ADDITIONAL LICENSE AGREEMENT TERMS AND CONDITIONS TO LICENSE AGREEMENT BETWEEN YOU AND PATIENT PENDING, LLC.
TERMS AND CONDITIONS. Patient Pending provides the Patient Pending Platform to you pursuant to rights licensed to Patient Pending to do so (collectively referred to as “Services”). These Additional License Agreement Terms and Conditions (‘Terms”) apply to your use of all Services provided to you by us under the Patient Pending, LLC (the “License”), and are incorporated therein by this reference. Any reference herein to the License shall include these Terms. By accessing and/or using the Patient Pending Platform, you agree to be legally bound by the License.
SERVICE LICENSE. Patient Pending grants you a limited, revocable, non-exclusive, non-transferable license to access and make use of the Services during the period of the license (the “License Term”). Patient Pending reserves the right to prohibit any conduct involving the Services that it deems to be in violation of these Terms, in its sole reasonable discretion. You shall not: provide inaccurate information to Patient Pending to gain access to the Services; copy, rent, lease, sell, repair, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify or alter the Services including, but not limited to, translating or creating derivative works, under any circumstances; use the Services, or the contents thereof, for any illegal purpose; use the Services in a manner that impacts the stability of the servers utilized by Patient Pending to provide the Services and/or impacts the behavior of other mobile applications, software, applications and/or websites using the Services, such as by using data mining, robots, scraping, or similar data gathering and extraction tools on or within the Services; and/or use the Services in any manner or for any purpose that may knowingly violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Patient Pending’s sole discretion) to Patient Pending and its affiliates, its providers, its suppliers, and end users of the Services.
Violation of any of the above restrictions may result in a termination of your ability to access the Software application. Patient Pending reserves any and all rights or remedies that may be available in the event of your breach of these Terms.
SECURITY, CRACKING AND HACKING. You shall not violate or attempt to violate the security of the Services, Software Application, and/or Content. Accordingly, you shall not: access data or materials not intended for you; log into a server or account which you are not authorized to access; attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; and/or attempt to circumvent a technological measure that effectively controls access to a work protected under the Digital Millennium Copyright Act; share information regarding your Patient Pending account, including your credentials and/or other information stored on your Patient Pending account with any other third-party.
COPYRIGHT, TRADEMARK AND INTELLECTUAL PROPERTY. Copyrights in the Services are held by their respective owners. The Services and any other copyrighted material shall not be modified, copied, distributed, repackaged, shared, displayed, revealed, extracted, emailed, transmitted, sold or otherwise transferred, conveyed or used, in a manner inconsistent with your agreement with Patient Pending, or rights of the copyright owner. Patient Pending, www.patientpending.com, and the Services, Software Application and/or Content are either registered trademarks, trademarks, trade names, service marks, or otherwise are the protected property of Patient Pending and the respective owners, and may not be used, copied or imitated without prior written permission from Patient Pending or the respective owners. The compilation of the Services is the exclusive property of Patient Pending or its licensors, and is protected by U.S. and International copyright law.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY. THE PATIENT PENDING SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, PATIENT PENDING DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, PATIENT PENDING DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE PATIENT PENDING SERVICES WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR FREE. IN THE EVENT OF ANY INTERRUPTION OF THE PATIENT PENDING SERVICES, PATIENT PENDING’S SOLE RESPONSIBILITY SHALL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE INTERRUPTION. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM PATIENT PENDING WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU AGREE THAT PATIENT PENDING SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO YOUR ACCESS TO AND/OR USE OF THE SERVICES (OR PATIENT PENDING’S SUSPENSION OR TERMINATION OF SUCH ACCESS AND/OR USE) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL PATIENT PENDING OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PATIENT PENDING SERVICES, EVEN IF PATIENT PENDING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. PATIENT PENDING’S MAXIMUM AGGREGATE LIABILITY ARISING IN CONNECTION WITH THESE TERMS SHALL NOT, IN ANY EVENT, EXCEED ANY LICENCE FEES RECEIVED BY PATIENT PENDING FROM YOU DURING THE SIXTY (60) DAYS IMMEDIATLELY PRECEDING THE ACT, OMISSION OR EVENT GIVING RISE TO YOUR CLAIM.
GOVERNING LAW AND DISPUTES. The License shall be governed by the laws of the State of Missouri, and applicable Federal laws, without regard to any conflict of laws principles. Any dispute regarding these Terms or the relationship that has been established by these Terms, whether arising in tort, contract, statute, or otherwise, shall be brought exclusively in the state or federal courts serving Springfield, Greene County, Missouri. Both parties submit to venue and jurisdiction in these courts.
ASSIGNMENT. Client may only assign the License with our prior written consent, which may be granted or withheld in our sole discretion. We may assign the License on notice to you, provided that the assignee assumes all of our obligations to you.
ENTIRE AGREEMENT, AMENDMENT, WAIVER. The License contains the entire agreement of the parties hereto, and supersedes any prior agreements of the parties, written or oral, concerning the subject matter of this License. The License may be amended only by a written instrument signed by the parties. A waiver of any right or obligation by a party shall not preclude a party from insisting on performance of the same right or obligation, or any other right of obligation.
SURVIVAL. Any of the provisions of the License, which expressly provide for their survival, shall survive the termination of the License.
COUNTERPARTS. The License may be executed in any number of counterparts and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute but one (1) and the same agreement. Signatures to the License transmitted by electronic mail or portable document format shall be valid and effective to bind the party so signing.
SEVERABILITY. If any provisions of the License applicable to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of the License or the application of such provision to such party or circumstance, other than those as to which it is determined invalid or unenforceable, shall not be affected thereby, and each remaining provision of the License shall be valid and shall be enforced to the fullest extent permitted by law.
ATTORNEYS' FEES. In the event of litigation concerning the interpretation or enforcement of the License, the prevailing party shall recover from the non-prevailing party its reasonable attorneys' fees, court costs and expenses, whether at the trial or appellate level.
RELATIONSHIP OF PARTIES. Notwithstanding any provision in the License to the contrary, the License shall not be construed as making you or us the partner, agent or joint venturer of the other and the parties shall have no relationship to each other, other than as set forth herein as seller and buyer of services.
THIRD PARTY GENERAL INDEMNITY. Each Party (“Indemnitor”) shall, to the extent permitted by law, indemnify, defend and hold harmless the other Party from and against any and all claims, demands, complaints or actions of third parties, except for claims by affiliates of a Party, and including government agencies, arising from or relating to the License (including personal injury, death, or property damage), to the extent caused or arising out of the negligence, willful misconduct, breach of the License or a related agreement, or violation of law of or by the Indemnitor. Further, in the event the Parties are jointly at fault or negligent, they agree to indemnify each other in proportion to their relative fault or negligence. The claims, demands, complaints and actions covered hereunder include all settlements, losses, liabilities, judgments, court costs, reasonable attorneys’ fees, fines, penalties and other litigation costs and expenses arising from or related to such claims, demands, complaints or actions, or incurred by a Party in enforcing this Section. Each Party shall bear the cost it incurs as a result of compliance with this Section.
CONFIDENTIALITY. The Parties will maintain all Confidential Information obtained from the other in confidence and will not use or disclose such information accept in connection with the performance of the License without the prior written consent of the other Party except as may be required to comply with law or judicial process. For purposes of the License, the term "Confidential Information" shall include the terms of the License, including financial terms, and any and all information whether in oral, written or other form, which is communicated between the Parties relating to the licensing and use of the Patient Pending Platform, (regardless of whether such information is labeled as confidential). Notwithstanding the foregoing, Confidential Information may be released to the Parties' employees, partners, members, shareholders, attorneys, consultants and lenders who have a reasonable need for such Confidential Information, provided that such individuals agree to maintain the confidential nature of the information. This provision shall survive the termination of the License.