PLEASE READ THIS EULA AND OUR PRIVACY POLICY (AVAILABLE HERE: PRIVACY POLICY) CAREFULLY BEFORE USING ANY MOBILE APPLICATION OR SERVICE OFFERED BY PROTOCOL NOW, LLC. (“PN”). THIS EULA SETS OUT HOW EACH APPLICATION OR
SERVICE WE OFFER (INCLUDING ANY IN-APPLICATION PURCHASES) IS LICENSED TO YOU TO USE.
1. INTRODUCTION
1.1 The PN mobile application that you have downloaded, and any accompanying online or electronic documentation (collectively, the “App”), have been produced by and are the property of Protocol Now, LLC. PN is referred to as “us”, “we”, and “our” in this EULA. You
can contact us by email at support@protocolnow.com.
1.2 THE TERMS AND CONDITIONS BELOW SET OUT THE AGREEMENT BETWEEN YOU (“you”) AND US FOR THE PURCHASE, DOWNLOAD, INSTALLATION AND USE OF THE APP (AND ANY IN APP PURCHASES) SO PLEASE READ THIS CAREFULLY.
1.3 BY DOWNLOADING AND USING THE APP YOU ARE AGREEING TO BE BOUND BY AND BECOME A PARTY TO THIS EULA AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA OR PRIVACY POLICY YOU SHOULD NOT PURCHASE,
DOWNLOAD OR USE THE APP.
2. IMPORTANT TERMS
2.1 ALL USE OF THE APP IS SOLEY FOR USE BY USERS IN ACCORDANCE WITH THIS EULA. ANY USE, REPRODUCTION OR REDISTRIBUTION OF THE APP NOT IN ACCORDANCE WITH THIS EULA IS EXPRESSLY PROHIBITED.
2.2 THE EULA LIMITS PN’S LIABILITY AS SET OUT BELOW.
2.3 YOUR USE OF THE APP REQUIRES YOU TO HAVE AN APPLE ITUNES OR GOOGLE ACCOUNT. YOUR ACCESS TO THE APP WILL BE LINKED TO YOUR ITUNES OR GOOGLE ACCOUNT AND YOU ARE REQUIRED TO COMPLY WITH ALL APPLICABLE APPLE AND
GOOGLE POLICIES TO USE THE APP, INCLUDING FOR ANY IN-APP PAYMENTS, IF APPLICABLE.
2.4 YOU ACKNOWLEDGE AND AGREE THAT USE OF THE APP IS FOR INFORMATIONAL PURPOSES ONLY, DOES NOT PROVIDE MEDICAL ADVICE OR DIAGNOSIS, IS NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR ANY MEDICAL ADVICE CONCERNING
ANY PATIENT OR MEDICAL CONDITION THAT MAY BE NEEDED OR REQUIRE MEDICAL RELATED ADVICE. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT DATA YOU PROVIDE VIA THE APP DOES NOT CONSTITUTE PROTECTED HEALTH INFORMATION, AS DEFINED UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (“HIPAA”) OR UNDER SIMILAR LEGISLATION IN YOUR LOCAL JURISDICTION.
2.5 YOU ACKNOWLEDGE THAT THE APP SERVES AS A PLATFORM FOR DISSEMINATING USER GENERATED CONTENT SUCH AS MEDICAL RELATED PROTOCOLS AND RELATED INFORMATION THAT IS NOT SUBJECT TO REVIEW OR APPROVAL BY US.3. ABOUT THE APP
3.1 The App allows you to store and record all information about your organization and various medical protocols and related materials. The App also provides general information that you may find useful as part of the process wherein you will diagnose and treat certain
medical conditions. The App is not intended to be a replacement for the advice from medical advisors or the standards and guidelines provided by relevant statutes, regulations, medical boards and professional associations.
3.2 The Privacy Policy is an important document that governs our use of the personal and anonymous data that we obtain from your use of the App. We use this data in accordance with our Privacy Policy so please take time to read and understand that document.
4. DEVELOPER TERMS
4.1 iOS Users. The following terms of this clause are the terms that we are required by Apple to notify you of and obtain your consent in respect of using the App:
4.1.1 Acknowledgement. You and we acknowledge that this EULA is binding between you and us only, and not with Apple Inc., nor any subsidiary or affiliate company of Apple Inc., (“Apple”). You also acknowledge that we are solely responsible for the App and the content thereof.
4.1.2 Grant of License. Subject to, and in consideration of, your compliance with all conditions of this EULA we grant you a non-exclusive, personal, revocable, non-transferable license to use the App and Content for your lifetime on a device which you own or control, and as permitted by the Usage Rules set forth in the terms set by the applicable mobile application, and in accordance with the Privacy Policy.
4.1.3 Maintenance and Support. We are solely responsible for providing support and maintenance for the App. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
4.1.4 Product claims. You acknowledge that we, and not Apple, are responsible for addressing any claims you may have relating to the App or your possession and/or use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to
conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
4.1.5 Intellectual Property Rights. You acknowledge that in the event of a third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, we shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property right infringement claim, and not Apple.
4.1.6 Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country; and (ii) you are not listed on any US
Government list of prohibited or restricted parties.
4.1.7 Third Party Beneficiary. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and that when you accept the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary thereof.
4.1.8 Third Party Terms of Agreement. We may use third party software and services with the App. Use of the App is therefore subject to your acceptance and compliance of and with these third party terms and you agree to comply with the applicable third party terms and conditions when using the App.
4.2 Android Users. By downloading the App from Google Play you acknowledge that you have reviewed and accepted the Google Play Terms of Service and Google Play Terms of Business. If you download the App from another online market for software applications that operate on devices powered by the Android operating system, you acknowledge that you have reviewed and accepted the terms of services applicable to such market.
5. LICENSE
5.1 License to Use. PN hereby grants User a limited license to use the Software for testing and evaluation only.
5.2 No Other License. User receives no license to the Software except as specified herein and PN expressly reserves all other rights.
6. TESTING
User agrees to provide PN with (i) User’s opinion of the Software, including any defects or bugs found in the Software and any information necessary for PN to evaluate such defects, and (ii) any recommendations for changes or modifications to the Software.
7. RIGHT OF PN TO USE EVALUATION MATERIALS
User agrees that PN shall have the right to use, in any manner and for any purpose, any protocols, comments, suggestions, ideas, information, concepts, and materials generated as a result of User’s use and evaluation of the Software. Such information shall include but not be limited to changes, modifications and corrections to the Software. PN shall have the right to use, at its sole discretion, all such information, including but not limited to use by incorporation of such information into the Software, other computer programs and documentation for assignment, license, or other transfer to third parties, all without compensation or remuneration to any User.
8. YOUR USE OF THE APP
8.1 By downloading, installing or using the App, you confirm that you are over 18 years of age.
8.2 You understand that the App is not intended to provide medical advice, diagnosis or treatment and cannot replace the experience and knowledge of qualified healthcare professionals. We do not recommend or endorse any specific medical protocols, specific
healthcare providers, physicians, products, organizations or entities, treatments, therapeutics, pharmaceuticals, devices, procedures, opinions or other information that may be mentioned through the App regardless of the source and the use of the information and
materials in the App is in your sole discretion, and accordingly, your actions or inactions will be your sole responsibility.
8.3 You acknowledge that we have no control over how other users use the App and therefore we have no control over the quality of information posted on the service or made available through the App. Accordingly we give no warranties or representations with respect of the accuracy or reliability of any content made available via the App and the service generally.
8.4 Subject to the privacy settings in the App as set by you, we may send you push notifications to your device while the App is installed, including while the App is not running in the foreground or in the background.
8.5 We may make surveys available to you through the App and if you decide to complete a survey any information you submit will be used in accordance with our own privacy policy.
9. OWNERSHIP OF THE APP AND CONTENT
9.1 All intellectual property in the App is owned by us and/or our licensors.
9.2 All intellectual property rights in the App and content on the App, including all samples, text, AI, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content (“Content”) belongs to us and/or our
licensors. All rights reserved.
9.3 You are not purchasing the App or any Content, but are granted a non-exclusive personal, restricted, worldwide, revocable license to use the same for your own medical practice and internal business operations on the terms set out herein.
10. LINKS TO WEBSITES AND THIRD PARTY SERVICES
10.1 Where we make available links to other websites or apps in the App, such links are provided for your information and convenience only. We are not responsible for the content or performance of the linked website or app, and you are responsible for reviewing the linked website’s or app’s terms of use.10.2 The App may provide you with certain functionalities to share your Data, as defined herein, with third parties and services that you designate from time to time.
11. UPLOADING DATA
11.1 To the extent that the App allows you to upload any text, pictures, data or other information (“Data”), then you acknowledge that we may copy, store, adapt, modify, and use the Data to enable us to provide the App and Data to you.
11.2 We do not make any Data you upload available to other users of the App, unless you expressly opt in to sharing your Data with other users, such as your colleagues or team members.
11.3 We use your Data in accordance with our Privacy Policy as set out in this EULA.
11.4 You confirm that your Data shall not infringe the intellectual property rights or privacy rights of any third party or defame any person. You agree to compensate us for any loss we may suffer from a third party claim arising from a breach by you of this confirmation.
11.5 You agree that you shall not use the App to send any abusive or offensive material, or any other material that we may deem to be generally objectionable, or for any commercial purposes except for the purposes the App was designed to support.
11.6 After you delete your account, your Data may remain on our servers for a limited period of time as part of our backup system.
12. FURTHER CONTENT AND UPGRADES
12.1 We may offer further in-app content and upgrades to the App for you to purchase, download, install and use in the App (“Further Content”). We grant you a non-exclusive, personal, revocable, non-transferable license to use the Further Content which you have
purchased in the App.
12.2 When you make an in-app purchase of any Further Content, that purchase will be completed either through the distributor from whom you originally purchased the app, or through another third party payment processor (the “Distributor”) and:
12.2.1 you agree to comply with the terms, conditions and policies of the Distributor in respect of that purchase as are of have been notified to you; and
12.2.2 when making such a purchase of Further Content (for example, for an upgrade to the App which removes advertisements, or for additional licensed content) you will be given the opportunity to agree to receive that Further Content either immediately or as
soon as practicable.
12.3 We agree to supply Further Content you purchase in accordance with this EULA.
13. COOKIES
13.1 The use of cookies and similar tools are detailed in our Privacy Policy, Apple’s privacy policy, Google’s privacy policy, and the terms of service and/or policies of those third party advertisers or service providers as set out in our Privacy Policy.
13.2 You may delete cookies and other similar tools from your device by deleting the App.
14. SYSTEM REQUIREMENTS
14.1 The App has been developed to work on the latest version of the iOS and Android operating systems at the time of its release. Apple or Google may, from time to time, update the iOS or Android software (as applicable), and we will endeavor, but not be obligated, to update the App if applicable to ensure that its functionality and performance continues with any updated iOS or Android release. It is your obligation to ensure that you are using the latest public release of the iOS or Android software.
15. ADVERTISEMENTS
15.1 Should the App display in app banner advertising, please note we are not responsible for the choice of advertising as all advertising is managed by third party providers.
15.2 As is common with advertising within Apps and websites, the advertisements may load cookies or similar tools onto your iOS or Android device. We have no control over this process, but please note that the use of cookies and similar tools are detailed in our Privacy Policy and Apple’s or Google’s privacy policy.
15.3 You may delete cookies and other similar tools from your device by deleting the App. For iOS users, you can also opt out of personalized advertising in the settings on your iOS device.
15.4 We may, from time to time, make available within the App advertisements from our third party sponsors / partners based on user specific information. These advertisements are chosen by us as we feel they will be relevant to you. In free or trial versions of the app these advertisements cannot be removed or disabled of as they form part of the business model in making the App available to you.
16. INDEMNITY / COMPENSATION
16. You agree to indemnify (compensate) us, defend and hold us harmless from and against all claims, damages, expenses, costs and liabilities (including reasonable legal fees) relating to or arising from your use of the App or arising from any breach or suspected breach of this EULA by you or your violation of any law or the rights of any third party.
17. TERM AND TERMINATION
17.1 This EULA takes effect upon your download, installation and/or use of the App and remains effective until terminated by either you or us. You may terminate this EULA at any time by removing the App from the device on which you have installed it. The EULA shall
automatically terminate if you fail to comply with any term or condition of this EULA. Upon termination you shall cease all use of the App and delete all copies of the App.17.2 We reserve the right to modify, suspend or discontinue the App and its associated services with or without notice. You shall not hold us liable for any such modification or discontinuance.
17.3 The following clauses of the EULA shall survive termination: Clause 6 (Ownership), Clause 13 (Indemnity/compensation), Clause 14 (Term and Termination), Clause 16 (General Provisions), Clause 17 (Limitation of Liability), Clause 19 (Severance) and Clause 20
(Jurisdiction).
17.4 PN reserves the right to discontinue your use of the App at any time for any reason or for no reason at all.
18. SUPPORT AND CONTACTING US
18.1 The App is provided “as is” and, except as expressly set forth herein, with any warranty or guarantees of any kind. However if you need any help and support please email support@practicenow.com and we will assist you if reasonably practicable.
19. GENERAL PROVISIONS
19.1 This EULA sets out the complete understanding and agreement between you and us and may only be amended or waived in writing by us. No waiver by us of any failure by you to comply with or perform a provision of EULA shall be deemed to be a waiver of any preceding or succeeding failure. In the event that any of the provisions of this EULA are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
19.2 This EULA is personal to you. You may not assign, sub-license, transfer or dispose of the rights licensed under this agreement.
19.3 You may only use the App for your personal, private and non-commercial use. You may not reproduce, distribute, publicly display or perform, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble in any
manner the App, or any part of it, including but not limited to any character, graphic, associated software or proprietary communications protocol used by the software or any utilities, applications, emulators or tools derived therefrom, save to the extent that such rights cannot be excluded by law.
19.4 You agree not to access or attempt to access the accounts of other users or to penetrate or attempt to penetrate or disable the App’s security measures, or transfer files that contain viruses, Trojans or other harmful programs.
20. OUR LIMITATIONS OF LIABILITY
20.1 NOTWITHSTANDING ANY OTHER TERM IN THIS CLAUSE 20, IN RESPECT OF FURTHER CONTENT YOU PURCHASE THROUGH THE APP THE WARRANTIES SET OUT HEREIN SHALL APPLY TO THAT FURTHER CONTENT.
20.2 THE APP IS PROVIDED ‘AS IS’ AND ON AN ‘AS AVAILABLE’ BASIS WITHOUT ANY REPRESENTATION, ENDORSEMENT OR WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY,FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND/OR ACCURACY.
20.3 WE DO NOT GUARANTEE THAT THE APP WILL BE (I) FREE OF ERRORS, VIRUSES OR BUGS OR OTHER DEFECTS; OR (II) THAT THE APP OR ANY INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE APP OR IN THE DOCUMENTATION WILL BE ACCURATE OR
COMPLETE; OR (III) THAT ANY DEFECTS IN THE APP WILL BE CORRECTED.
20.4 YOU ACKNOWLEDGE THAT RELIANCE ON ANY INFORMATION PROVIDED VIA THE APP SHALL BE AT YOUR SOLE RISK. THE INFORMATION PROVIDED VIA THE APP IS INTENDED FOR USE BY LICENSED MEDICAL PROFESSIONALS ONLY, AND ONLY WITH THE
UNDERSTANDING THAT THE APP SHOULD NOT BE USED FOR ANY SPECIFIC DIAGNOSTIC PURPOSES BUT ONLY AS A TOOL TO AUGMENT THE PROFESSIONAL SKILL AND KNOWLEDGE OF A LICENSED MEDICAL PROFESSIONAL.
20.5 TO THE FULLEST EXTENT PERMISSABLE BY LAW, INCLUDING IN YOUR LOCAL JURISDICTION, WE EXCLUDE ALL OTHER LIABILITY FOR ANY LOSS OR DAMAGE, INCLUDING ANY LIABILITY OR DAMAGE TO ANY DEVICE OR COMPUTER SYSTEM AND LOSS OF DATA.
20.6 NOTHING IN THIS EULA SHALL LIMIT YOUR STATUTORY CONSUMER RIGHTS THAT CANNOT BE WAIVED AS A MATTER OF LAW.
20.7 OUR ENTIRE LIABILITY TO YOU, AND TO THE EXTENT WE CANNOT EXCLUDE IT, WHERE PERMISSABLE BY LAW, SHALL BE LIMITED TO THE PURCHASE PRICE OF THE APP AND ANY IN-APP PURCHASES.
20.8 IN THE EVENT THAT APPLE OR GOOGLE REFUNDS YOU IN ACCORDANCE WITH THE APPLICABLE APP STORE TERMS OF SALE, THEN NEITHER GOOGLE OR APPLE OR WE WILL HAVE ANY FURTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO
THE APP, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM WITH THE FOREGOING WARRANTY. AS A CONDITION OF ANY REFUND, YOU ARE REQUIRED TO DELETE THE APP.
21. CHANGES TO THE EULA
21.1 We may change this EULA for any legal, regulatory or security reasons, or for any compliance with any changes that may be required by Google, Apple or for any other reason we decide. We will notify you of any changes and you will be required to accept the changes to continue to use the App.
22. SEVERANCE
22.1 If any provision of this EULA is found by a court of competent jurisdiction or other relevant regulatory agency or body to be invalid or unenforceable the other provisions shall continue to apply.
23. GOVERNING LAW AND JURISDICTION
23.1 Subject to your local consumer laws, and in the event of any dispute between you and us, and regarding this EULA and/or your use of the App, then the laws of the United State and the State of Arizona will apply. You agree that in the event we are unable to settle any dispute with you, then any court or arbitration proceedings shall be held in Phoenix, Arizona only.
24. CONFIDENTIALITY
24.1 Acknowledgment of Trade Secrets. User acknowledges that the Software contains valuable trade secrets and confidential information owned by PN, including but not limited to the development status of the Software, the functionality of the Software, the appearance, content and flow of the Software’s screens, the method and pattern of user interaction with the Software, and the content of the Software’s documentation.24.2 Restrictions. User agrees that User will not, directly or indirectly, disclose, divulge or otherwise make available to any third party, any information related to the Software, the existence of the Software, the functionality of the Software or any trade secrets and confidential information related thereto without the express written approval of PN.
