Terms and Conditions

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I. PURPOSE AND GENERAL SCOPE

These Terms and Conditions (T&C) govern, in a general and binding manner, the conduct that LICENSE HOLDERS and END USERS must adhere to in relation to the PLATFORM and the SOFTWARE. This is without prejudice to the duties and obligations imposed by good faith and the general or special laws of each COUNTRY OR TERRITORY FOR T&C.

The T&C shall apply to the PLATFORM and the SOFTWARE, including all applications or services that operate within this environment, unless special or specific Terms and Conditions are established for any of them. Additionally, this document sets forth other complementary binding conditions.

II. BINDING POWER

This Terms and Conditions (T&C) document becomes binding for the END USER from the moment they access the PLATFORM or SOFTWARE. This means that by entering the homepage or inputting their username and password, as applicable, the END USER agrees to be bound by these terms.

Therefore, if the END USER does not agree with these terms, they must refrain from using the PLATFORM or SOFTWARE. It is the END USER’s responsibility to review the current T&C each time they access the SOFTWARE.

III. DECLARATION

The END USER(S)/LICENSEE(S) acknowledge and accept that their relationship with IMEXHS, as the sole owner of the intellectual property rights of the PLATFORM and/or SOFTWARE, is strictly limited to the authorization granted through the LICENSE TO USE. This means that the END USER(S)/LICENSEE(S) have not established and will not establish any commercial, technical support, warranty, or any other type of relationship with IMEXHS.

For all matters unrelated to these T&C, users must contact the AUTHORIZED CHANNELS OR DISTRIBUTORS through whom the LICENSE TO USE was acquired. Consequently, the END USER(S)/LICENSEE(S) acknowledge and accept that any claims must be directed to those entities and not to IMEXHS or its affiliated companies.

IV. DEFINITIONS

The scope of each of the following words or phrases, when written in uppercase, shall be understood as defined below:

PERSON(S): Refers generally to any natural or legal person, as well as entities with legal status or those capable of acquiring rights and obligations.

LICENSE TO USE: The temporary, limited, and revocable authorization granted by IMEXHS to the LICENSE HOLDER(S), allowing them, either directly or through AUTHORIZED PERSON(S), to use the PLATFORM and/or SOFTWARE in accordance with the versions and features acquired under the COMMERCIAL TERMS / PURCHASE ORDER.

LICENSE HOLDER(S): Individuals or entities that have acquired the LICENSE TO USE through any of the AUTHORIZED CHANNELS.

END USER(S): Any individual or entity that accesses the PLATFORM or SOFTWARE, whether as a LICENSE HOLDER or as an AUTHORIZED PERSON. Any access or use without holding one of these statuses shall be considered ABUSIVE OR ILLEGAL ACCESS/USE.

AUTHORIZED PERSON(S): Individuals who access the PLATFORM and/or SOFTWARE under the responsibility and prior authorization of the LICENSE HOLDER, always ensuring compliance with the scope and COMMERCIAL TERMS / PURCHASE ORDER, as well as the authorized number of END USERS.

ABUSIVE OR ILLEGAL ACCESS/USE: Any access or use without a LICENSE TO USE or without being an AUTHORIZED PERSON. It also includes cases where, despite holding a valid license or authorization, the user exceeds the limits of PROPER AND AUTHORIZED USE of the PLATFORM and/or SOFTWARE or violates the COMMERCIAL TERMS / PURCHASE ORDER.

SOFTWARE: Refers to the RIS (Radiology Information System) and the PACS (Picture Archiving and Communication System) known as AQUILA®, Radiology Imaging Software.

PLATFORM: The environment through which a set of CLOUD-BASED RESOURCES is made available to the END USER, standardized for the storage, processing, and management of diagnostic imaging RISPACS, all managed through the AQUILA® software.

PROPER AND AUTHORIZED USE: Any use conducted under a valid LICENSE TO USE, in full compliance with these T&C, as well as the COMMERCIAL TERMS / PURCHASE ORDER.

AUTHORIZED CHANNEL(S) OR DISTRIBUTOR(S): Refers to the channels or distributors designated and authorized by IMEXHS for the commercialization of the PLATFORM and/or SOFTWARE. These can be verified at the following link:

IMEXHS: The company IMAGING EXPERTS AND HEALTHCARE SERVICES S.A.S., the sole holder of the intellectual property rights related to the PLATFORM and/or SOFTWARE, and the entity that grants the LICENSE TO USE.

COMMERCIAL TERMS / PURCHASE ORDER: Refers to the document of the same name, which outlines the conditions for acquiring the LICENSE TO USE, including but not limited to: software version, number of authorized users, country from which usage and operation are permitted, and other relevant details.

LICENSEE: Refers to the LICENSE HOLDER(S) who, under their responsibility and in compliance with the COMMERCIAL TERMS / PURCHASE ORDER and the PROPER AND AUTHORIZED USE, may designate AUTHORIZED PERSONS to act as END USERS of the PLATFORM and/or SOFTWARE.

COUNTRY OR TERRITORY OF USE: Refers to the geographic area or country where the PLATFORM and/or SOFTWARE is authorized to be used or operated under the LICENSE TO USE. This will be specified in the COMMERCIAL TERMS / PURCHASE ORDER.

COUNTRY OR TERRITORY FOR T&C: Refers to the state or territory where these T&C will be enforced, applied, or made effective. This may or may not coincide with the AUTHORIZED COUNTRY OR TERRITORY FOR USE, depending on where the AQUILA® END USER TERMS AND CONDITIONS will be utilized or operated, as determined by IMEXHS at any given time.

T&C OR TERMS AND CONDITIONS: Refers to the entirety of this document, including its annexes.

V. CONTRACTUAL TERMS

1. INTELLECTUAL PROPERTY
The END USER acknowledges and agrees to respect the intellectual property rights (Copyright and Industrial Property) of IMEXHS and any third parties it represents or may represent, which directly or indirectly apply to the PLATFORM and the SOFTWARE. This includes, but is not limited to, trade names, trademarks, industrial designs, commercial slogans, patents, and copyrights.

The END USER shall refrain from engaging in reverse engineering related to the PLATFORM or the SOFTWARE, as well as from attempting to claim or assert intellectual property rights, including moral or economic rights over any part of them. The END USER explicitly acknowledges that IMEXHS is and will remain the sole developer and owner of the PLATFORM and SOFTWARE.

2. LICENSE HOLDER’S OBLIGATIONS AND INDEMNITY
The LICENSE HOLDER agrees to inform the AUTHORIZED PERSONS of these obligations and to uphold the aforementioned intellectual property rights, defending them against any third party or AUTHORIZED PERSON attempting to infringe upon them.

INDEMNITY AND CLAIMS
The END USER shall hold IMEXHS harmless against any claim, whether from themselves or from a third party, acknowledging that IMEXHS does not establish a direct relationship with the END USER beyond the licensing agreement. Any claims must be directed to the AUTHORIZED CHANNELS through which the corresponding LICENSE TO USE was acquired.

Likewise, IMEXHS shall bear no responsibility for the END USER'S activities, nor for the authorities, individuals, or patients they interact with. For this reason, the LICENSE HOLDER and AUTHORIZED PERSONS shall indemnify and fully support IMEXHS, including financially, against any third-party claims.

In the event that IMEXHS decides to pursue its defense, the LICENSE HOLDER and AUTHORIZED PERSONS must provide or reimburse all costs and expenses incurred by IMEXHS, including but not limited to expert fees and attorney fees.

3. MAINTENANCE, TECHNICAL SUPPORT, AND WARRANTY
IMEXHS does not provide maintenance, technical support, or warranty coverage directly. Therefore, for any of these matters, the END USER must contact the AUTHORIZED CHANNELS OR DISTRIBUTORS through which the LICENSE TO USE was acquired.

4. INFORMATION STORAGE
The use of the LICENSED PLATFORM includes cloud storage for hosting diagnostic images, in accordance with the COMMERCIAL TERMS / PURCHASE ORDER agreed upon by the LICENSE HOLDER with the AUTHORIZED CHANNELS OR DISTRIBUTORS.

5. STORAGE PROVIDER
The cloud storage space included within the PLATFORM is provided by a third party and not directly by IMEXHS. Therefore, the END USER must adhere to and either explicitly or implicitly accept the terms and conditions set by the storage provider for the use of the service. Such acceptance will be understood as given upon use of the service.

In any case, the END USER may choose not to use the storage service if they do not agree with its terms; however, this decision will not entitle them to any refund.

6. RESPONSIBILITY FOR STORED INFORMATION
The END USER is solely responsible for ensuring the integrity of the stored information. Consequently, they must maintain real-time backups to safeguard against potential data loss, as IMEXHS assumes no responsibility for data loss, given that it is not the storage provider.

Similarly, when third-party applications or services are used within the PLATFORM, the END USER must comply with the terms and conditions set by those providers. If any action results in information leaving the PLATFORM environment, the responsibility for data integrity lies with both the END USER and the external service provider.

IMEXHS has no control over this process and is therefore not responsible for:

• Loss of data
• Unauthorized access to data
• Modification, alteration, or misuse of information
• Any other potential impact on stored data

7. INFORMATION DOWNLOAD
Downloading information will be subject to a fee, as determined by the AUTHORIZED CHANNELS OR DISTRIBUTORS through which the LICENSE TO USE was acquired.

The information download process is initiated only through a formal PURCHASE ORDER submitted to IMEXHS by the AUTHORIZED CHANNEL OR DISTRIBUTOR, following a request from the LICENSE HOLDER(S). This process is not automatic; it follows a predefined procedure that varies in duration. IMEXHS will only begin processing the request once the AUTHORIZED CHANNEL OR DISTRIBUTOR has formally submitted it, and any potential delays are the sole responsibility of the AUTHORIZED CHANNEL OR DISTRIBUTOR.

Once the request is processed, the information will be made available to the LICENSE HOLDER(S) via a download link or another method defined by IMEXHS in the future. The download link will remain active for a maximum of two (2) months, after which the data will be permanently deleted, even if it has not been downloaded.

The download process will only be enabled once the AUTHORIZED CHANNEL OR DISTRIBUTOR grants approval to IMEXHS. Therefore, it is the LICENSE HOLDER'S responsibility to manage this process with the AUTHORIZED CHANNEL OR DISTRIBUTOR.

8. DATA OVERWRITING AND PERMANENT DELETION
When the LICENSE HOLDER'S allocated cloud storage with the AUTHORIZED CHANNEL OR DISTRIBUTOR reaches capacity, IMEXHS will automatically expand the storage, billing either directly or through the AUTHORIZED CHANNEL(S) OR DISTRIBUTOR(S), according to the current pricing per additional terabyte, unless otherwise specified in the COMMERCIAL TERMS / PURCHASE ORDER.

Additionally, two (2) months after the termination of the LICENSE TO USE, regardless of the reason, IMEXHS will permanently delete all stored information in the cloud. It is the END USER'S responsibility to retrieve their data before this deadline, covering any associated costs and meeting all necessary technical and logistical requirements.

9. MINIMUM REQUIREMENTS FOR PLATFORM AND SOFTWARE USAGE
The END USER acknowledges that they have been informed by the AUTHORIZED CHANNELS OR DISTRIBUTORS through which the LICENSE TO USE was acquired about the minimum hardware, software, and internet/network connection requirements necessary for the proper functioning of the PLATFORM and SOFTWARE, and confirms that they fully meet these requirements.

10. NON-TRANSFERABILITY
The LICENSE HOLDER acknowledges and accepts that they cannot transfer, either fully or partially, the LICENSE TO USE, nor any rights or obligations acquired under these T&C or any other related document.

11. IMPROPER USE OF THE PLATFORM AND SOFTWARE OR PAYMENT DEFAULT
Improper use or ABUSIVE OR ILLEGAL ACCESS/USE of the PLATFORM or SOFTWARE by the LICENSE HOLDER or an AUTHORIZED PERSON shall entitle IMEXHS to temporarily or permanently suspend access to the PLATFORM and/or SOFTWARE, as well as to terminate the LICENSE TO USE without any right to compensation. The LICENSE HOLDER or AUTHORIZED PERSON shall be solely responsible for any adverse consequences resulting from such actions.

Similarly, if the AUTHORIZED CHANNEL OR DISTRIBUTOR informs IMEXHS of delays or defaults in payments related to the LICENSE TO USE or any associated service, IMEXHS may also proceed with temporary or permanent suspension of access to the PLATFORM and/or SOFTWARE, as well as the suspension, revocation, or cancellation of the LICENSE TO USE without any right to compensation.

12. NO THIRD-PARTY BENEFICIARIES
The provisions contained in these T&C have been agreed upon exclusively for the benefit of the contracting parties and are not intended to confer rights or remedies to any third party. No third-party beneficiaries exist, and this document does not grant any rights or obligations to non-contracting parties.

13. CONTRACT INTEGRITY
Both the text of these T&C and all current or future annexes shall be considered as a single document with full binding effects.

14. SEVERABILITY
If any provision of these T&C is determined by a competent court to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect and shall not be affected.

15. NO WAIVER OF RIGHTS
Failure or delay by IMEXHS to enforce any provision of these T&C shall not affect its right to enforce such provision at a later time.

16. DISPUTE RESOLUTION AND ARBITRATION CLAUSE
In the event of any dispute between the parties that cannot be resolved amicably, the parties shall first attempt to settle the dispute through conciliation, which shall be conducted before the Conciliation and Arbitration Center of the Bogotá Chamber of Commerce.

If conciliation efforts fail, the dispute shall be referred to an Arbitration Tribunal, composed of one (1) arbitrator, who shall issue a ruling based on legal principles. The arbitrator shall be appointed by the Bogotá Chamber of Commerce in accordance with its established regulations. The Tribunal shall be based in Bogotá and shall preferably operate within the facilities of the Bogotá Chamber of Commerce.

For all matters not expressly covered in this clause or by law, the conciliation and arbitration regulations of the Bogotá Chamber of Commerce shall apply.

17. OFFICIAL LANGUAGE AND TRANSLATION
Spanish shall be the official language of these T&C and shall govern the relationship between the parties. Any translation of these T&C from Spanish is provided solely for the END USER'S reference and shall not be legally binding.

18. JURISDICTION AND APPLICABLE LAW
Without prejudice to the Dispute Resolution and Arbitration Clause, for all legal and contractual purposes, the jurisdiction, competence, and applicable law governing all situations arising from these T&C, without exception, shall be that of Colombia.

19. LEGAL DOMICILE
For all legal purposes, this agreement shall be domiciled in the city of Bogotá, D.C., Colombia.

20. VALIDITY
This document shall remain in force from its issuance until a new version is issued, meaning a subsequent version with a later effective date. This is without prejudice to any partial modifications made to these T&C.