iMARSMED Terms of Use

This agreement is made between iMARSMED, a subsidiary of iMARS Systems and the undersigned user concerning the right to use the Cloud Data Storage services and the medical office management software known as the iMARSMED software, any of its components, modules or services either rendered by iMARSMED or others.

iMARSMED LICENSES THE USE AND ACCESS TO THE “SOFTWARE” TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, THEN iMARSMED Systems, IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE FULL PRODUCT WITH PROOF OF PURCHASE TO THE DEALER FROM WHOM IT WAS ACQUIRED WITHIN SIXTY DAYS OF PURCHASE, AND YOUR MONEY WILL BE REFUNDED.

The software is licensed and not sold. In exchange for payment of either a one-time license fee or a monthly licensing fee. The following terms and condition apply to the use the software:

LICENSE AND WARRANTY:

The software that accompanies this license (the "software") is the property of iMARSMED or its licensors and is protected by copyright law. While iMARSMED continues to own the Software, you will have certain rights to use the Software after your acceptance of this license. Except as may be modified by license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows:

You May:

Fully comply with all applicable laws, including laws relating to maintenance of privacy, security, and confidentiality of patient and other health information and the prohibition on the use of telecommunications facilities to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material.

You may not:

• Abuse or misuse the System or the Services, including gaining or attempting to gain unauthorized access to the System, or altering or destroying information in the System except in accordance with accepted practices. • Use the System or Services in a manner that interferes with other Users' use of the System. • Use the System or the Services in any manner that violates our Policies and Procedures. • Use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the System or the Service.

Also, you may not:

(I) Copy the documentation which accompanies the Software; (II) Sublicense, rent or lease any portion of the Software; (III) Reverse engineer, recompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software. (IV) Transfer the software or the license agreement to a third party. (V) You will obtain no rights to the System except for the limited rights to use the System expressly granted by this Agreement.

Your Rights:

(I) We grant to you and you accept a non-exclusive, personal, nontransferable, limited right to have access to and to use the System, and a non-exclusive, personal, nontransferable, limited license to use any computer software furnished by us for access to or use of the System, for the purpose of obtaining the Services during the Term, subject to your full compliance with the terms and conditions set forth in this Agreement and with our Policies and Procedures. (II) The System includes certain third-party software and services, which may require that you enter into separate subscription or licensing agreements with third-party vendors. We may also make available optional services provided by third parties, such as billing, electronic prescribing and clinical laboratory reporting services, credit card processing, and payment collection, etc. You agree to comply with, and upon request to execute, such agreements as may be required for the use of such software or services, and to comply with the terms of any license or other agreement relating to third-party products included in the System or made accessible to you through the System. Your use of the System or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use.

Access to the System

You agree that your use of the System may be subject to certain verification procedures by us of your identity and credentials as a health care provider. You agree that we may use and disclose your Personal Information for such purposes, including (without limitation) making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to or use of the System at any time if we are unable at any time to determine or verify your qualifications or credentials.

Subject to the terms of this Agreement, you may use the health records stored in each patient chart for any purpose expressly permitted by applicable law. If you are granted access rights to another user’s protected information, you may use such information for treatment and for obtaining payment for treatment; provided that, except as expressly authorized. You may access only information pertaining to individuals with whom you have a treatment relationship or for whom a provider who has a treatment relationship with the individual has requested a professional consultation from you, or from whom you have received authorization to use their health information.

Upgrades and Modules:

iMARSMED may provide you with upgrades to the Software at any time it may become available. The Research and Development team at iMARSMED continually try to advance their products and introduce improved versions and additions (Modules) to their products. Many such additions or modules are currently in production and will be offered to you when available. You may purchase or use some if not all such upgrades and or additional modules when they are available.

RESEARCH:

(Limited access to demographics data) The user agrees that at certain intervals certain information from the iMARSMED database containing patient demographics data may be downloaded to a central processing center used for research purposes only. As an example the type of data used for research purposes may include age, city, zip code, referral source and occupation. No personal information will be accessed at any time.

Limited Warranty:

iMARSMED warrants that the Software will be free from defects for a period of sixty (60) days from the date of delivery of the Software to you. Your sole remedy in the event of a breach of this warranty will be that iMARSMED will, at its option, replace any defective media returned to iMARSMED within the warranty period. iMARSMED does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NO INFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

Disclaimer of Damages:

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL iMARSMEDAND OR TOPSURGEON.COM OR ANY OF THEIR EMPLOYEES, OFFICERS AND AGENTS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION TO ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF iMARSMEDOR IT'S AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER TAKES FULL RESPONSIBILITY AND SHALL INDEMNIFY, DEFEND AND HOLD iMARSMED Systems, AND ANY OF IT'S AGENTS HARMLESS AGAINST ANY AND ALL COSTS, LOSES, LIABILITIES, AND EXPENSES INCLUDING ATTORNEY'S FEES AND EXPENSES INCURRED OR SUFFERED AS A RESULT OF ANY ACTUAL OR ALLEGED USE OF THE SERVICES OFFERED BY iMARSMEDOR ANY OF IT'S AGENTS. ANY DEFENSE BY THE USER AS A RESULT OF ANY CLAIM SHALL BE AT THE USER'S EXPENSE.

IN NO CASE SHALL iMARSMED’S LIABILITY EXCEED THE PURCHASE PRICE FOR THE SERVICES AND THE SOFTWARE. The disclaimers and limitations set forth above will apply regardless of whether you accept the software.

General:

The laws of the state of California, USA, will govern this Agreement. Both you and iMARSMED may only modify by a license addendum, which may accompanies this license, or by a written document, which has been signed. Should you have any questions concerning this Agreement, or if you desire to contact iMARSMED for any reason, please write: info@iMARSMED.com