End User License Agreement

Posted on Posted on: | Updated: by Natalia Robinson

This End User License Agreement (“EULA”) is entered into between Levrx Technology, Inc. (“Company”) and you, the authorized user or person (“Authorized User”) in possession of Company Software (“Software”). The terms of this EULA are in addition to the provisions of any master agreement entered into between Company and the organization through which the Authorized User was granted access credentials to the Software (“Client”) (such master agreement is defined as “Client Master Agreement”). Company will license the Software to the Client only if the Authorized User accepts the terms of this EULA.

BY CLICKING THE “AGREE” BUTTON AND USING THE SOFTWARE, AUTHORIZED USER (A) ACKNOWLEDGES THAT AUTHORIZED USER HAS READ AND UNDERSTAND THIS EULA; (B) REPRESENTS THAT AUTHORIZED USER IS 18 YEARS OF AGE OR OLDER; AND (C) ACCEPTS THIS EULA AND AGREES THAT AUTHORIZED USER IS LEGALLY BOUND BY ITS TERMS. IF AUTHORIZED USER DOES NOT AGREE TO THESE TERMS, AUTHORIZED USER SHALL NOT USE THE SOFTWARE AND WILL DELETE IT FROM AUTHORIZED USER’S MOBILE DEVICE.

If the Authorized User wishes to use the Software as an employee, contractor, or agent of the Client, then the Authorized User must be authorized to sign for and bind the Client in order to accept this EULA. The licenses granted under this EULA are expressly conditioned upon acceptance by such Authorized User.

  1. Software License:
    1. License Grant. Subject to the terms of this EULA and as long as Authorized User keeps using the Software, Company grants Authorized User a limited, non-exclusive, nontransferable, non-sublicensable, non-assignable, and revocable license to download, access and use the Software pursuant to this EULA and solely for non-commercial purposes.
    2. Software License Restrictions. Authorized User shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party, other than as contemplated by this EULA; (ii) attempt in any way to circumvent or otherwise interfere with any security precautions, procedural controls, or other measures of Company relating to the Software; (iii) make any copies of the Software; (iv) reverse engineer, reverse assemble, decompile, or disassemble the Software, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (v) translate, adapt, modify, distribute, or create derivative works based on the Software, whether or not patentable; (vi) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the Software or the data contained therein, or impair the Software or interfere with any other party’s use of the Software; (viii) attempt to gain unauthorized access to the Software or its related systems or networks; (ix) create Internet “links” to the Software or “frame” or “mirror” any content contained in, or accessible from, the Software on any other server, wireless or Internet-based device; and (x) permit direct or indirect access to or use the Software in a way that circumvents a usage limit; (xi) access or reverse engineer the Software in order to build or assist others in building a competitive product or service or to benchmark with a non-Company product or service; (xii) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof; or (xiii) use any manual or automated process to monitor or copy any of the material on the Software, or for any other purpose not expressly authorized in this EULA, without Company’s prior written consent.

 

  1. Third-Party Materials
    1. The Software includes software, content, data, or other materials, including related documentation, that are owned by third parties other than Company and that are provided to Authorized User on licensee terms that are in addition to and/or different from those contained in this EULA (“Third-Party Licenses”). A list of all materials, if any, included in the Software and provided under Third-Party Licenses will be provided to the Authorized User upon request. Authorized User is bound by and shall comply with all Third-Party Licenses and failure to do so may result in restricted access or use of certain Software features and functionality. Any breach by Authorized User of any Third-Party License is also a breach of this EULA.

 

  1. Updates
    1. Company may provide Software updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates”) as Company makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Company may develop and provide Updates in its sole discretion, and Authorized User agrees that Company has no obligation to develop any Updates at all or for particular issues. Authorized User further agrees that all Updates will be deemed Software, all subject to all terms and conditions of this EULA. Maintenance and support services do not include any new version or new release of the Software that Company may issue as a separate or new product, and Company may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

 

  1. Collection and Use of Information
    1. Authorized User acknowledges that Company may, directly or indirectly through the services of third parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through (i) the provision of maintenance and support services; and (ii) security measures included in the Software.
    2. Authorized User agrees that the Company may use such information for any purpose related to any use of the Software by Authorized User or on Authorized User’s equipment, including but not limited to: (i) improving the performance of the Software or developing Updates; and (ii) verifying Authorized User’s compliance with the terms of this EULA and enforcing the Company’s rights, including all intellectual property rights in and to the Software.
    3. All information we collect through or in connection with this Software is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Software, Authorized User consents to all actions taken by us with respect to Authorized User’s information in compliance with the Privacy Policy. Authorized User has read and agrees to be bound by the terms of the Company’s Privacy Policy, which is incorporated herein by reference.
    4. Geographic Restrictions. The Content and Services are based in the state of New York in the United States and provided for access and use only by persons located in the United States. Authorized User acknowledges that access to all or some of the Content and Services may not be available outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If Authorized User accesses the Content and Services from outside the United States, Authorized User is responsible for compliance with local laws.

 

  1. Term and Termination
    1. The term of this EULA commences when Authorized User acknowledges their acceptance of this EULA and will continue in effect until terminated by Authorized User or Company as set forth in this Section 5.
    2. Authorized User may terminate this EULA at any time by ceasing to use the Software.
    3. Company may terminate this EULA for any particular Authorized User for any or no reason in its sole discretion upon thirty (30) days written notice to Client.
    4. Upon termination (i) all rights granted to Authorized User under this EULA will also terminate; and (ii) Authorized User must cease all use of the Software and delete all copies of the Software from Authorized User’s Mobile Device and account.
    5. Termination will not limit any of Company’s rights or remedies at law or in equity.

 

  1. Disclaimer of Warranties
    1. THE SOFTWARE IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS DISCLAIMS ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS EULA , INCLUDING WITHOUT LIMITATION, WITH REGARD TO THE SOFTWARE, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE ARE HEREBY EXPRESSLY DISCLAIMED. AUTHORIZED USER ACKNOWLEDGES THAT COMPANY HAS NOT REPRESENTED OR WARRANTED THAT THE SOFTWARE WILL MEET AUTHORIZED USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SOFTWARE IS STRICTLY BETWEEN AUTHORIZED USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY SOFTWARE. COMPANY HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF AUTHORIZED USER DATA.
    2. AUTHORIZED USER ACKNOWLEDGES THAT THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND THAT COMPANY AND ITS LICENSORS ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. COMPANY RECEIVES DATA AND INFORMATION FROM MANY INDEPENDENT SOURCES, INCLUDING DRUG MANUFACTURERS, RESEARCH INSTITUTIONS, AND GOVERNMENT AGENCIES. COMPANY CANNOT, AND DOES NOT, INDEPENDENTLY REVIEW, VERIFY, TEST, INVESTIGATE OR SUBSTANTIATE THE CONTENT DERIVED FROM THE SOFTWARE FOR CORRECTNESS, ACCURACY, TIMELINESS OR COMPLETENESS, INCLUDING WITH RESPECT TO AND CONTENT DESCRIPTIONS, PRICES OR INFORMATION CONCERNING MEDICAL DEVICES, AND DISCLAIMS ALL RESPONSIBILITY FOR ANY ERRORS THEREIN AND FOR ANY ADVERSE CONSEQUENCES RESULTING THEREFROM. IN ADDITION, THE SOFTWARE MAY NOT NECESSARILY COVER ALL POSSIBLE USES, DIAGNOSES, TREATMENT OPTIONS, DIRECTIONS, PRECAUTIONS, DRUG INTERACTIONS, DOSAGE LIMITATIONS, LOCAL PRACTICES OR ADVERSE EFFECTS APPLICABLE TO A PARTICULAR DRUG OR TREATMENT OR A PARTICULAR AUTHORIZED USER. ALTHOUGH THE SOFTWARE COVERS A WIDE RANGE OF PRESCRIPTION AND NON-PRESCRIPTION DRUGS, IT DOES NOT INCLUDE ALL DRUGS, VACCINES, DEVICES AND DIAGNOSTIC AGENTS. ACCORDINGLY, AND WITHOUT LIMITATION TO THE FOREGOING, THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION IS NOT AN INDICATION THAT THE DRUG, DOSAGE OR DRUG COMBINATION IS SAFE, APPROPRIATE OR EFFECTIVE FOR ANY PARTICULAR AUTHORIZED USER.
    3. WHILE EVERY EFFORT HAS BEEN MADE TO ENSURE ACCURACY, SOME INFORMATION MAY BE OUT OF DATE. FORMULARIES ARE SUBJECT TO CHANGE BASED ON, AMONG OTHER THINGS, DECISIONS MADE BY THE INDIVIDUAL PLANS.

 

  1. Medical Disclaimer
    1. AUTHORIZED USER IS SOLELY RESPONSIBLE FOR THEIR OWN HEALTH. COMPANY’S WEBSITE AND SOFTWARE IN NO WAY INTENDS TO DIAGNOSE TREAT ANY MEDICAL OR OTHER CONDITION OR TO BE A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL CARE. AUTHORIZED USER AGREES TO UNDERSTAND THAT THIS SOFTWARE IS NOT A MEDICAL DEVICE AND COMPANY IS NOT A LICENSED MEDICAL CARE PROVIDER.
    2. THE SOFTWARE MAY PROVIDE INFORMATION ABOUT MEDICATIONS, BUT THE SOFTWARE IS LIMITED, INTENDED TO BE JUST ONE OF MANY SOURCES OF REFERENTIAL MATERIAL USED BY A LICENSED PROFESSIONAL, AND MAY BE CONFUSING TO CERTAIN AUTHORIZED USERS WHEN NOT INTERPRETED BY A HEALTHCARE PROFESSIONAL. THE SOFTWARE IS NOT INTENDED, AND AUTHORIZED USER AGREES NOT TO RELY ON THE SOFTWARE AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL, VERBAL COUNSELING, PHYSICAL DEMONSTRATION OF AN ADMINISTRATIVE TECHNIQUE, OR JUDGMENT OF PHARMACISTS, PHYSICIANS OR OTHER HEALTHCARE PROFESSIONALS.

 

  1. Limitation of Liability
    1. TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA. THE LIABILITY OF COMPANY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS EULA SHALL NOT EXCEED THE FEES PAID OR PAYABLE IN THE FIRST TWELVE MONTHS UNDER THE CLIENT MASTER AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Indemnification
    1. Authorized User agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to Authorized User’s use or misuse of the Software or Authorized User’s breach of this EULA, including but not limited to the content Authorized User submits or makes available through this Software.

 

  1. General
    1. Each party acknowledges that it has read, understands, and agrees to be bound by this EULA. Additionally, each party further represents and warrants that it has all the rights necessary to comply with and be bound by this EULA.
    2. Authorized User has read, and agrees to be bound by, any applicable third party terms, and as may be amended from time to time.
    3. This EULA, along with the Company’s Privacy Policy any respective schedule(s) and any related exhibits, is the complete and exclusive statement of the EULA between the parties with respect to the Software and shall supersede all prior proposals, understandings and all other agreements, oral and written. Company reserves the right to change this EULA at our sole and absolute discretion, at any time, without notice to you by any means and without liability to you or any third party. Any modifications will be published on this page and on Company’s website. It is your responsibility to review the most recent version of this EULA.
    4. Neither party hereto shall be liable or deemed in default for any delay or failure in performance hereunder resulting from any cause beyond its reasonable control.
    5. If any provision of this EULA is held to be invalid or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.
    6. This EULA shall be binding upon and inure to the benefit only of the parties hereto and their respective successors and permitted assigns. Authorized User agrees that Company may, as permitted under the Client Master Agreement, subcontract its obligations hereunder to a third party or affiliate, but such subcontract will not relieve Company of its obligations hereunder. Authorized User may not assign this EULA nor any of its rights, duties or obligations hereunder without the prior written consent of Company which may be withheld in Company’s sole discretion. In the event of a material change in control of Authorized User or Company, any new parties remain bound by the original terms unless this EULA is terminated as outlined above.
    7. The waiver or failure of either party to exercise any right provided for in this EULA shall not be deemed a waiver of any further right hereunder.
    8. All communications or notices permitted or required to be given or served under this EULA shall be in writing, shall be addressed to the other parties in accordance with the Client Master Agreement.
    9. This EULA, and any dispute arising from the relationship between the parties to this EULA, shall be governed by New York law, excluding any laws that direct the application of another jurisdiction’s laws. The parties hereto agree that all actions or proceedings arising in connection with this EULA shall be tried and litigated exclusively in the State courts located in the County of Albany, State of New York. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this EULA in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State courts located in the County of Albany, State of New York shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this EULA.

 

Short Message Service (“SMS” or “Text”) Messaging Terms and Conditions

Levrx Technology, Inc. ( “Company”) engages third party SMS (“Text Messaging” or “Text Message”) Providers (“Text Messaging Provider”). By opting into Text Messaging, you, the authorized user or person (“User” or “you”) in possession of Company Software (“Software”), agree to the following terms and conditions of this Short Message Service Messaging Terms and Conditions (“Text Messaging Terms”).

The Company’s Text Messaging program consists exclusively of marketing-related messages. Text Messages may include general reminders or promotional prompts, such as notifications to log in to the Software to explore available features or opportunities.

  1. General Text Messaging Provisions

Users that wish to participate in the Text Messaging service will opt in using the Software by completing a consent form. After opting in to the Text Messaging service via the Software, Text Messaging Provider will send you a Text Message to confirm your participation with Company’s Text Messaging services.

Automated messages may be sent using an automatic telephone dialing system to the mobile telephone number you provided when signing up or any other number that you designate.

As always, message and data rates may apply for any messages sent to you from the Text Messaging Provider and to the Text Messaging Provider from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

Text Message frequency varies, and additional Text Messages may be sent periodically based on your interaction with the Software.  The Company and Text Messaging Provider reserve the right to alter the frequency of Text Messages sent at any time to increase or decrease the total number of sent Text Messages. The Company and Text Messaging Provider also reserves the right to change the short code or phone number where Text Messages are sent.

Your consent to receive marketing messages is not a condition of purchase.

 

  1. Wireless Carriers

Wireless carriers are not liable for delayed or undelivered messages.

 

  1. Cancellation

You can cancel the Text Messaging service at any time by texting “STOP”. After you send the Text Message “STOP” to the Text Messaging Provider, the Text Messaging Provider will send you a Text Message to confirm that you have been unsubscribed. After this, you will no longer receive Text Messages from the Text Messaging Provider. 

You may also opt out of receiving Text Messages directly through the Software by accessing the applicable account settings, preferences, or similar menu and selecting the option to opt out of Text Messaging.

If you want to join again, just sign up as you did the first time and we will start sending Text Messages to you again.

 

  1. Information

If you are experiencing issues with the messaging program you can text “HELP” at any time for more assistance, or you can get help directly at appsupport@levrx.com.

 

  1. Privacy

If you have any questions about your data or our privacy practices, please see the Company’s Privacy Policy.

 

  1. Messaging Terms Changes

Company and Text Messaging Provider reserve the right to change or terminate our Text Messaging program at any time. Company and Text Messaging Provider also reserves the right to update these Text Messaging Terms at any time. Such changes will be effective immediately upon the effective date. Your continued enrollment in Text Messaging following such changes shall constitute your acceptance of such changes.