1. Agreement to Provide Neuroreader® Reports
Brainreader Inc. (“we”, “us” or “our”) agree to provide during standard business hours to you (“you”) Neuroreader® Reports (“NR Reports”) based on MRI scans uploaded to our analysis platform. An “NR Report” means a patient report generated by our processing of a patient MRI image with total brain volume, hippocampal volume and volumetric data on key segments of the brain measured against an FDA-cleared healthy database.
2. Term and Pricing
Term and pricing are as provided in a quotation sent to and accepted by you. The quotation and these terms represent our entire agreement with you.
By accepting a quotation or uploading an MRI scan to the Brainreader platform, you agree to use our services only in compliance with these terms, our policies and documentation then in effect, including the instructions for use, and all applicable laws and regulations. We have no obligation to monitor your uploading and generating NR reports, but we may do so and may prohibit any use of our services if we reasonably believe you are violating those rules.
You must obtain and maintain any equipment and ancillary services needed to connect to or access the internet, including modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are responsible for maintaining the security of your Equipment, accounts, passwords and files, and for all uses of your account or the Equipment.
5. Account and Payment Terms
5.1 You must establish an account with us to obtain access to NR Reports.
5.2 You must pay the fees described in Section 2 (the “Fees”). Fees are due the first day of the first month after the initial NR Report is generated.
5.3 We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of any term listed in the quote, upon thirty (30) days’ notice to you, which we may send via email.
5.4 If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared. Inquiries should be directed to our Customer Support Department at support@Brainreader.net
5.5 We may choose to bill via invoice in which case, full payment for invoices issued in any given month must be received by us thirty (30) days after mailing date of the invoice. Unpaid amounts are subject to a finance charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all our expenses of collection, including reasonable attorney’s fees and costs.
5.6 You are responsible for all taxes associated with the purchase and use of NR Reports other than U.S. taxes based on our net income.
6. Term and Termination
6.1 This Agreement will be in effect for the term specified in the Quote. It may thereafter continue on a month-to-month basis at our option. We may terminate this Agreement or your ability to order NR Reports if you fail to pay an invoice after ten days’ notice. Termination does not relieve you of amounts due through the date of termination.
6.2 In addition to any other remedies available, either party may also terminate this agreement on thirty (30) days’ notice if the other party materially breaches any of the terms or conditions of this Agreement. You must pay in full for the NR Reports ordered through the termination date. All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Prepaid fees are non-refundable.
7. HIPAA; Confidentiality; Proprietary Rights
7.1 The receipt and delivery of NR Reports are designed to comply with the Health Insurance Portability and Accountability Act (“HIPAA”) with respect to any Protected Health Information (“PHI”) (as that term is defined in 45 CFR § 160.103) included within data that you upload or transfer to obtain the Services. If requested, we will execute a Business Associate Agreement between you and us.
7.2 The NR Reports are generated by a HIPAA-compliant server. You must either anonymize the image prior to upload or utilize our mediation server. You are responsible for ensuring that you and your users comply with all applicable laws and governmental regulations and you acknowledge that you assume all risk arising from any use that is not compliant with applicable laws and regulations. All data will be deleted from our server upon your request or in accordance with our policies, typically within seven days of processing.
7.3 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Our Proprietary Information includes our documentation, web pages and user interface and any non-public information regarding features, functionality and performance. Your Proprietary Information includes non-public data provided by you to Brainreader to enable Brainreader to generate the NR Reports. The Receiving Party agrees: (i) to take reasonable precautions to protect Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the its disclosure or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by its prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
7.4 You will own all right, title and interest in and to your data, and any data that is based on or derived from your data. You grant us a limited license to your data to the extent necessary to generate each NR Report. We own and retain all right, title and interest in and to (a) the software and processes used to generate the NR Reports, our website, any documentation and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with generating the NR Reports or support, and (c) all intellectual property rights related to any of the foregoing (together, “Our IP”). We reserve all rights not expressly granted to you in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, you or any third party any intellectual property rights or other right, title, or interest in or to Our IP.
7.5 Warranties; Support
7.5.1 We will use reasonable efforts consistent with prevailing industry standards to provide the NR Reports.
7.5.2 For issues obtaining access to NR Reports or other technical issues you must open a support ticket at https://jira.brainreader.net/servicedesk/customer/user/login?destination=portals during normal business hours (Monday-Friday, 8:00AM-7:00PM Eastern Time).
7.5.3 Access to NR Reports Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by our third-party providers, or because of other causes beyond our reasonable control. We will use reasonable efforts to provide advance notice of any scheduled service disruption.
7.5.4 We do not warrant that access to the NR Reports will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from receipt of the NR Reports. Except as provided in this section 7, our services are provided “as is” and we disclaim all warranties, express or implied.
7.6 LIMITATION OF LIABILITY
Except for bodily injury to a person directly caused by us or our agents, we and our its suppliers, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any matter arising under this agreement under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond our reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees received by Brainreader from you for the services under this agreement in the 180 days prior to the act that gave rise to the liability, in each case, whether or not we were advised of the possibility of such damages.
7.7.1 This agreement which includes any quotation represents the complete and exclusive statement of the understanding between you and us and supersedes and cancels all previous written and oral agreements or communications relating to its subject matter, including any other terms and conditions in any acknowledgment form or purchase order, even if signed after the date of the accepted quotation.
7.7.2 If any provision of our agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that our agreement otherwise remains in full force and effect and enforceable.
7.7.3 You may not assign, transfer or sublicense this agreement except with our prior written consent. You may not obtain NR Reports on behalf of any other person.
7.7.4 All waivers and modifications must be in a writing signed by both parties. No agency, partnership, joint venture, or employment is created by our agreement and you do not have any authority of any kind to bind us in any respect whatsoever.
7.7.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
7.7.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested at the addresses listed above.
7.7.7 This agreement will be governed by Florida law without regard to its conflict of laws provisions and the parties consent to the exclusive jurisdiction of the state and federal courts in or for Tampa Florida.
7.7.8 Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control.
7.7.9 This Agreement may be accepted by an executed quotation, or by your opening a Brainreader account and submitting an image and accepting an NR Report.
7.7.10 We may amend these terms at any time (other than pricing as provided in Section 5.3) upon notice to you.
Last updated 3.28.22