®, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
5. 12. Government End Users. XoranConnect^® software and related documentation are "Commercial Items," 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
6. 13. No Waiver; Severability. No action of Xoran, other than an express written waiver or amendment, may be construed as a waiver or all or any portion of this Agreement. Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause, and the remainder of the Agreement shall remain in full force and effect.
7. 14. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the use of the XoranConnect^® software and Content licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by Xoran. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.

Section B – Applies to Category 1 Licensees Only

1. 1. Supplement. The following terms and conditions amend the XoranConnect^® Software License Agreement only for: (a) MiniCAT™ customers during the applicable warranty period for their MiniCAT™ scanner; and/or (b) MiniCAT™ customers after the applicable warranty period for their MiniCAT™ scanner has expired, provided that such customers have entered into a written XoranConnect^® subscription agreement (collectively, "Customers"). Except as expressly amended herein, the XoranConnect^® Software License Agreement remains in full force and effect and unmodified. In any conflict between terms and conditions, the following order of priority shall determine which terms and conditions govern: (1) any written XoranConnect^® subscription agreement; (2) this Supplement; and (3) the XoranConnect^® Software License Agreement.
2. 2. Privileges. Unless otherwise agreed to in writing, each Customer shall be issued two (2) concurrent use licenses under this Agreement. Each license entitles the user to: (i) View all patient scans and studies and other note and reports associated with Customer’s account, (ii) Write and Sign notes and reports associated with Customer’s account, (iii) Save scans, studies, notes and reports associated with Customer’s account, (iv) Print notes and reports associated with Customer’s account, and (v) Refer individual patient scans or studies and associated notes and reports to consulting radiologists and physicians, or alternatively, to individual patients. In all cases, Customer agrees to exercise these privileges only as permitted by HIPAA and by Xoran.
3. 3. Additional Features. Xoran may provide the following features to Customers during the applicable warranty period for their MiniCAT™ scanner; or to Customers that have entered into a written XoranConnect^® subscription agreement:
   1. Offsite Backup Xoran will remotely connect to Customer’s MiniCAT™ computer and periodically collect and backup scans and studies and other note and reports associated with Customer’s account on Xoran’s data backup servers. Xoran will restore applicable scans and studies and other note and reports associated with Customer’s account to Customer’s MiniCAT™ computer upon request.
   2. Account Management Customer will have access to administrator account management tools including sort and report functions.
4. 4. Termination or Expiration. Upon expiration or termination, all Customer privileges automatically terminate. Offsite backup will cease, although Xoran will retain exiting backups of scans, studies, note and reports associated with a terminated or expired Customer’s account for a period of not more than seven (7) years. After this period, Xoran may return all scans, studies, notes and reports associated with a terminated Customer’s account to the Customer. If reasonable attempts to return such scans, studies, notes and reports to a Customer are unsuccessful, Xoran may destroy these materials.

Section C – Applies to Category 2 Licensees Only

1. 1. Supplement. The following terms and conditions amend the XoranConnect^® Software License Agreement only for consulting radiologists or physicians collaborating with an existing MiniCAT™ Customer ("Consulting Physician"). Except as expressly amended herein, the XoranConnect^® Software License Agreement remains in full force and effect and unmodified. In any conflict between terms and conditions, the following order of priority shall determine which terms and conditions govern: (1) this Supplement; and (2) the XoranConnect^® Software License Agreement.
2. 2. Privileges. Unless otherwise agreed to in writing, each Consulting Physician shall be issued a single use license under this Agreement. The license is restricted in scope to the scans, studies and associated notes and reports of the patient who is the subject of the referral. The license entitles the Consulting Physician to: (i) View the subject patient’s scans and studies and associated notes and reports, and (ii) Write and Sign notes and reports for the subject patient. In all cases, Consulting Physician agrees to exercise these privileges only as permitted by HIPAA and by Xoran
3. 3. Termination or Expiration. Upon expiration or termination, all privileges automatically terminate.

Section D – Applies to Category 3 Licensees Only

1. 1. Supplement. The following terms and conditions amend the XoranConnect^® Software License Agreement for patients of MiniCAT™ Customers ("Patient"). Except as expressly amended herein, the XoranConnect^® Software License Agreement remains in full force and effect and unmodified. In any conflict between terms and conditions, the following order of priority shall determine which terms and conditions govern: (1) this Supplement; and (2) the XoranConnect^® Software License Agreement.
2. 2. Privileges. Unless otherwise agreed to in writing, each Patient shall be issued a single, temporary, restricted use license under this Agreement. The license automatically expires 90 days from the date of the treating physician’s initiation of the license. The license is restricted in scope to the scans, studies and associated notes and reports of the Patient. The license entitles the Patient to view only his or her scans and studies and associated notes and reports. In all cases, Patient agrees to exercise these privileges only as permitted by HIPAA and by Xoran.
3. 3. Termination or Expiration. All Patient privileges automatically terminate 90 days from the date of the treating physician’s referral.