Image Upload Terms

VisualDx Image Upload Terms – Version May 18, 2021

Logical Images, Inc. d/b/a VisualDx (“VisualDx”, “we”, “us”, or “our”) has created these VisualDx Image Upload Terms (these “Upload Terms”).  The purpose of these Upload Terms is to inform you (“you”, “your”, or “yourself”) of the terms and conditions that govern your submission of images and image descriptions to VisualDx at https://www.visualdx.com/projectimpact/images/ (the “Upload Site”) (collectively, the “Images”).  By submitting Images to VisualDx at the Upload Site, you acknowledge that you understand, agree to, and accept, without limitation or qualification, all of the following terms and conditions of these Upload Terms and all of the terms and conditions of the VisualDx Website Terms of Use found at www.visualdx.com (the “Website Terms of Use”) without modification:

1. License Grant. You hereby grant VisualDx a non-exclusive, transferable, sublicensable, royalty-free, perpetual, irrevocable, unrestricted, worldwide license to use, copy, download, print, display, transmit, watermark, extract, reproduce, repurpose, reutilize, modify, publish, market, sell, transfer, assign, loan, license, sublicense, and distribute the Images and anything included in them without attribution and without compensation of any kind for any purpose whatsoever, whether commercial or non-commercial [(including, without limitation, using the Images for patient care, education, and research, using the Images in lectures, reports, research papers, and scientific posters, publishing the Images in print and electronic media, posting the Images on websites, adding the Images to image libraries, centralized image repositories, and learning management systems, using the Images for performing vision science and machine learning and to train and test deep learning and artificial intelligence algorithms, and incorporating the Images into and otherwise using them in, for, or in connection with the development and commercialization of software and other products and services)].
2. Derivative Works and Products. Without limiting the generality of Section 1 above, VisualDx may create, develop, and commercialize (a) derivative works based on the Images or any part thereof (“VisualDx’s Derivative Works”) and (b) products and services that incorporate or otherwise use the Images or any part thereof in, for, or in connection with such products and services (“VisualDx’s Products”) (VisualDx’s Derivative Works and VisualDx’s Products are collectively, “VisualDx’s Derivative Works and Products”). VisualDx will be the sole and exclusive owner of all right, title, and interest in and to VisualDx’s Derivative Works and Products (including, without limitation, all associated patent, copyright, trademark, trade secret, moral, and other intellectual property rights related thereto).  To the extent that all right, title, and interest in and to any of VisualDx’s Derivative Works and Products may not by operation of law fully vest in VisualDx, you hereby irrevocably assign all your right, title, and interest therein to VisualDx without further compensation.
3. Authority to Submit the Images. You represent and warrant to VisualDx that the Images you submit to VisualDx are owned by you or your licensors free and clear of all liens, encumbrances, and restrictions of any kind or nature whatsoever and you have full power and authority and all necessary rights, approvals, and consents to submit them to VisualDx for use in accordance with these Upload Terms without violating or infringing on any rights of any person or entity (including, without limitation, any patent, copyright, trademark, trade secret, moral, or other intellectual property rights), privacy laws, laws governing the confidentiality of patient information and medical records such as HIPAA, or other applicable laws or regulations. You will, at your sole expense, indemnify, defend, and hold harmless VisualDx and VisualDx’s officers, directors, managers, members, shareholders, agents, representatives, successors, and assigns from and against any and all claims, suits, liens, actions, judgments, damages, losses, penalties, interest, professional fees (including, without limitation, reasonable attorneys’ fees and disbursements), costs, court costs, expenses, disbursements, and liabilities of any kind or nature whatsoever resulting from, arising out of, or related to any breach of or inaccurate, false, or fraudulent representation or warranty made by you in this Section 3.  VisualDx reserves the right, at VisualDx’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to this Section 3, in which event you will cooperate with VisualDx in asserting any available defenses.
4. Image Acceptance. VisualDx, at its sole discretion, may accept or deny any Images (or any part thereof) you submit to VisualDx for any reason or no reason whatsoever and you will not necessarily be notified if your submitted Images (or any part thereof) have been accepted or denied. [If any of your submitted Images (or any part thereof) are denied, they will be removed from VisualDx’s system without notice.]  Without limiting the generality of the foregoing, the Images you submit should contain no personally identifiable information as VisualDx may deny your submitted Images (or any part thereof) if they do or if VisualDx cannot modify them sufficiently enough to eliminate any such personally identifiable information or reduce the likelihood that those individuals photographed in the submitted Images will be identifiable as determined by VisualDx in its sole discretion.
5. Website Terms of Use. Both these Upload Terms and the Website Terms of Use govern your submission of Images to VisualDx at the Upload Site. These Upload Terms are in addition to and not in lieu of the Website Terms of Use and do not replace or limit them in anyway.  If there is any conflict between these Upload Terms and the Website Terms of Use, these Upload Terms will control with respect to your submission of Images to VisualDx at the Upload Site.