This End User License Agreement ("Agreement") is a binding agreement between the end user ("you", "your" or "End User") of the software application and website (as defined herein) and Tapcloud, LLC ("Tapcloud"). This Agreement governs your use of the Tapcloud Mobile Device Software, including the Hosted Software (both as defined herein) and all related documentation. The Mobile Device Software is licensed, not sold, to you.
BY DOWNLOADING/INSTALLING OR USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.
"Deidentified" means data that has been processed to remove, hide, encrypt, anonymize or aggregate identifying information such that one could not, using reasonable efforts, link such information back to you.
"End User Data" means data entered or uploaded by you to the Hosted Software via the Mobile Device Software.
"Hosted Software" means the online software, platform and websites which you can access via the Mobile Device Software and your account that are hosted and maintained by Tapcloud.
"Mobile Device Software" means the downloadable software application offered by Tapcloud through which your Tapcloud account is accessed.
"Mobile Device" means a smartphone, tablet, or other mobile computing device on which the Mobile Device Software is installable or installed.
"Services" means a web-based software platform with interactive tools to record symptoms, medication compliance and other aspects of patient care reported by the end users.
"Tapcloud Data" means all information, including, but not limited to, data, analyses, measurements, reports, trends, and metrics, generated from, derived from, based on or related to End User Data.
"Website" means the website accessible at tapcloud.com or via the Mobile Device Software.
Tapcloud, through the Mobile Device Software, provides the Services to patients and their healthcare providers. Subject to your compliance with the terms of this Agreement, Tapcloud grants you a personal, limited, terminable, non-exclusive, non-transferable license to:
You acknowledge and agree that the Mobile Device Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Mobile Device Software under this Agreement or any other rights thereto other than to use the Mobile Device Software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Tapcloud and its licensors and service providers reserve and shall retain each of their entire right, title and interest in and to the Mobile Device Software and Website. All rights not specifically granted in this Agreement are reserved by Tapcloud. Tapcloud shall own all rights in any functionality, features, modification or customization of the Mobile Device Software.
All ownership rights in and to the Mobile Device Software shall remain exclusively with Tapcloud and its licensors, as applicable. Access to the Services is provided to you only to allow you to exercise your rights under this Agreement, and no implied license or right not expressly set forth in this Agreement is granted to you.
The Mobile Device Software and access to Tapcloud's Hosted Software are provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Hosted Software outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Hosted Software from outside the United States, you are responsible for compliance with local laws.
Tapcloud may from time to time in its sole discretion develop and provide Mobile Device Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Tapcloud has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the Internet either:
In order to be able to fully utilize the Mobile Device Software, you must promptly download and install all Updates. You acknowledge that the Mobile Device Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Mobile Device Software and be subject to all terms and conditions of this Agreement.
The Mobile Device Software may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Tapcloud is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Tapcloud does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TAPCLOUD OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
TAPCLOUD DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE TAPCLOUD APPLICATION, TAPCLOUD SERVICES, OR ANY RELATED SERVICES. THE OPERATION OF THE TAPCLOUD APPLICATION MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF TAPCLOUD.
UNDER NO CIRCUMSTANCES SHALL TAPCLOUD BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE TAPCLOUD APPLICATION, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE TAPCLOUD APPLICATION OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO TAPCLOUD RECORDS, PROGRAMS, OR SERVICES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED THROUGH THE MOBILE DEVICE SOFTWARE AND YOU TO THE TAPCLOUD SERVICES AVAILABLE THROUGH THE MOBILE DEVICE SOFTWARE.
You agree to indemnify, defend and hold harmless Tapcloud and its officers, directors, employees, agents, affiliates, service providers, 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 reasonable attorneys' fees, arising from or relating to your use or misuse of the Mobile Device Software or your breach of this Agreement.
This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Mobile Device Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois in each case located in Cook County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
This Agreement constitutes the entire agreement between you and Tapcloud with respect to the Mobile Device Software and the use of the Hosted Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.