RadOverlay Terms and Conditions of Use

Last Updated: January 14, 2026

Introduction and Acceptance of Terms

Welcome to RadOverlay! These Terms and Conditions govern your access to and use of RadOverlay, LLC’s proprietary software-as-a-service (SaaS) technology platform made available through web-based, downloadable, and/or mobile applications (if applicable). Including free, publicly available, and paid versions (collectively, “Services”). The Platform provides tools that help radiologists generate structured reports and related outputs, some of which use generative artificial intelligence.

By accessing or using any of the Services, you agree to be bound by these Terms and the terms of our Privacy Policy (the "Privacy Policy"), which is hereby incorporated. You indicate your acceptance of the Terms by any of the following means: (a) clicking an “I Agree” or similar checkbox or button that confirms your acceptance, (b) otherwise affirmatively acknowledging these Terms, or (c) simply by continuing to access or use the Services. If you do not agree with the Terms of the agreement, you must not access or use the Platform or Services.

If you accept or agree to the Terms on behalf of a company or other organization, you represent that you have the authority to bind that organization to these Terms, and in that case “you” will refer to both you as an individual and the organization. Please note that if your organization has a separate written agreement with RadOverlay (for example, a RadOverlay Services Agreement) as described below, the terms of that separate agreement will supersede any conflicting terms in this document.

Relationship to Other Agreements

These Terms set out the general terms and set out the general terms and are intended to cover your access and use of RadOverlay’s Services. If you or your organization have entered into a separate enterprise services agreement with RadOverlay (such as a RadOverlay Services Agreement or other written contract for paid Services), that enterprise agreement will take precedence over these Terms in the event of any conflict, but only with respect to the Services covered by the separate agreement.

Access and Use

Subject to your timely payment of all undisputed Fees and your continued compliance with these Terms, RadOverlay grants you a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable (except as expressly permitted herein) right, during the applicable term, to access and use the Services or Platform solely for your internal lawful business purposes. You will use and access the Services or Platform in accordance with these Terms and any documentation and usage guidelines provided by RadOverlay to you, as updated from time to time. You acknowledge that the Services or Platform are licensed, not sold. All rights not expressly granted to you are reserved by RadOverlay and its licensors.

Protected Health Information (PHI) and Business Associate Agreement (BAA)

If and to the extent any data or information that you upload to the Services contains Protected Health Information or PHI (as those terms are defined under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations), the Business Associate Agreement (“BAA”), which can be found here: (https://radoverlay.com/legal/baa), will apply and is hereby incorporated into these Terms.

You are responsible for ensuring that you have the legal right and any necessary authorizations or consents to transmit or disclose PHI to RadOverlay through the Platform or Services. Do not upload PHI unless you are permitted to do so under HIPAA and other applicable laws. Furthermore, you agree to follow the Minimum Necessary Standard as defined by HIPAA. You represent and warrant that you are a Covered Entity or otherwise legally authorized to share such PHI with RadOverlay, and that RadOverlay may process the PHI for the purpose of providing the Services and as otherwise permitted by the BAA. RadOverlay will use and protect any PHI you provide strictly in accordance with the BAA and applicable law. If you do not intend to agree to the BAA or do not have authority to submit PHI, you must refrain from inputting any PHI into the Services.

Permitted Use of Services and User Obligations

You may use the Services only for lawful purposes and in accordance with these Terms. You agree that you will use the Services only for their intended purpose and in a responsible manner, and you further agree that you will not do any of the following:

  • Unlawful or Unapproved Use: Use the Services in violation of any applicable law or regulation, including (where applicable) data privacy laws and healthcare laws such as HIPAA. This includes not using the Services to send or store any information in violation of export control laws or other regulatory restrictions.
  • Rights Infringement: Use the Services in any manner that infringes, misappropriates, or violates any intellectual property right or other rights of any third party, or that violates anyone’s privacy or publicity rights.
  • Malicious or Harmful Content: Upload, transmit, or submit to the Services any information or material that is illegal, harmful, fraudulent, defamatory, or obscene, or any content that contains viruses, malware, ransomware, or any other harmful code intended to damage or interfere with the Services or any recipient’s systems.
  • Service Disruption: Interfere with or disrupt the integrity or performance of the Services, or attempt to interfere with the normal operation of the Services. For example, you agree not to attempt to interfere with other users’ use of the Services, not to engage in any form of denial-of-service attack, spam, or hacking, and not to use any automated means (such as scripts or bots) to access or use the Services in an excessive or abusive manner.
  • Unauthorized Access: Attempt to gain unauthorized access to any part of the Services or its related systems or networks. This means you will not attempt to bypass or breach any security or authentication measures used by the Services, nor use another user’s account or credentials without authorization.
  • Reverse Engineering: Copy, modify, adapt, create derivative works from, reverse engineer, decompile, or disassemble any aspect of the Services, except to the limited extent allowed by applicable law notwithstanding this limitation. You also will not remove or alter any proprietary notices or labels on the Services.
  • Commercial Exploitation: Resell, rent, lease, sublicense, or otherwise use the Services (or any output of the Services) for the benefit of a third party or to operate a service bureau. The Services are provided for your personal or internal business use only. You may use the outputs (reports, scores, etc.) generated by the Services for legitimate purposes within your own practice or organization, but you may not redistribute those outputs in a manner that competes with or substitutes for RadOverlay’s offerings.

Additionally, if you are required to create an account or provide login credentials to use any of the Services, you agree to provide accurate and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your account login information (such as usernames, passwords, or API keys) and for all activities that occur under your account. You must notify RadOverlay immediately of any unauthorized access or use of your account or any other breach of security. RadOverlay is not liable for any loss or damage arising from your failure to secure your account credentials. By using the Services, you also agree to cooperate with RadOverlay’s reasonable requests if needed to administer or troubleshoot the Services, and to comply with any additional usage guidelines or policies that RadOverlay may provide (for example, any documentation or instructions provided within the Services).

Intellectual Property Rights and Data Use

RadOverlay Intellectual Property. The Services (including all software, source code, algorithms, user interfaces, know-how, and underlying technology), as well as all content provided by RadOverlay through the Services (such as text, graphics, logos, and trademarks), excluding Deliverables (as that term is defined below) are the property of RadOverlay and/or its licensors and are protected by intellectual property laws. As between you and RadOverlay, RadOverlay owns all rights, title, and interest in and to the Services, including all improvements, enhancements, modifications, and derivative works therefore, and all associated intellectual property. Except as otherwise stated herein, these Terms do not grant you any ownership rights in the Services or any RadOverlay trademarks or other intellectual property. You may not use RadOverlay’s name, logos, or trademarks without our prior written consent.

Your Data and Content. RadOverlay does not claim ownership of the information or content that you upload or submit to the Services. As between the parties, you retain all rights to your data and content that you input into the Services (including any text, images, or other materials, collectively, “User Data”), as well as to the results or outputs generated by the Services based on your input (for example, the structured reports or other deliverables that the Services produce for you) (“Deliverables”). You grant RadOverlay a license to use, handle and process your User Data and Deliverables for the purposes of providing, operating and improving the Services. Specifically, you grant RadOverlay a perpetual, worldwide, royalty-free, sublicensable right to process your User Data and Deliverables as needed: (i) to provide the Services to you (and to those you authorize) and to carry out your requests; (ii) to fulfill our obligations and exercise our rights under these Terms, including as required to comply with our BAA or other legal obligations; and (iii) to maintain, analyze, and improve RadOverlay's Platform and/or Services. In addition, RadOverlay may use, modify, adapt, de-identify, aggregate, and otherwise exploit Deliverables in accordance with applicable law for RadOverlay’s legitimate business purposes, including, without limitation, for research and development, enhancing the Services’ performance, and training and improving RadOverlay’s algorithms and AI models (provided that if any Deliverables contain PHI or personal data, RadOverlay will only use them in compliance with the BAA and privacy laws). This license to use Deliverables is necessary for RadOverlay to continuously improve its tools and provide the most accurate results to users.

De-Identified and Aggregated Data. RadOverlay may de-identify and aggregate User Data (i.e., stripped of personal identifiers and combined with data from other users) and use such de-identified and aggregated data for its lawful business purposes, such as improving the Services, developing new features, training our algorithms, and generating statistical insights. Any such aggregated or de-identified data will not identify you or any individual, and RadOverlay will not attempt to re-identify de-identified data. As between you and RadOverlay, RadOverlay owns all rights, title, and interest in any data that has been de-identified or aggregated from User Data.

Feedback. We welcome feedback, comments, and suggestions for improvements to the Services. If you choose to provide RadOverlay with any feedback or ideas about the Services (“Feedback”), you grant RadOverlay a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, adapt, modify, distribute, and create derivative works based on such Feedback for the purpose of improving, developing, or marketing the Platform or Services and related technologies. You agree that RadOverlay is free to use your Feedback in any manner, for any purpose, without obligation or compensation to you. RadOverlay may incorporate any suggestions or improvements you offer into the Platform and/or Services or any of its other prospective or future products or services. Please do not send RadOverlay any confidential or proprietary information as part of your Feedback; any Feedback you provide will not be considered confidential or proprietary.

Privacy and Security

Your use of the Services is also subject to our Privacy Policy (https://radoverlay.com/legal/privacy), which describes how RadOverlay collects, uses, and protects information that identifies or is identifiable to you (“Personal Information”). We encourage you to read the Privacy Policy to understand our practices. By using the Services, you consent to the collection and use of your Personal Information as described in the Privacy Policy. RadOverlay implements technical and organizational measures intended to protect your data; however, no system is perfectly secure, and you acknowledge that you provide information at your own risk. In the event of any security incident involving your Personal Information, RadOverlay will comply with applicable breach notification laws and the BAA (if PHI is involved) to inform you of the incident.

Disclaimers of Warranties

AS-IS Availability. The Services are provided to you “as is” and “as available”, without any warranties or guarantees of any kind. To the fullest extent permitted under applicable law, RadOverlay disclaims all warranties, express or implied, with respect to the Services and any results or outputs generated through the Services. This includes, but is not limited to, disclaimers of any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. RadOverlay does not warrant that the Services will be uninterrupted, or error-free, nor does RadOverlay make any warranty as to the accuracy, completeness, or reliability of any results or information obtained through the Services. You assume all risk for your use of the Services and any results obtained from them.

No Medical Advice; Informational Purposes Only. RadOverlay is not a healthcare provider, and RadOverlay's Platform and Services are not intended to provide medical advice, diagnosis or treatment, or substitute for an individual patient assessment based on a qualified healthcare provider’s evaluation. You understand and agree that the Services are provided for information-support purposes and are not intended to replace the role, expertise, or judgment of properly trained and licensed healthcare providers. The Services are designed to assist medical professionals in their workflow. The outputs and recommendations generated by the Services do not constitute medical advice. RadOverlay makes no guarantee that use of the Services will result in any particular outcome or diagnostic result. Any healthcare-related decisions should always be made by qualified and licensed healthcare providers. You are solely responsible for verifying the accuracy and suitability of any information, output or report generated by the Services before submitting it for patient care.

Outputs May Be Inaccurate or Incomplete. You acknowledge that any and all Deliverables or outputs provided by the Services (for example, automatically generated reports, analytics, suggestions, scores, or recommendations) may be incomplete, incorrect, or inaccurate. The Services leverage artificial intelligence and software automation to produce outputs, both of which can introduce errors — sometimes different in nature from those humans might make. The technology is intended to aid, but not substitute for, professional judgment. You must not rely on the Services or any output as a definitive diagnosis or decision without independent verification. It is your responsibility to review each output and determine its appropriateness, especially before using that output in a medical record or patient care context. RadOverlay disclaims any responsibility or liability for the accuracy or completeness of the Deliverables and for any decisions, actions, or omissions that you (or anyone else) make based on the information provided by the Services. By using the Services, you accept that any outcomes or interpretations derived from the Services are used at your own risk.

No Warranty on Results and Performance. RadOverlay does not warrant that the Services will meet your requirements or expectations, or that any results will be error-free or meet any accuracy or reliability standards. Any sample data, test results, or examples provided (such as example reports or analytics) are for illustration only and do not constitute a guarantee that similar results will be achieved in your use. You acknowledge that data conversion and AI-driven analysis are complex processes and that errors or discrepancies in results (such as misinterpretation of handwriting, imaging artifacts, or atypical data inputs) are possible. RadOverlay is not responsible for any delays, failures, or inaccuracies in the Services that are due to your equipment, internet connection, or any third-party services or technology integrated into our Services.

Third-Party Services Disclaimer. The Services may incorporate or rely on certain third-party software, libraries, or services. RadOverlay makes no representations or warranties regarding any third-party components of the Services. Your use of any third-party features or services that are a part of RadOverlay’s Services may be subject to the terms and privacy policies of those third parties. RadOverlay is not responsible for the performance or failures of any third-party services or for any security vulnerabilities or data practices of third parties.

Limitation of Liability

Indirect Damages. Except as otherwise provided in an enterprise agreement or the BAA, to the maximum extent permitted by law, in no event will RadOverlay or its affiliates, licensors, suppliers, or its and their officers, directors, employees, or agents, be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever, arising out of or related to your use of (or inability to use) the Services or any content obtained through the Services. This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if RadOverlay has been advised of the possibility of such damages. Excluded damages include, without limitation: damages for lost profits or revenues; loss of data; loss of business opportunity or goodwill; procurement of substitute goods or services; or any other intangible losses. You acknowledge and agree that this limitation of liability is a fair allocation of risk.

Cap on Liability. Except as otherwise provided in an enterprise agreement or the BAA, to the fullest extent permitted by law, RadOverlay’s total cumulative liability for any and all claims arising from or related to the Services or these Terms will not exceed the greater of (a) the total amount of fees (if any) that you have paid to RadOverlay for use of the Services in the six (6) months prior to the event giving rise to the liability, or (b) US $100.00. If you have paid no fees to RadOverlay for the Services (for example, if you are using the free tools and have not entered any paid agreement), then RadOverlay’s maximum liability will be US $100. This limitation applies in aggregate to all claims by you, and it is not per-incident.

Exceptions; Consumer Rights. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages. In such jurisdictions, RadOverlay’s liability will be limited to the fullest extent permitted by law. Nothing in these Terms is intended to exclude or limit any condition, warranty, right, or liability which may not be lawfully excluded or limited. In particular, these provisions are not intended to limit RadOverlay’s liability in the event of RadOverlay’s gross negligence or willful misconduct, or for personal injury or property damage caused by products you purchased, to the extent that such liability cannot be limited under applicable law. You acknowledge that the limitations of liability and waivers of rights in these Terms reflect a reasonable and fair allocation of risk between you and RadOverlay, and that these limitations are an essential basis for RadOverlay’s ability to make the Services available to you for free or at low cost. You agree that the limitations of liability in these Terms will apply even if a remedy fails of its essential purpose.

Indemnification

You agree to indemnify, defend, and hold harmless RadOverlay, its owners, officers, directors, employees, agents, affiliates, and licensors (each an “Indemnified Party”), from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to: (a) your violation of these Terms or of any applicable law or regulation; (b) your misuse of the Services (including any use of the Services to process or transmit information that infringes or violates the rights of any third party or that violates any law); (c) your negligence, gross negligence, willful misconduct, fraud, or violation of third-party intellectual property or privacy rights; (d) RadOverlay’s authorized use of User Data; or (e) your use of any results or Deliverables obtained from the Services in a manner that causes harm or damage (for example, a claim arising from a clinical decision that you made based on a report generated by the Services). This indemnification obligation includes claims brought by third parties, such as patients, regulatory authorities, or other individuals or entities, and it applies regardless of whether such claims are founded in contract, tort, statute, or any other legal theory.

RadOverlay reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter). If RadOverlay assumes defense and control, you agree to cooperate with RadOverlay’s reasonable defense efforts. You agree not to settle any such matter without the prior written consent of RadOverlay. The indemnification obligations set forth in this section will survive any termination or expiration of these Terms or your use of the Services.

Termination and Suspension

By RadOverlay. RadOverlay reserves the right to change, suspend, discontinue, or terminate your access to all or any part of the Platform or Services, at any time, with or without prior notice, and without liability, except as required by applicable law. For example, RadOverlay may suspend or terminate your use (or any specific account you have) immediately if we determine that: (i) you have violated these Terms or any applicable law; (ii) you have engaged in behavior that is unlawful, abusive, or that poses a security, privacy, or operational threat to the Platform, Services, or any other person; or (iii) you are using the Platform or Services in a manner that could cause harm to RadOverlay, other users, or any third party (such as attempting to hack the Services, inputting malicious code, or using the Services to harass or defame).

RadOverlay may also, in its discretion, suspend the Services (in whole or in part), or terminate this Agreement with you, if required to do so by law, in response to a government request, or due to unforeseen technical, operational, financial, or security issues. RadOverlay may, when feasible and appropriate, provide reasonable notice and an opportunity to cure the issue prior to termination or suspension, but is not obligated to do so. If RadOverlay terminates your account or access due to a breach of these Terms, you may be permanently barred from using the Services.

Investigatory and Compliance Rights. RadOverlay may, but is not obligated to, investigate any alleged violation of these Terms or misuse of the Platform. RadOverlay reserves the right to remove or disable access to any data, content, or account that, in its judgment, violates these Terms, applicable law, or poses a risk to the security, integrity, or lawful operation of the Platform.

By You. You may stop using the Services at any time. If you have created an account, you may request account deletion by submitting a request through our Privacy Rights Request Form or by emailing [email protected]. We will process your request in accordance with our Privacy Policy.

Effect of Termination. Upon any termination of these Terms or your access to the Platform or Services, whether by you or by RadOverlay, you must cease all use of the Services. The following provisions of these Terms will survive termination (and continue to apply even after you stop using the Services): any provisions relating to ownership or use of intellectual property (Section on Intellectual Property Rights), provisions regarding liability and warranty disclaimers (Disclaimers of Warranties, Limitation of Liability), indemnification obligations, any provisions dealing with the handling of PHI or confidentiality, data protection and compliance obligations, and any other provisions which by their nature should survive termination. Termination of your access or account does not relieve you of any obligation to pay any fees (if applicable) accrued prior to termination, and it does not extinguish any liability you incurred prior to termination.

Data Retention. Following termination, RadOverlay may retain User Data unless you request its deletion in accordance with our Privacy Policy. RadOverlay may also retain User Data as required for legal, regulatory, or compliance purposes, in backup systems (until deleted in normal maintenance), or in de-identified and aggregated form.

Discontinuation or Modification of Services. RadOverlay further reserves the right to discontinue or modify the Platform or Services (or any part of them) at any time. Where the Services are provided to paying subscribers, RadOverlay will provide reasonable advance notice of any discontinuation or material change, to the extent practicable, to ensure compliance with contractual obligations and minimize disruption. If RadOverlay ceases to operate a particular Service, we will, where feasible, provide notice via the website or to registered users.

Changes to the Services and Terms

Changes to Services. RadOverlay is continually improving and evolving the Platform and Services. We reserve the right, at our sole discretion, to modify, update, suspend, or discontinue the Platform or Services (or any feature or functionality thereof) at any time, with or without prior notice and without liability, except as required by applicable law; provided that RadOverlay will not materially reduce the functionality of the Services. For example, we may deploy updates, bug fixes, or new features, or we may remove or limit certain features. We may also impose limits on certain features or restrict your access to parts or all of the Platform or Services without prior notice and without liability for any resulting loss, inconvenience, or delay. Any updates or new features that enhance or alter the current Services will be subject to these Terms (unless separate terms are provided for those new features). Posting such modifications or updates on the Platform or website shall constitute sufficient notice of change. RadOverlay does not guarantee that any specific tools, features, or content will always be available. RadOverlay shall have no liability to you or any third party for any modification, suspension, or discontinuation of the Platform or Services.

Changes to Terms. RadOverlay may, at its sole discretion, revise, update, or otherwise modify these Terms from time to time. RadOverlay shall have no liability to you or any third party arising from or related to any modification, update, or revision of these Terms. If we make a material change to the Terms, we will make reasonable efforts to notify you — for example, by posting the updated Terms on our website or within the applicable application, or by sending a notice to the email address associated with your account (if you have provided one). Posting the revised Terms on the Platform or website will constitute notice of modification, and the revised Terms will become effective immediately upon posting unless a later date is specified. By continuing to use the Platform or Services after the new Terms come into effect, you are indicating that you accept and agree to be bound by the modified Terms. If you do not agree to any updated Terms, you must stop using the Platform or Services. Material changes will not retroactively modify or supersede any existing enterprise Services Agreement unless expressly agreed in writing by both parties. We encourage you to review the Terms for the latest information on our practices. For your convenience, the “Last Updated” date at the top of this document indicates when these Terms were last changed.

Governing Law and Dispute Resolution

Governing Law. These Terms and any dispute arising out of or related to these Terms or the Services will be governed by the laws of the State of New Hampshire, USA, without regard to its conflict of laws principles. The Platform and Services are controlled and operated by RadOverlay from its offices in the State of New Hampshire, USA. You and RadOverlay agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Jurisdiction and Venue. Except as otherwise provided in the arbitration section below, any legal suit, action, or proceeding arising out of or related to these Terms or your use of the Services shall be brought exclusively in the state or federal courts located in the State of New Hampshire, USA. You consent to the personal jurisdiction of these courts and irrevocably submit to the exclusive jurisdiction and venue of such courts. You further waive any and all objections based on improper venue, inconvenient forum, or lack of personal jurisdiction, to the extent permitted by law. Notwithstanding the foregoing, RadOverlay reserves the right to seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the New Hampshire courts.

Binding Arbitration. To promote efficient resolution of disputes, the parties agree that, to the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a “Dispute”) shall be finally and exclusively resolved by binding arbitration administered under the Federal Arbitration Act (“FAA”). Arbitration shall be conducted by JAMS (or another mutually agreed arbitral body) under its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. The arbitration shall take place in the United States county where you reside (if applicable) or in another location mutually agreed upon by the parties. Each party shall bear its own costs and attorney’s fees, except as otherwise provided by the arbitrator’s award or applicable law. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. This clause shall not preclude either party from seeking provisional or injunctive relief in aid of arbitration from a court of appropriate jurisdiction. By agreeing to arbitration, both parties acknowledge that they are waiving their right to a jury trial or to participate in a class action, except as expressly provided herein.

Equitable Relief. In the event of a breach or threatened violation of RadOverlay’s intellectual property rights, confidential information, or proprietary materials, RadOverlay shall be entitled to seek injunctive, interim, or other equitable relief from any court of competent jurisdiction, without waiving any other remedies available under these Terms or at law. You hereby irrevocably consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New Hampshire for purposes of any such action.

Dispute Resolution; No Class Actions. To the extent permitted by law, you and RadOverlay agree that any disputes will be resolved on an individual basis and not as part of a class, consolidated, or representative action. You agree that any arbitration or proceeding shall be limited solely to the dispute between you and RadOverlay individually. There shall be no right or authority for any dispute to be arbitrated or resolved on a class action basis or in a representative capacity on behalf of others. You and RadOverlay each waive any right to a jury trial in any judicial proceeding to the extent permitted by law.

Miscellaneous

Entire Agreement. These Terms, together with any documents expressly incorporated by reference (such as the BAA and our Privacy Policy), constitute the entire agreement between you and RadOverlay with respect to the Services and your prior and current use of the Platform, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding the Services. If and to the extent there is a conflict between these Terms, and enterprise agreement or the BAA, the order of precedence will be: (1) the BAA; (2) the enterprise agreement; and (3) these Terms.

Assignment. You may not assign or transfer these Terms or any of your rights or obligations under these Terms, whether by operation of law or otherwise, without RadOverlay’s prior written consent. Any attempt by you to assign these Terms without consent will be null and void. RadOverlay may assign or transfer these Terms, and its rights and obligations herein, in its discretion (for example, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets). Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

No Waiver. No failure or delay by RadOverlay in exercising any right or remedy provided by these Terms (or by law) will operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude full enforcement of any right. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of RadOverlay.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The invalidity of any particular provision shall not affect the validity of the remaining provisions, which shall be construed as if such invalid provision were omitted.

No Third-Party Beneficiaries. These Terms are for the benefit of you and RadOverlay only. Except as expressly provided in the Indemnification section (with respect to Indemnified Parties) or as otherwise expressly provided in these Terms, nothing in these Terms is intended to confer any rights, benefits, or remedies on any person or entity other than you and RadOverlay.

Relationship of the Parties. You and RadOverlay are independent contracting parties. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. You do not have any authority to contract for or bind RadOverlay in any way, and nothing in these Terms shall be interpreted to confer any such authority upon you.

Dealing with Third Parties. From time to time, the Platform or Services may contain links to, integrate with, or rely on third-party websites, applications, or technologies, including analytics providers, data processors, or other service integrations (collectively, “Third-Party Services”). Your correspondence or dealings with, or participation in activities or transactions with, any Third-Party Services are solely between you and the applicable third party. RadOverlay does not control, endorse, or assume responsibility for any Third-Party Services, including their availability, accuracy, or compliance with applicable laws or privacy practices. You agree that RadOverlay will not be liable for any loss, damage, or harm of any kind arising out of or related to your interactions or use of any Third-Party Services, even if such services are accessible through or integrated with the Platform. The inclusion of Third-Party Services does not imply any affiliation, sponsorship, or endorsement by RadOverlay. We encourage you to review the applicable terms and privacy policies of any Third-Party Services before engaging with them.

Notices. Any notices or other communications permitted or required under these Terms, including those regarding material modifications, will be in written form and delivered by: (i) RadOverlay via email (to the address associated with your account, if provided), (ii) posting within the Platform or on RadOverlay’s website, or (iii) by other electronic means reasonably designed to provide notice. For notices made by email, the date of receipt shall be deemed the date on which such notice is transmitted. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

Survival. All provisions of these Terms that by their nature should survive termination or expiration of your account or access to the Platform shall so survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity obligations, limitations of liability, dispute resolution provisions, confidentiality obligations, and data protection responsibilities.

Headings. Section headings in these Terms are for convenience of reference only and have no legal effect.

Contact Information. If you have any questions about these Terms or the Services, or if you need to provide any notice under these Terms, please contact RadOverlay at:

RadOverlay, LLC
11 E Park Street, Unit 247
Lebanon, NH 03766 USA

Email: [email protected] (or the appropriate contact email provided on our website).


By using RadOverlay’s Services, you acknowledge that you have read, understood, and agreed to these Terms and that you will abide by them. Thank you for using RadOverlay’s tools to streamline your radiology workflow!

© 2026 RadOverlay, LLC
Terms|Privacy
11 E Park Street, Unit 247
Lebanon, NH 03766