End User License Agreement
These End User License Agreement (the "Agreement") are between Medtales Media Corp. ("We" or the "Licensor") the provider of the mobile application (the "App") and the end user who accepts the terms in this Agreement ("You","Your" or the "User"). В В
THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE LICENSOR. THIS AGREEMENT SHALL GOVERN YOUR INSTALLATION AND USE OF THE APP.
The Licensor may change the terms of this Agreement at any time by notifying You of a change when You next log-in to the App following the installation of an update which You may receive directly from the Licensor or through an online platform, such as an app store. The new terms may be displayed on-screen and You may be required to read and accept them to continue Your use of the App. If You choose not to accept any new terms You will not be able to use the App any longer.В
BY CLICKING THE "I ACCEPT" BUTTON OR BY INSTALLING, USING OR OTHERWISE ACCESSING THE APP, YOU (I) INDICATE THAT YOU INTEND YOUR ACT TO SERVE AS YOUR SIGNATURE TO THIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE, (II) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR THAT, IF THE USER OF THE APP IS UNDER 18 YEARS OLD, THE PERSON INSTALLING THE APP IS THE USER'S PARENT OR LEGAL GUARDIAN AND (III) REPRESENT AND WARRANT THAT YOU ARE NOT GOING TO UTILIZE THE APP TO SUBMIT OR TRANSMIT ANY DATA RELATED TO A RESIDENT OF THE EUROPEAN UNION WHICH MAY NOT BE STORED OUTSIDE OF THE EUROPEAN UNION.
IF YOU DO NOT ACCEPT ALL TERMS OF THIS AGREEMENT, CLICK THE "REJECT" BUTTON AND DO NOT INSTALL THE APP OR OTHERWISE USE OR ACCESS THE APP.
BY CLICKING ON "I ACCEPT", YOU ACKNOWLEDGE THAT THERE ARE INHERENT RISKS IN COMPUTER SOFTWARE, HARDWARE AND INTERNET CONNECTIVITY THAT MAY RESULT IN INTERRUPTIONS OR ERRORS IN THE APP AND THE DATA TRANSMITTED USING THE APP; LOSS OF PRIVACY, CONFIDENTIALITY, INFORMATION OR PROPERTY; AS WELL AS OTHER LOSSES, DAMAGES OR ADVERSE OCCURRENCES, REGARDLESS OF THE MEASURES TAKEN TO AVOID SUCH OCCURRENCES.
1. USER ACCOUNTS.
b. No Transfer. The App and Your user account may not be transferred to another end user.В The App should be uninstalled if You transfer the Mobile Device on which it is installed.В В В
c. Username and Password.В You are solely responsible for maintaining the confidentiality of your username and password.В You are responsible for any and all activities that are conducted through your account.В Licensor shall be entitled to assume that a user presenting your username and password is, in fact, you.В If you knowingly or unknowingly furnish a password to an unauthorized person, you are validating the authority of such person to act on your behalf as to any access or use of the App with that password and shall be responsible for any charges, damages or losses incurred or suffered as a result of the failure to maintain the confidentiality of any password.В You agree to notify Licensor immediately of any unauthorized use of your account.В Licensor shall have the right at any time to change, modify or amend your username and password.
d. Termination of Account.В Licensor may terminate Your user account at any time, for any or no reason, and without notice to you (including, without limitation, if Licensor believes that you have violated or acted inconsistently with this Agreement).В Upon such termination, all rights granted to you hereunder shall automatically revert back to Licensor, and all representations, warranties, covenants, certifications, indemnifications, and promises made by you under this Agreement shall survive in perpetuity.
2. LICENSE GRANT.
a. License Grant - App. The Licensor hereby grants You a limited, non-transferable, non-exclusive license (the "License") to install and use the App on Your Mobile Device provided that You agree to and comply with all terms and conditions of this Agreement in connection with Your use of the App on Your Mobile Device.
b. Reservation of Rights. You do not have the right to distribute the App or post or otherwise make available the App, or any portion thereof, in any form, on the Internet or in any other way, to any other person. You have no right to receive, distribute, use or examine any source code or design documentation relating to the App, except and then solely to the extent required to be permitted by applicable law.В The License granted herein does not constitute a sale of the App, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY THE LICENSOR. You agree to only use the App as expressly permitted herein. The App is licensed, not sold, to You by the Licensor.
You acknowledge that the App contains CONFIDENTIAL source code and agree not to disclose, provide, or otherwise make available confidential information within the App in any form to any third party without the prior written approval of Licensor.В Unauthorized copying of the App or failure to comply with the restrictions in this Agreement (or other breach of the License herein) will result in automatic termination of this Agreement and You agree would cause immediate, irreparable harm to the Licensor or its affiliates and/or its licensors for which monetary damages would be an inadequate remedy and that injunctive relief will be an appropriate remedy for such breach. В Some of the foregoing provisions may be ineffective in certain countries/states/provinces/jurisdictions, so the above acknowledgements and terms may not apply to You in their entirety.
c. Ownership Of Intellectual Property The Licensor, its affiliates and its licensors own or license all rights, title and interest in and to the App. You agree to refrain from any action that would diminish such rights or would call them into question.В You acknowledge and agree that all Intellectual Property Rights (as defined hereinafter) in the App and any improved, updated, upgraded, modified, customized or additional parts thereof are owned by the Licensor, its affiliates or its licensors and are protected by law and international treaty provisions, including but not limited to copyright, patent, trade secret, trade dress, trademark, rights in get-up, goodwill, rights in designs, technology, artwork, rights in computer software (including source code), database and similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any media now known or hereinafter invented, in any part of the world ("Intellectual Property Rights"). The license granted herein confers no title or ownership in the Intellectual Property Rights in theВ App or any other technology, information or materials, and as between the parties, the Licensor retains exclusive ownership of all right, title and interest in and to all aspects of the App and all other technology, information and materials, as well as any and all copies or modifications thereof (by whomever made and whenever made), including, but not limited to, all Intellectual Property Rights with respect to any and all of the foregoing.В Portions of the App may include copyrighted material provided by third parties. The licensors of such third party materials retain all of their respective right, title and interest in and to such third party materials and all copies thereof, including, but not limited to, any and all Intellectual Property Rights. The use of this material and the associated rights are hereby acknowledged except, and then solely to the extent, that the foregoing is ineffective in certain countries/states/provinces/jurisdictions.
Any goodwill derived through the use of the Intellectual Property Rights pursuant to the terms of this Agreement shall inure solely to the benefit of the Licensor, its affiliates and/or its licensors. The structure, organization and code of the App are the valuable trade secrets and confidential information of the Licensor, its affiliates and/or its licensors. You shall not remove any product identification, copyright notices or proprietary restrictions from the App.В Medtales is a trademark of Medtales Media Corp.В Any and all goodwill derived through the use of the Medtales trademark pursuant to the terms of this Agreement shall inure solely to the benefit of Licensor.В Other trademarks included or accessed during the use of the App are the trademarks of their respective licensors. Licensor reserves all rights not expressly granted to You in this Agreement.В
d. Limitation On Reverse Engineering. Except to the extent that such restriction is not permitted under applicable law, You are not permitted (and You agree not to and not to permit or facilitate third parties to) reverse engineer, decompile, disassemble, decode, create derivative works of, gain access to the source code, reduce non-human readable elements in the App to human-readable form, modify or adapt the App, any updates to same, or any part thereof, except and then solely to the extent required to be permitted under applicable law.
e. Limitations on Use. You may not rent, lease, lend, sell, redistribute, transfer, assign or sublicense the App or use the App for commercial timesharing or otherwise in providing services to third parties. You may not sublicense, assign or transfer the License or App.
f. Support. Licensor reserves the right at any time to discontinue, cancel, or modify the technical support provided, if any.В
3. UPDATES AND UPGRADES. From time to time updates to the App may be available through the online provider such as the app store or the Medtales website. Depending on the update, You may not be able to use the App until You have downloaded the latest version of the App and accepted any new terms that may apply.В To use the App identified by the Licensor as an upgrade, You must first be licensed to use the original App identified by the Licensor as eligible for the upgrade. After upgrading, You may no longer use the original App that formed the basis for Your upgrade eligibility and the upgraded software shall be deemed the "App" licensed hereunder. This Agreement will apply to Your use of the update or upgrade unless the Licensor provides other terms along with the update or upgrade. In case of a conflict between this Agreement and other terms provided with respect to updates or upgrades, such other terms will prevail.В This Section will not require the Licensor to deliver new features and functionality which are priced separately by the Licensor nor any future products which may be offered by the Licensor. В
4. TERM. This Agreement is effective upon Your acceptance of the same and shall continue unless terminated in accordance with the terms of this Agreement. This Agreement will terminate immediately and without additional notice in the event that You breach, and/or fail to comply with, any term or condition of this Agreement. В If Your license to the App terminates, You must discontinue use and uninstall and destroy all copies of the App; all rights granted to You under this Agreement shall cease; You must immediately cease all activities authorized by this Agreement; and You will no longer be able to use the App.
b. Limited License - User Materials.В All names, information, communications, and content that you submit to or publish on or through the Services, if any, is hereinafter defined as the "User Materials." By submitting or publishing User Materials on, to, or through the Services, you hereby grant Company an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual, and universe-wide license for Company to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any manner, medium, or form, whether now known or hereinafter devised, as Company sees fit in its sole discretion. Licensor is not responsible for, and expressly disclaims any liability arising from or in connection with, the use or disclosure of any User Materials.
c. Data Storage.В All data, including User Materials, you submit to through the App will be stored in the United States. You agree to only submit data that may be stored in the United States under applicable law without any further action or obligation of Medtales implied by the applicable laws in your jurisdiction of residency.В В
a. THE USE OF THE APP IS AT YOUR SOLE RISK.В The App is not intended for use on a mobile device that has been altered or customized to remove, replace, or circumvent the manufacturer's approved kernel, system configuration or use restrictions, or which violates the manufacturer's warranty.В Use of the App may adversely affect the operation of other software and devices. В Any content created for, or included in, the App is for the purpose of providing information only. В
b. Medical Disclaimers.В The content provided in and through the App is not meant to serve as a substitute for medical advice, diagnosis or treatment, or for the individualized advice or care of a healthcare provider.В You are not permitted to advise, diagnose or treat other users.В Licensor does not endorse or recommend any information that may be mentioned or discussed on the App. В In providing the App, the Licensor does not provide medical advice. В Do not use the App during emergency situations.В If You are concerned with Your condition, You should contact Your healthcare provider or call 911.В Do not ignore symptoms that may indicate that Your health or the health of someone else is at risk.В Some of the foregoing disclaimers may be ineffective in certain countries/states/provinces/jurisdictions, so may not apply to You in their entirety.
c. THE APP IS NOT TO BE USED AS A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE JUDGMENT, DIRECT MEDICAL SUPERVISION OR EMERGENCY INTERVENTION; OR FOR EMERGENCY USE.В ALL PATIENT MEDICAL DIAGNOSES AND TREATMENT ARE TO BE PERFORMED BY AN APPROPRIATE HEALTHCARE PROFESSIONAL.В NEITHER THE LICENSOR, NOR ANY OF ITS AFFILIATED COMPANIES OR ITS LICENSORS, ARE RESPONSIBLE OR LIABLE FOR ANY DIAGNOSIS, DECISION OR ASSESSMENT MADE BY A USER OR ANY INJURIES YOU MAY INCUR AS A RESULT OF ANY DECISIONS MADE BASED ON THE CONTENT OF THE APP. В В
d. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR AND its affiliates PROVIDE THE APP "AS IS" AND WITH ALL FAULTS AND DEFECTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE APP. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR OR AN AUTHORIZED REPRESENTATIVE OF THE LICENSOR SHALL CREATE A WARRANTY. В The Licensor and its affiliates do NOT warrant that the functions contained in the App will meet Your requirements or that the operation of the App will be uninterrupted or error free or that such errors will be corrected. Software, such as that used in the App, is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the App for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property. Some countries/states/ provinces/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to You in its entirety. В To the extent applicable law requires the Licensor to provide warranties, You agree that the scope and duration of such warranty shall be to the minimum extent required to be provided under such applicable law.
e. If You receive the App through Apple Inc. ("Apple"), You acknowledge and agree that this Agreement is between You and Licensor, who is the provider of the App and the content available therein, not Apple.В Apple has no obligation to furnish any maintenance or support with respect to the App.В Apple is not responsible for addressing any claims You or any third party have or may have relating to the App or Your possession and/or use of the App, including, without limitation, (i) product liability claims, (ii) any claim that such App fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer production or similar legislation, and (iv) intellectual property infringement claims.В Apple shall have no warranty or other obligation with respect to the App and shall not be subject to any losses, liabilities, damages, costs or expenses attributable to any failure of the App.В Apple shall be a third party beneficiary of the restrictions contained in this paragraph and Apple shall have the right to enforce the terms of this paragraph against You as a third party beneficiary hereof.В If You download, access, or use the App from or through Apple's App Store, then the limited license granted to you in Section 2.a. is hereby amended to add the following restriction:В You may not use the App on any device other than the Apple-brand device (e.g., iPhone) that you own or control, or in any manner that is contrary to Apple's Usage Rules.
7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY LOSSES THAT YOU MAY INCUR, THE ENTIRE LIABILITY OF THE LICENSOR, ITS officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, suppliers or licensees UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO, IN LICENSOR'S DISCRETION, EITHER THE FIXING, REPAIRING OR OTHERWISE RECTIFYING ANY APP FAULTS OR REPLACING THE APP, EVEN IF ANY SUCH LOSS WAS FORESEEABLE OR CONTEMPLATED BY THE PARTIES, OR WHERE APPLICABLE, THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE APP OR $10.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR, its officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, suppliers or licensees BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE APP OR ANY THIRD PARTY SERVICES, SOFTWARE AND/OR HARDWARE USED WITH THE APP, FOR LOSS FROM ANY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE DUE TO YOUR DOWNLOADING THE APP OR ANY MATERIAL/WEBSITE LINKED TO IT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF THE LICENSOR, AND its affiliates HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. В YOU UNDERSTAND AND AGREE TO THE LIMITATIONS OF LIABILITY IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THIS PROVISION, THE FEE CHARGED FOR THIS APP WOULD BE HIGHER. Some countries/states/provinces/jurisdictions prohibit or limit the exclusion or limitation of liability or incidental or consequential damages, so the above limitations or exclusions may not apply to You.В
8. INDEMNITY. YOU AGREE TO INDEMNIFY AND HOLD the Licensor AND its officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, suppliers or licensees HARMLESS FROM ANY CLAIM OR DEMAND (INCLUDING BUT NOT LIMITED TO REASONABLE LEGAL FEES) MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF OR RELATED TO YOUR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR VIOLATION OF ANY LAWS, REGULATIONS OR THIRD PARTY RIGHTS INCLUDING ANY INFRINGEMENT BY YOU ON THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR YOUR NEGLIGENT ACT, OMISSION OR WILLFUL MISCONDUCT.В
9. U.S. GOVERNMENT CUSTOMERS. The App is a "Commercial Item" as that term is defined in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, Commercial Computer Software and Commercial Computer Software Documentation are licensed to the U.S. Government users (i) only as Commercial Items and (2) only with those rights granted to other users under this Agreement. Unpublished rights are reserved under the copyrights of the United States.
10. EXPORT COMPLIANCE. You shall comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that the App is not (1) exported, directly or indirectly, by You in violation of Export Laws; or (2) used by You for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You also agree that you are not on the United States list of Specially Designated Nationals Denied Persons List, Unverified List Debarred Party List or Entity List, as these lists, regulations and laws may be amended from time to time, which listsВ are currently consolidated atВ http://export.gov/ecr/eg_main_023148.asp. You further agree that You will not use the App for any purpose prohibited under applicable law. If you are not a U.S. citizen or resident, Licensor may terminate this Agreement, without breaching the Agreement or incurring any damages, at any time that the U.S. imposes restrictions on the exportation of the goods, services, software, or technology to be provided under this Agreement.В
12. ENTIRE AGREEMENT. This Agreement is the entire agreement between You and the Licensor relating to the App and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the App or any other subject matter covered by this Agreement. To the extent the terms of any policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in force and effect. Sections 2.c, 4, 5, 6, 7, 8, 9, 11 and 12 shall survive termination of this Agreement.
13. FORCE MAJEURE. Neither the Licensor nor any of its affiliates or licensors shall have any liability for any failure to perform its obligations under this Agreement if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, failure of third party software, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of the Licensor or such other party.
YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNDERSTAND ALL SUCH TERMS AND CONDITIONS AND AGREE TO BE BOUND THEREBY.
BY CLICKING THE "I ACCEPT" BUTTON OR BY INSTALLING OR USING THE В APP, YOU INDICATE THAT YOU INTEND YOUR ACT TO SERVE AS YOUR SIGNATURE TO THIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE.
Please print a copy of this Agreement for Your records.
IF YOU DO NOT ACCEPT ALL TERMS OF THIS AGREEMENT, CLICK THE "REJECT" BUTTON AND DO NOT INSTALL OR USE THE APP.