Single User License.
Subject to the terms and conditions of this End User Agreement, HealthXSolutions Ltd. (“Company”) and its suppliers grant to you (“End User”) a non-exclusive, non-transferable license to use the software named HealthxApp created and owned by the Company (collectively, the “Software”). The Software’s uses include, but are not limited to, finding and scheduling appointments with doctors and medical professionals, telemedicine consults, storing medical, laboratory, prescription and other records, and processing payments.
Limitations. Except as otherwise expressly provided under this End User Agreement, End User shall have no right, and End User specifically agrees not to
make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software, or to permit third parties to do the same; or
copy, in whole or in part, decompile, translate, reverse engineer, disassemble or otherwise reduce the Software to human-readable form.
Upgrades and Additional Copies.For purposes of this End User Agreement, “Software” shall also include (and the terms and conditions of this End User Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, “Upgrades”) or backup copies of the Software licensed or provided to End User by Company or an authorized distributor for which End User had paid the applicable license fees and holds the corresponding software keys. Notwithstanding the foregoing, End User acknowledges and agrees that Company shall have no obligation to provide any Upgrades under this End User Agreement. If Upgrades are provided, End User acknowledges and agrees that End User has no license or right to use any such additional copies or Upgrades unless End User, at the time of acquiring such copy or Upgrade, already holds a valid license and the corresponding software keys to the original Software.
Notices of Proprietary Rights. End User agrees to maintain and reproduce all trademark, copyright, patent, and notices of other proprietary rights on all copies, in any form, of the Software in the same form and manner that such trademark, copyright, patent, and notices of other rights are included on the Software. Except as expressly authorized in this End User Agreement, End User shall not make any copies or duplicates of any Software without the prior written permission of Company. End User may make such backup copies of the Software as may be necessary for End User’s lawful use, provided End User affixes to such copies all trademark, copyright, patent, and notices of other proprietary rights that appear on the original.
Proprietary Rights. The Software is and will remain the sole and exclusive property of Company. Company’ rights under this Section will include, but not be limited to: (i) all copies of the Software, in whole and in part; and (ii) all Intellectual Property Rights in the Software. For purposes herein, “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights, Moral Rights, rights of priority and any other intellectual property right recognized in any country or jurisdiction in the world. “Moral Rights” means any right to claim authorship to or to object to any distortion, mutilation, or other modification or other derogatory action in relation to a work, whether or not such would be prejudicial to the author’s reputation, and any similar right, existing under common or statutory law or any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”
Disclaimer. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS END USER AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
Limitation of Liability. IN NO EVENT WILL COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF COMPANY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall COMPANY or its suppliers’ total liability to End User, whether in contract, tort (including negligence), or otherwise, exceed the price paid by End User. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Term and Termination. This End User Agreement is effective until terminated. End User’s license rights under this End User Agreement will terminate immediately without notice from Company if End User fails to comply with any provision of this End User Agreement. Upon termination, End User must destroy all copies of Software and the corresponding software keys in its possession or control.
Compliance With Law. Each party agrees to comply with all applicable laws, rules and regulations in connection with its activities under this End User Agreement. Without limiting the foregoing, End User acknowledges and agrees that the Software, including technical data, is subject to United States export control laws, including the United States Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. End User agrees to comply strictly with all such regulations and acknowledges that End User has the responsibility to obtain licenses to export, re-export, or import the Software.
General. This End User Agreement will bind and inure to the benefit of each party’s successors and assigns, provided that End User may not assign or transfer this End User Agreement, in whole or in part, without Company’s written consent. This End User Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. No failure of either party to exercise or enforce any of its rights under this End User Agreement will act as a waiver of such rights. If any portion hereof is found to be void or unenforceable, the remaining provisions of this End User Agreement shall remain in full force and effect. This End User Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.