AVENUES END USER LICENSE AGREEMENT
IMPORTANT--READ CAREFULLY: These Terms are a legal agreement between you and Angel Systems, Inc. and govern your use of the SaaS Services as an authorized user of a customer of AVENUES (the “Customer”), which has entered into a separate master subscription and services agreement with Angel Systems, Inc. We make our online SaaS Services available to Customer and its authorized users subject to the following terms and conditions. Any rights not expressly granted herein are reserved by Angel Systems, Inc.
BY CLICKING THE [ENTER] OR [ACCEPTED] ICON BELOW, OR THROUGH YOUR USE OF THE SERVICES, OR BY CONTINUING TO USE THE SERVICES AFTER BEING NOTIFIED OF A CHANGE TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, WE ARE UNWILLING TO GRANT YOU ACCESS TO AVENUES OR ANY RELATED TOOLS OR SERVICES AND YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
1. ACCESS TO SAAS SERVICES AND MATERIALS. You will have access to and the right to use the SaaS Services under the terms of our contract with Customer. You acknowledge and agree that the SaaS Services, the related Angel Systems, Inc. software, Angel Systems, Inc.’s web portal, text, graphics, logos, images, content and other materials made available through the SaaS Services (“Angel Systems, Inc. Materials”) may be modified and updated from time to time, in Angel Systems, Inc.’s sole discretion.
2. USER OBLIGATIONS. You warrant to us that you will use the SaaS Services solely for Customer’s internal business purposes, and you will not use the SaaS Services or Angel Systems, Inc. Materials for any purpose that is unlawful or that is prohibited by these Terms. Without limiting this warranty, you specifically agree:
You will not share your password or access to your SaaS Services account with any other person or entity, including without limitation any competitor of Angel Systems, Inc., other than other authorized users employed by Customer. You are responsible for any misuse of the SaaS Services under your account or password.
You will not copy, modify, publish, transmit, reverse engineer, transfer or sell, create derivative works, or in any other way use or exploit any of the content of the SaaS Services or other Angel Systems, Inc. Materials other than for their authorized purposes.
You will not use the SaaS Services in any manner which could damage, disable, overburden, or impair the SaaS Services or interfere with any other party’s use and enjoyment of the SaaS Services.
You will not obtain or attempt to obtain any materials or information on or through the SaaS Services through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.
You may not access the SaaS Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
You may not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this SaaS Services or any of its contents.
You will not upload to the SaaS Services any libelous or unlawful content or any materials or instructions that may cause harm or injury, or that violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights.
You will not delete or alter any proprietary rights or attribution notices in any content or Angel Systems, Inc. Materials obtained through the SaaS Services.
You agree that you do not acquire any ownership rights in any content posted by Angel Systems, Inc., its licensors, or other third parties, or in any Angel Systems, Inc. Materials. We do not grant you any licenses, express or implied, to any Angel Systems, Inc. Materials except as expressly provided in these Terms, in connection with such content or materials, or as contained in a binding contract between you or your organization and Angel Systems, Inc.
3. RESTRICTIONS IN USE. The licenses granted to you by these Terms will remain in force only for so long as these Terms remain in effect or until your registration is canceled or terminated. You may not resell or sublicense access to AVENUES or any of the rights granted to you herein to any third party. You may not use any license except in connection with your personal use of AVENUES as authorized by these Terms. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of AVENUES. You further agree not to combine or integrate AVENUES with software or technology not provided by us or modify, further develop, or create any derivative product based on the foregoing. You may not decompile, disassemble, reverse engineer, or otherwise attempt to obtain or access the source code from which any component of AVENUES is compiled or interpreted, and nothing in these Terms may be construed to grant any right to obtain or use such source code. You agree not to use AVENUES to: (a) violate any local, state, national or international law; (b) access any AVENUES subscription account other than your own; or (c) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity. You further agree that you shall not use any means, program, or device, or permit any other person to use any means, program, or device, including but not limited to advertising, instant messaging, and pop-up ads to influence or attempt to influence, through economic incentives or otherwise, clinical care.
4. NO USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION. End User will only use Confidential Information for the purposes of the Master Agreement and will not reproduce, disseminate, or disclose Confidential Information to any Third Party, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of this Master Agreement and are bound by confidentiality obligations at least as restrictive as those in this section. End User will treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. End User shall immediately notify Company of any breaches of security that result in or are likely to result in disclosure of Company’s Confidential Information. However, End User may disclose Confidential Information: (A) as approved in a writing signed by Company (B) as is required by law, (C) is about adverse events, hazards and other unsafe conditions made to governmental agencies, health care accreditation organizations and/or patient safety organizations; (D) is about cybersecurity threats and incidents made to government agencies; (E) is about information blocking and other unlawful practices to a government agency; (F) communicating information about Company’s failure to comply with a Condition of Certification or Other Program Requirements.
5. INDEMNITY. You agree to indemnify, defend and hold harmless Angel Systems, Inc. from and against any losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) that arise out of or relate to your breach of these Terms or your misuse or unauthorized use of the SaaS Services. Angel Systems, Inc. will give you prompt written notice of any such claim, and will reasonably cooperate with you in the defense and settlement of the claim, at your expense.
6. CONFIDENTIAL INFORMATION. You agree to keep strictly confidential all non-public information provided to you through the SaaS Services (“Confidential Information”), including technology, personal information of other individuals, and business information of Angel Systems, Inc. You shall not use Confidential Information for any purpose other than the authorized purposes of this Agreement. You may disclose Confidential Information only to other personnel of Customer who have a need to know such information, and who are bound to keep such information confidential.
a. All of Angel Systems, Inc.’s software, content and materials on its website or made available through the SaaS Services, including text, graphics, logos and images (“Angel Systems, Inc. Materials”), are the valuable property of Angel Systems, Inc. or its suppliers or licensors, and are protected by copyright and/or other laws protecting intellectual property and proprietary rights. You agree to comply with all copyright and other notices, legends or restrictions applicable to any Angel Systems, Inc. Materials.
c. Angel Systems, Inc. may collect and compile data and information related to your use of the SaaS Services in an aggregate and anonymized manner, including compiled statistical and performance information related to your provision, operation and use of the SaaS Services (“Aggregated Statistics”). All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong solely to Angel Systems, Inc.. You agree that Angel Systems, Inc. may use and may make Aggregated Statistics publicly available in compliance with applicable law, including for internal evaluation purposes and external benchmarking and marketing purposes.
d. Angel Systems, Inc. may also use your personal data in connection with performing predictive analytics functions and creating predictive data models. Angel Systems, Inc. may use such data for Angel Systems, Inc.’s internal use in providing the SaaS Services to you and Customer and improving our products and services generally. Angel Systems, Inc. may commercialize and distribute the predictive data models created by it, provided that such data models do not include personal health information or other personal data.
e. If you provide any suggestions, ideas or feedback to Angel Systems, Inc. (“Feedback”), we will have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into or use it to improve our software, products and services.
8. LINKS TO THIRD PARTY SITES. If you decide to access or use any third party websites linked to the SaaS Services, you do this entirely at your own risk.
9. Professional Diagnosis and Treatment. Products and Services made available through the SaaS Service do not make clinical, medical or other professional decisions, and are not substitutes for End User applying professional judgment and analysis. End User is solely responsible for (A) verifying the accuracy of all information and reports produced by or through the SaaS Service; (B) obtaining necessary consents for use and disclosure of patient information; (C) determining data necessary for decision-making by End User and its Personnel; and (D) making all diagnoses and treatments and determining compliance, and complying, with all Laws and licensing requirements for the operation of End User’s business. Company is not responsible for: (A) ensuring that any Providers (i) have active professional licenses and any other credentials required for the provision of services by them, (ii) are not suspended from providing services and (B) performing reasonable credentialing activities to ensure that Providers are authorized and suitable for providing services pursuant to applicable Law or otherwise.
10. TRADEMARKS. Angel Systems, Inc.’s name and its trademarks, service marks and logos, as well as any other Angel Systems, Inc. product names or logos displayed on our website or SaaS Services, are registered or unregistered trademarks of Angel Systems, Inc.. The names and marks of any third parties on our website are the property of their respective owners and may also be trademarks. Our trademarks may be used publicly only with our prior written permission.
11. TERM AND TERMINATION. These Terms shall remain in force until terminated by either you or us for any or no cause, by giving notice to the other party. These Terms and your right to access to the SaaS Services will automatically terminate, without notice to you, if our master services agreement with the Customer terminates or if your employment or engagement with the Customer terminates. Without limiting the foregoing, if you breach any of these Terms, we have the right, at our sole discretion and without prior notice, to suspend, modify, disable, or terminate your use of the SaaS Services. Upon termination, you will no longer have authorized access to the SaaS Services.
12. DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. THE SAAS SERVICES AND OTHER ANGEL SYSTEMS, INC. MATERIALS ARE PROVIDED TO YOU “AS IS.” ANGEL SYSTEMS, INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. OUR TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THESE TERMS, INCLUDING ANY USE OF OR INABILITY TO USE THE SAAS SERVICES OR OTHER ANGEL SYSTEMS, INC. MATERIALS, SHALL BE LIMITED TO YOUR DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF $50.00. IN NO EVENT SHALL ANGEL SYSTEMS, INC. BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SAAS SERVICES OR OTHER ANGEL SYSTEMS, INC. MATERIALS, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. Some jurisdictions prohibit certain limitations of damages in consumer contracts, so the above limitations may be superseded by law in some jurisdictions.
13. APPLICABLE LAWS.
a. You are responsible for complying with all applicable laws in connection with your use of the SaaS Services. Angel Systems, Inc. controls the SaaS Services from its offices in the United States of America. We make no representation that the Angel Systems, Inc. Materials are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited.
b. You may not use or export the Angel Systems, Inc. Materials in violation of U.S. export laws and regulations.
c. These Terms shall be governed by the laws of the state of Florida, excluding conflicts of laws rules. You consent to the exclusive jurisdiction and venue of courts in Florida in all disputes arising out of or relating to these Terms. In the event of any legal action relating to these Terms, the losing party in such action shall pay the prevailing party’s reasonable attorneys’ fees and costs incurred.
d. Our provision of the SaaS Services and other Angel Systems, Inc. Materials and services is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with governmental, court and law enforcement requests or requirements.
14 NOTICES. All notices, consents and other communications permitted or required to be given hereunder shall be delivered by electronic mail to Angel Systems, Inc. at firstname.lastname@example.org and to you at the email address set forth on your Angel Systems, Inc. User account.
15. MISCELLANEOUS. These Terms constitute the entire agreement between you and Angel Systems, Inc. with respect to the SaaS Services. These Terms supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and us with respect to the SaaS Services. If any provision of these Terms is found to be void or unenforceable by a court, all other provisions will remain in full force and effect. The failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
16. Entire Agreement. The Agreement is a companion to the Master Agreement in place with Client and collectively : (i) contains the entire understanding between the parties with respect to the subject matter set forth herein, and neither party is relying on any representations or warranties other than those found in the Agreement, (ii) supersedes all prior and contemporaneous negotiations, agreements, contracts, commitments and understandings, both verbal and written, between the parties, and (iii) does not operate as an acceptance of any conflicting terms or conditions and shall prevail over any conflicting provisions of any purchase order, request for proposal, request for information or any other instrument. End User understands that the headings used in the Agreement are solely for convenience of reference and are not intended to have any substantive significance in interpreting the Agreement. Company may modify the terms of this Agreement at any time by posting new terms to its web site. End User may notify Company in writing within 30- days of such change that End User does not wish to accept the new terms. In the absence of such written nonacceptance notification within the 30-day period, End User confirms acceptance of the new terms by continuing to use the SaaS Services or other services specifically made available to you by Client. If End User does not accept the new terms by notifying Company within the 30-day period, then End User may continue to use the SaaS Services or other services specifically made available to you by Client under End User’s existing terms until the end of the then current month.