Seremedi, Inc., a Delaware corporation ("Seremedi," "our," "us," or "we") provides CareScriptions™ (the "Application"), an Interactive Remote Health Management solution for patients with chronic conditions, providing assistance in management of treatment plans. It includes a mobile application (the "Mobile App") and associated web- or portal-based versions of a patient Careguide. CareScriptions is designed to facilitate sharing of patient health information, treatment plans and related information between patient users, health care providers and designated/authorized caregivers. The term "you" refers to a patient, health provider/clinician and caregiver end user of CareScriptions.
As a patient user of CareScriptions, you may allow one or more caregivers that you designate to use CareScriptions on your behalf via the Mobile App. As a patient, you acknowledge that Seremedi, Inc. is not responsible for any caregiver that you allow to use and access the CareScriptions Application and information about you and your treatment plan on your behalf.
Subject to the terms of this Agreement, Seremedi, Inc. hereby grants you a limited, non-exclusive and nontransferable license to (a) download, install and use the Mobile App on a single smart phone, tablet or other mobile device that you or your health care provider own or control, (b) access CareScriptions via the Mobile Application, and (c) use the content, including text, pictures, videos, links and personalized information or instructions made available to you through the Mobile App ("Content") for your personal, non-commercial use.
You agree not to: (a) copy any element of CareScriptions, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements of CareScriptions; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any element of CareScriptions; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notice from CareScriptions; or (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available CareScriptions or any features or functionality thereof to any third party for any reason.
You acknowledge that the Mobile App is licensed, not sold, to you. Seremedi, Inc. reserves all rights in and to CareScriptions not expressly granted to you under this Agreement. You do not acquire any ownership interest in the Mobile App or CareScriptions under this Agreement, including any copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. If you submit comments, suggestions, or other feedback regarding CareScriptions, you grant Seremedi, Inc., the right to use such feedback for any purpose. All material contained in this Application (including images, text, and the look and feel attributes) is the property of Seremedi, Inc. and/or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Seremedi, Inc. reserves all rights in that regard. Removing or altering the copyright notice on any material that appears is strictly prohibited.
(a) License Granted to Us in Patient Content As part of CareScriptions, patients and caregivers may have the ability to submit text, photos and personalized information. Patients and caregivers that contribute Content about a patient ("Patient Content") expressly permit the uses that we envision. If you post or share Patient Content (or allowing a caregiver to do so on your behalf) through the Mobile App, you hereby grant Seremedi, Inc. a nonexclusive, fully-paid, royalty-free, fully sub-licensable, transferable, irrevocable worldwide license under any of the applicable intellectual property or other rights protecting the Patient Content to use, display, reproduce, analyze, disseminate and distribute the same (in whole or in part). (b) Patient Content You Submit You may not provide any Patient Content that is malicious, defamatory, pornographic, abusive or threatening, or that promotes illegal or immoral activities, or infringe the rights of others. You represent to us that, to your knowledge (a) you have the right to share the Patient Content via the Mobile App, and (b) the posting and sharing of your Patient Content does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. If you are a caregiver, you further represent and warrant that you have all necessary rights, licenses, consents and approvals from patients and any necessary third parties to provide us with any Patient Content (including patient health information) in connection with CareScriptions. We reserve the right to remove any of Patient Content from CareScriptions in our sole discretion.
CareScriptions or some aspects thereof may require a wireless Internet connection or cellular provider services. We make no representation that CareScriptions is available or permitted in any particular location or for any particular provider. Use of CareScriptions is void where prohibited. CareScriptions is used at your own initiative and you are responsible for compliance with any applicable laws in connection with your use thereof. Seremedi, Inc. may also impose limits on the use or access to CareScriptions as required by law. CareScriptions is not designed for the delivery of time sensitive or life critical medical or health-related communications. IF YOU OR SOMEONE YOU KNOW IS EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. Patient specifically acknowledges that outage and downtime may occur, as may health care provider error in communicating via CareScriptions, including via SMS and text functionality available in CareScriptions. Patient acknowledges the limitations inherent in communication technology
The term of this Agreement and the license and other rights granted herein continue until terminated by Seremedi, Inc. or you. You may terminate this Agreement by deleting the Mobile App and all copies of it from your mobile device, or by returning the mobile device to the Healthcare Provider if it was furnished by such third party for your use. Seremedi, Inc. may terminate this Agreement at any time without notice if it ceases to offer CareScriptions or support the Mobile App, which it may do in its sole discretion, or if you fail to comply with one or more terms of this Agreement. Upon termination of this Agreement: (a) all license and other rights granted to you under this Agreement will terminate; and (b) you must cease all use of CareScriptions and destroy all copies, full or partial, of the Mobile App. You acknowledge that Seremedi, Inc. may restrict, modify, or terminate this Agreement, without liability, for its convenience, or if you violate this Agreement or any law, rule, or regulation.
Regarding Apple, Inc., Google Inc. and other App Store Providers: You acknowledge that this Agreement is between you and Seremedi, Inc. and not with Apple, Inc. ("Apple"), Google Inc. ("Google") or any sponsor or provider of any application marketplace (each an "App Store Provider") through which CareScriptions can be downloaded, and that Seremedi, Inc. (not the applicable App Store Provider) is responsible for the Mobile App and CareScriptions. YOU ACKNOWLEDGE AND AGREE THAT NO APP STORE PROVIDER MAKES ANY WARRANTIES OR HAS ANY OBLIGATIONS WHATSOEVER UNDER THIS AGREEMENT OR HAS ANY WARRANTY OBLIGATIONS WITH RESPECT TO THE APPLICATION OR THE SERVICE. If you are using the Mobile App on any iOS-based device, this license is granted to you only as permitted by and subject to any applicable Usage Rules set forth in the Apple App Store Terms and Conditions and Apple and its subsidiaries, are third party beneficiaries of this Agreement. If you are using the Mobile App on any Android-based device, this license is granted to you only as permitted by and subject to any applicable Android Market Terms of Service established by Google. If you are using the Mobile App on a Windows device, this license is granted to you only as permitted by and subject to applicable Windows Smartphone Terms of Service as established by Microsoft.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CareScriptions IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN CareScriptions WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION THEREOF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN CareScriptions WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. IN JURISDICTIONS WHERE THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER IS NOT ALLOWED, THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. YOU ACKNOWLEDGE AND AGREE THAT YOUR HEALTHCARE PROVIDER IS SOLELY RESPONSIBLE FOR ANY AND ALL (A) COMMUNICATIONS AND CONTENT TRANSMITTED TO YOU VIA CARESCRIPTIONS; (B) MEDICAL OR HEALTH-RELATED ADVICE DISPENSED VIA CARESCRIPTIONS; AND (C) ANY PRODUCTS OR SERVICES THAT HEALTHCARE PROVIDERS MAY PROVIDE TO YOU. YOU ACKNOWLEDGE THAT SEREMEDI, INC. IS NOT LIABLE FOR ANY LOSSES, COSTS, DAMAGES OR CLAIMS IN CONNECTION WITH, ARISING FROM OR RELATED TO YOUR INTERACTIONS WITH ANY HEALTHCARE PROVIDER. YOU RELY ON THE ADVICE OF YOUR HEALTHCARE PROVIDER SOLELY AT YOUR OWN RISK.
IN NO EVENT SHALL SEREMEDI, INC. BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO CARESCRIPTIONS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SEREMEDI, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SEREMEDI, INC. HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE LESSER OF $50 OR THE AMOUNT YOU PAID FOR CareScriptions, IF ANY, IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.
To the extent the Mobile App enables you to send or receive SMS messages, the standard text messaging rates or other carrier charges may apply to such use. Further, to the extent the Mobile App has push notification capability, by using the Mobile App, YOU CONSENT TO RECEIVE COMMUNICATIONS.
You may not use or otherwise export or re-export CareScriptions or elements thereof except as authorized by United States law and the laws of the jurisdiction in which CareScriptions was accessed or obtained. CareScriptions and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to any U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Neither party shall be in default for failing to perform any obligation hereunder if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, illegal acts of third parties, failure of the public Internet or changes in the accessibility of third party websites, power outages, labor disputes or governmental demands or restrictions ("Force Majeure Event"). The laws of the State of Delaware, excluding its conflicts of law rules, govern this Agreement and the provision of CareScriptions. This Agreement constitutes the entire agreement between us regarding CareScriptions. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. You may not transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.