Terms of Use

 RamSoft hereby grants to you a personal, limited, non-exclusive, non-sublicensable, nontransferable, non-assignable license to use the Software, in machine executable object code form, and any related Documentation as follows: 

 1. SOFTWARE 

 a) You agree that you shall only use the Software and Documentation in a manner that complies with (i) Indications for Use; (ii) all applicable laws, regulations and the like in the jurisdictions in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning medical uses, copyright and other intellectual property rights. All rights not expressly granted are reserved. 

 b) You may not: (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) the Software, in whole or in part, or create derivative works based upon the Software or Documentation; (ii) copy the Software or Documentation; (iii) remove any proprietary notices or labels on the Software or Documentation. Any such forbidden use shall immediately terminate your license to the Software and Documentation. 

 c) You acknowledge that you are accessing electronic Protected Health Information ("ePHI") as a part of continued medical care provided by you to the subjects of the ePHI that you access. You understand that you are only authorized to access the ePHI of individuals for whom you are directly providing medical care and are only authorized to access the ePHI that is necessary to provide that medical care. You further understand that your access to ePHI on this site may be monitored and audited and that, if it is determined that you have accessed any individual's ePHI, among other things, the operator of this site reserves the right to limit or eliminate your future rights to access ePHI using this site. 

 USA: You also acknowledge that you are a “Covered Entity” or “Business Associate” as defined under HIPAA and, as such, you are obligated to meet the requirements of HIPAA related to the access, use, and disclosure of ePHI. 

 2. INDEMNIFICATION 

 The Software is not intended to replace the skill and judgment of a qualified medical practitioner and should only be used by people that have been appropriately trained in the Software's functions, capabilities and limitations. You agree to hold harmless, indemnify and defend RamSoft, its suppliers, officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to your use of the Software. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. 

 3. TITLE 

 Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in RamSoft. The Software is protected by the copyright laws of Canada, the United States and by international copyright treaties. Aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of RamSoft. You agree not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of RamSoft. RamSoft also retains all right, title, and interest in and to the trademarks, trade names, logos, and icons (collectively "Marks") used in or identifying the Software or its features and you may not use such Marks without the prior written permission of RamSoft. 

 4. MISCELLANEOUS 

 This Terms of Use shall constitute the complete and exclusive Terms of Use between the Parties regarding the subject matter herein, notwithstanding any variance with any other written instrument submitted by you, whether formally rejected by RamSoft or not. The Terms of Use are subject to change without notice, in RamSoft's sole discretion, by updating them within the Software. If any of the Terms of Use are held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render unenforceable or invalid the entire Terms of Use. Instead, such term or condition shall be construed and enforced to the extent practicable and lawful as if it has been more narrowly drawn so as not to be invalid or unenforceable, or otherwise shall be severed from the other provisions of this Terms of Use and the remaining provisions shall remain in effect and be enforceable in accordance with their terms. The parties specifically acknowledge and agree that this Agreement be drafted and fully enforceable as written in the English language. The Terms of Use shall be governed by the laws of the Province of Ontario, Canada, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the courts sitting in Toronto, Canada. You expressly agree that any claim alleged by you must be brought within one year of the date the cause of action arose or be forever waived. To the extent that you have breached or have indicated your intention to breach this Terms of Use in any manner which violates or may violate RamSoft's intellectual property rights, or may cause continuing or irreparable harm to RamSoft (including, but not limited to, any breach that may impact RamSoft's intellectual property rights, or a breach by reverse engineering), RamSoft may seek injunctive relief, in addition to any other appropriate relief, in any court of competent jurisdiction. This Terms of Use will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.