Sensor Registration

GEM Registration

Complete the registration form to download the automation software.
Practice Name
Practice Phone #
Email Address
Sensor Serial #
End User License Agreement (“EULA”)
PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. BY ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THE EULA AND REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS EULA. YOU AGREE THAT THIS EULA IS ENFORCEABLE BY REALCLOUD IMAGING, INC, THE SAME AS ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU HAVE NOT BEEN GRANTED THE RIGHT TO USE THE SOFTWARE. 
This EULA is between RealCloud Imaging, Inc., an Iowa Corporation located at 2625 N Loop Drive, Suite 2130, Ames, IA 50010 (“RCI”) and you (“You”, “Your”, “End User”).
RCI is engaged in the business of developing and providing certain software products, and You are interested in obtaining a license to certain RCI software products which may be sold through a third party and/or in combination with purchased hardware components. In consideration of the mutual promises and covenants set forth herein, the parties hereby agree to the following terms and conditions: 

1. DEFINITIONS. 
"Software" shall mean the machine-readable software programs and associated files whether in packaged form and/or received electronically, and any modified version, upgrades and other copies of such programs and files. 
"Documentation" shall mean the user's manual(s) and other textual or graphical materials accompanying or related to the Software.
“Product” shall mean the Software and Documentation and applicable hardware components. 
2. LICENSE; SCOPE OF USE. 
In accordance with the terms herein, (“RCI”) grants to You, the End User, and You accept from RCI, a non-exclusive and limited-transfer license to use the current object code version of the Software and any modified or updated version for your own internal purposes. The foregoing license grant may be exercised by You on Your equipment for Your internal business purpose.  BY INSTALLING THIS SOFTWARE, OPENING ANY SEALED CD/DVD, MEDIA PACKAGE, DOWNLOADING FROM RCI OR THIRD PARTY WEBSITE, TRANSFERRING FROM ANY OTHER STORAGE MEDIUM, AND/OR USING ANY PART OF THE SOFTWARE, YOU HAVE AGREED THAT YOU HAVE READ AND UNDERSTOOD THE PROVISIONS IN THIS EULA AND HAVE ACCEPTED ALL ITS TERMS AND CONDITIONS.
The type of license purchased or received with purchased hardware dictates the number of operatories and networks which the Software may be installed on. Some instances will allow Software installation on multiple operatories or networks, but in no case will a license offer installation across multiple locations.  You may not install or access the Software on any operatories, locations and/or networks beyond the scope of the licenses purchased or received with purchased hardware.
Your ability to use any Software functionalities and features may be affected by the device used, your device operating system the Software version that You have installed and Your network connectivity.
You obtain no rights other than the express license granted hereunder under this Section 2 of this EULA. YOU MAY NOT SELL, RENT, LOAN, LEASE, SUBLICENSE, DISASSEMBLE, DECOMPILE THE SOFTWARE, OR OTHERWISE REVERSE ENGINEER OR ATTEMPT TO DISCOVER ANY SOURCE CODE OR UNDERLYING IDEAS OR ALGORITHMS OF THE SOFTWARE. YOU MAY NOT DISTRIBUTE, DISCLOSE, OR PROVIDE THIRD PARTIES ACCESS TO THE SOFTWARE. YOU MAY NOT USE, COPY, MODIFY, MERGE, OR TRANSFER COPIES OF THE SOFTWARE EXCEPT AS PROVIDED FOR IN THIS EULA. YOU MAY NOT USE THE SOFTWARE IN VIOLATION OF ANY APPLICABLE LAW. 
3. OWNERSHIP.
This legal document is a EULA and not an agreement for sale. You acknowledge RCI is the exclusive owner of all rights title and interest in the Software and Documentation. You further acknowledge that RCI owns all copyright, patent, trademark, trade secret and/or any other proprietary rights in and to the Software and the Documentation and reserves all such rights to itself except as expressly licensed to You hereunder. Any copy made by You of the Software and other programs developed hereunder, including translations, compilations, partial copies with modifications and updated works, are the property of RCI. Violation of any provision of this section shall be the basis for immediate termination of this EULA.
4. COPIES, MODIFICATIONS OR MERGER. 
Irrespective of the number of licenses purchased or the scope of those licenses, You may make one copy of the Software solely for backup or archival purposes in support of Your single location. You may not make any other copies or modify all or any portion of the Software or documentation or merge it into another program unless expressly authorized in writing by RCI. 

IF YOU, OR ANY OF YOUR PERSONNEL, COPY, MODIFY OR MERGE ANY PORTION OF THE SOFTWARE WITH OTHER SOFTWARE OTHER THAN WITH RCI’S WRITTEN AUTHORIZATION OR IF YOUR, OR ANY OF YOUR PERSONNEL, TRANSFERS POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE SOFTWARE TO ANOTHER PARTY OR OTHERWISE BREACHES THIS EULA, THE LICENSE WILL AUTOMATICALLY TERMINATE.

5. CONFIDENTIALITY. 
You agree to use RCI’s Proprietary Information (as defined below) solely to the extent necessary to exercise Your rights or perform Your obligations under this EULA. You shall afford the same degree of protection against unauthorized use or disclosure You normally provide for Your own Proprietary Information, provided that this obligation shall not apply to information that 1) is known to You at the time of disclosure; 2) is now or hereafter in the public domain through no fault of the Your own; 3) is developed independently by You; or 4) is generally known or available from third parties without restriction.

The term "Proprietary Information" means documented information or software which at the time of its disclosure to the receiving party is identified as proprietary by an appropriate stamp or legend or would otherwise be reasonably apparent to be of a proprietary or confidential nature.
6. DATA PRIVACY. 
RCI may collect and process certain data including but not limited to your e-mail address, name, address, telephone number, profession or other information in relation to the Software license (e.g. user name/ user ID, IP address, MAC address or other device identifier or other information) that You provide us. Such personal information may be used to improve and operate the Software including product ordering, customer service and other services, for software enhancement, commercial business analysis, compliance with this EULA, and evaluation or other similar reason and to communicate with You. In some instances, such as during the installation of the Software or as part of a customer service enquiry, You may be obliged to provide us with some information in order for us to perform our services. 

7. ASSIGNMENT. 
Depending on the Software licensed to You, You may be permitted to transfer this license together with the original Product on a permanent basis only after the following conditions are met: 1) You have received written permission from RCI to transfer the license; 2) The transferee has signed and submitted to RCI a new EULA; and 3) You destroy all copies of the Software that You do not transfer to the recipient. Except as provided above, You may not sell, sublicense, assign, lease or transfer the license for this Software and any attempt to do so shall automatically terminate this license. License transfers may be subject to additional charges and not all Software may be transferred. You are responsible for notifying RCI in the event of a change of address, change of ownership, or to request a license name change.

8. MONITORING. 
RCI may reasonably monitor the use of the Software to ensure quality, improve products and services, and verify Your compliance with the terms of this EULA and You will not interfere with such monitoring, nor may You use any technical means to overcome such monitoring.

9. TERM. 
The license hereunder is effective until terminated in accordance with this EULA. RCI may terminate this EULA immediately at any time if You are in breach of any of its terms and conditions. Upon termination, You shall delete or destroy all media containing the Software, together with all documentation and destroy any copies of the Software or any portions of it in Your possession, including copies resident in computer memory. Upon any termination of this EULA, all rights in the Software granted under the License shall terminate immediately. Upon RCI’s request, you shall certify in writing that You have deleted all media containing the Software and retained no copies of the Software or Documentation or any portion thereof. 

10. LIMITED WARRANTY. 
(a) YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE PRODUCT AND THE SOFTWARE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PRODUCT AND SOFTWARE AND FOR VERIFYING THE RESULTS OBTAINED FROM THIER USE. RCI HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE PRODUCT AND THE SOFTWARE ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATIONS OF THE PRODUCT AND THE SOFTWARE ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATIONS OF THE PRODUCT AND THE SOFTWARE WILL BE INTERRUPTION-FREE OR ERROR-FREE.
RCI DISCLAIMS ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(b) RCI represents and warrants that, as of the Effective Date and to its knowledge, the Software and Documentation does not infringe a third party’s copyrights, trademarks or valid U.S. patents issued as of the Effective Date. In the event that your use of the Software or any portion thereof is enjoined as a result of an infringement of a third party’s rights by RCI then RCI shall, at it sole option and expense, either (I) procure for You the rights necessary to continue using the enjoined Software or (ii) replace or modify the enjoined Software so that it no longer infringes or misappropriates any third party’s rights.  If RCI, in its sole discretion, determines that neither of these options is commercially reasonable, then RCI may terminate the EULA for the affected Software.
11. LIMITATION OF LIABILITIES. 
(a) In no event shall RCI be liable to You or any third party FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SOFTWARE AND/OR PRODUCT, THE USE OF OR LOSS OF ANY DATA OR THE DEVICE DATA BY RCI, THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, OR OTHERWISE IN CONNECTION WITH THE SOFTWARE AND/OR THE PRODUCT(S), ANY DOCUMENTATION AND/OR THIS EULA EVEN IF RCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSE FEE OR THE FEE FOR THE PURCHASE OF THE PRODUCT(S) THAT THIS SOFTWARE ACCOMPANIES REFLECTS THIS ALLOCATION OF RISK. BECAUSE SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. In no event shall RCI’s total liability for any damages, direct or indirect, in connection with the Product(s), Software, any documentation and/or this EULA exceed the license fee paid for your right to use the Software whether such liability arises from any claim based upon contract, warrants, tort or otherwise.

(b) This EULA allocates fairly between RCI and You the risks of defects to, or failure of, the Software.  This allocation is the result of the negotiation between the parties, is accepted by both parties, and is reflected in, including, but not limited to, the pricing for the Software, other fees payable, the limited warranties provided, the disclaimer of liability for certain damages including without limitation, incidental and consequential damages and the limitation of liability.   The parties hereby stipulate that in any proceeding regarding any dispute under this EULA, all of these provisions should be recognized and enforced.

12. THIRD PARTY PRODUCTS. 
RCI MAKES NO WARRANTY AND SHALL HAVE NO LIABILITY FOR PERFORMANCE, SUPPORT, SERVICE OR QUALITY OF ANY COMPUTERS, THIRD PARTY SOFTWARE, THIRD PARTY HARDWARE, THIRD PARTY APPLICATIONS AND ALL OTHER THIRD PARTY ITEMS OR SERVICES, THAT ARE INTEGRATED INTO YOUR SOFTWARE AND THEIR FAILURE WILL NOT AFFECT YOUR OBLIGATIONS TO RCI. Any claim that you have in connection with the Third Party products and/or services and any remedies for such claim will be against the supplier of such Third Party products and/or services.

13. INDEMNIFICATION. 
You agree to indemnify and hold harmless RCI, and their respective officers, employees and agents, from and against all claims, loss, damage, liability and lawsuits (including reasonable attorneys’ fees) arising from any breach of this EULA by You or Your Personnel.  

14. FORCE MAJEURE. 
RCI shall have no liability for delays, failure in performance or damages due to: fire, explosion, lightning, flood, pest damage, pandemic, power surges or failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, unauthorized use of the Product(s) and/or Software, Internet inaccessibility or failure, or other causes beyond RCI’s control, whether or not similar to the foregoing.

15.  U.S. GOVERNMENT RESTRICTED RIGHTS. 
This section applies to all acquisitions of the Software by or for the Government. The Software is provided with RESTRICTED RIGHTS. This section applies to all acquisitions of the Software by or for the Government.  By accepting delivery of the Software, the Government hereby agrees that the Software is a "commercial item" as that term is defined at FAR 2.101 (Oct. 1999), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212 (Oct. 1999) and that the Government's use and disclosure of the Software is controlled by the terms and conditions of this EULA to the maximum extent possible. Consistent with FAR 12.212 and DFARS 227.7202 (Oct. 1999), all Government users acquire the Software with only those rights set forth herein. This EULA supersedes any contrary terms and conditions in any statement of work, contract, or other document relating to the Government's use of the Software.

16. GENERAL.
(a) A breach of this EULA could cause irreparable harm to RCI. As such, You may be liable for any damages or lost profits including direct, indirect, incidental, special, consequential or any other type of damages arising out of this EULA. 

(b) You agree that this EULA constitutes the entire agreement between You and RCI and supersedes any prior agreement or any other communications relating to the use of the Product and/or the Software. This EULA shall not be modified except through written agreement, subsequent to the date of this EULA, by an authorized representative of RCI. 

(c) Software updates are released at the discretion of RCI. Amendments to this EULA may also be included in subsequent Software releases for review upon installation, communicated to You via the Software or via email to the email address that RCI has on record for You. Your continued use of the software after any upgrade or after any amendment to this EULA has been communicated to You will indicate Your agreement to those modifications of the EULA. The modifications of the EULA will apply to Your existing account as well as to future transactions. RCI is not and shall not be bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless RCI specifically agrees to the provision in writing. 

(d) If any provision of this EULA is deemed invalid or unenforceable for any reason, all other provisions will remain in full force without being impaired or invalidate in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the underlying intent. 
(e) This EULA is governed by the laws of the State of Iowa and the United States of America, including U.S. copyright laws. The Federal and State Courts resident in, Iowa shall have exclusive jurisdiction to adjudicate any dispute arising under or out of this EULA.

(f) The failure of either party to enforce its rights under this EULA at any time for any period shall not be construed as a waiver of such rights.

(g) Sections and headings herein are for convenience of reference only and shall in no way affect interpretation of the EULA.


Should you have any questions concerning this EULA, or if you desire to contact RCI for any reason, please write to: RealCloud Imaging, Inc., 2625 N Loop Drive, Suite 2130, Ames, IA 50010.
COPYRIGHT 2022 RealCloud Imaging, Inc. 
Effective Date: December 23, 2022
By submitting this form you are acknowledging agreement with the EULA.