X-ray Genius Account User Agreement For Unpaid Demonstration Use of X-ray Genius

Any unpaid use of X-ray Genius Demonstration Services (“Services”) from Kitware, Inc. (“Kitware”) by any individual or entity (“User”) is subject to the terms and conditions described herein, as updated from time to time (“Agreement”). Kitware and User may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. User Account Creation and User Eligibility. User must create a User Account (“User Account”) to use the Services. Unless expressly permitted in writing by Kitware, each person may have only one User Account. In creating a User Account, User certifies that:

   1. User is at least 18 years of age.
   2. User will provide accurate and complete information during the User Account creation process, and will keep that information updated as necessary.
   3. User will protect their User Account with a strong password; will safeguard that password; and will not share that password with others.

2. Limited Demonstration License. Upon User Account creation, Kitware grants User a limited, non-exclusive, non-transferable license to use the Services for evaluation purposes in accordance with this Agreement. This Agreement covers User Accounts without a paid subscription, and the Services represent only a subset of the full features of X-ray Genius available to paid subscribers.

3. Demonstration Data. The Services may come bundled with sample data (“Sample Data”). Any Sample Data is provided solely for demonstration purposes and may not represent real-world data. The Sample Data is described at https://app.xray-genius.com/session/, including the license under which the Sample Data is provided. User is responsible for meeting all obligations indicated in the license terms for each Sample Data.

4. Acceptable Use. Users must not:

   1. Engage in any activity that disrupts or harms the functionality of the Service.
   2. Attempt to reverse-engineer, modify, or tamper with any part of the Service.
   3. Use the Service for any unlawful or fraudulent activities.
   4. Share, distribute, or allow unauthorized access to their User Account.

5. Privacy Statement. Kitware’s Privacy Statement (https://www.kitware.com/privacy/) describes how Kitware handles User’s information provided to Kitware when using Kitware’s Services. User understands that through the use of Services User consents to the collection and use of their information in accordance with Kitware’s Privacy Statement.

6. Intellectual Property Rights. Other than User’s right to use the Services as described in this Agreement, Kitware retains and reserves all right, title, and interest in and to the X-ray Genius Services, including without limitation, to all Kitware Intellectual Property. Kitware Intellectual Property means all registered and unregistered trademarks, service marks, logos, registered and unregistered designs, copyrights, database rights, inventions, patents, trade secrets, know-how, and other confidential and proprietary information of Kitware, including without limitation, all other proprietary or intellectual property rights of any kind in any country.

7. Termination, and Changes. This Agreement shall remain in effect until terminated by either Party.

   1. Termination for Convenience. Either party may terminate this Agreement without cause and at any time (each, a termination for "Convenience"). Such termination will be effective upon the deletion of the User Account. User must cease accessing and using Services immediately upon Termination. All rights, duties and responsibilities of any party that either expressly or by their nature extend into the future, including indemnification, shall extend beyond and survive the end of the Agreement’s term or the termination of this Agreement.
   2. Kitware may change the terms of this Agreement from time to time. When Kitware updates the Agreement, Kitware will post the current version of the Agreement on the X-ray Genius website. Continued use of the Services confirms the User’s acceptance of the updated Agreement.

8. Indemnity. The User shall defend, indemnify and hold harmless Kitware from and against any claim, demand, suit, proceeding, damage, cost and expense, including, without limitation, attorneys' fees, which arise or result from the use of these Services.

9. Disclaimer of Warranties.

THE USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USER’S USE OF THE SERVICES COVERED BY THIS AGREEMENT IS AT THE USER'S SOLE RISK. THESE SERVICES AND RELATED DOCUMENTATION ARE PROVIDED "AS IS", "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. KITWARE MAKES NO WARRANTY AS TO RESULTS TO BE ATTAINED. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE. KITWARE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

1. Limitation of Liability. IN NO EVENT SHALL KITWARE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT KITWARE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL KITWARE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO KITWARE FOR THE CORRESPONDING SERVICES SOLD HEREUNDER OR $10,000, WHICHEVER IS LESS.

2. Miscellaneous.

   1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
   2. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the [third] day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Confirmation Form.
   3. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
   4. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
   5. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.