END-USER LICENSE AGREEMENT FOR CircleOf APP – READ CAREFULLY.BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, SMART PHONE, TABLET, OR OTHER DEVICE (collectively “DEVICE”) OR OTHERWISE USING THIS APP, YOU ARE BECOMING A PARTY TO THIS AGREEMENT.This End-User License EULA (“EULA”) is a legal agreement between you (either an individual or a single entity) and CircleOf, Inc. (“CircleOf”) for the CircleOf App, which includes all content, features, functionality, programs, applications or services provided in or through the App (collectively, the “App”). The App made available to you is licensed, not sold, to you. This App and any information pertaining to CircleOf products are designed and intended for use by residents of the United States. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, YOU SHOULD NOT DOWNLOAD, INSTALL AND/OR USE THE APP.
CircleOf respects your privacy. Please click here to view our Privacy Notice which is incorporated herein by reference.
This App may contain general information relating to health care, some of which may concern medical conditions and their treatment. The App is not to be used as a substitute for medical judgment, advice, diagnosis or treatment of any health condition or problem. Users of the App should not rely on any information provided by the App for treatment, diagnosis, or advice related to their own or others’ health problems. Questions should be addressed to a licensed physician prior to making any decisions or undertaking any action or inaction regarding any health care issue you might have at any time, now or in the future. Use of the App does not create an express or implied physician-patient relationship. You agree that neither CircleOf nor any other party is or will be liable or otherwise responsible for any decision made or any action taken or not taken due to your use of information presented through the App. NO STATEMENTS MADE IN THIS APP HAVE BEEN EVALUATED BY THE U.S. FOOD AND DRUG ADMINISTRATION, OR ANY SIMILAR REGULATORY BODY WITHIN OR OUTSIDE THE UNITED STATES. THE APP IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE.
This license granted to you for the App by CircleOf is limited to a non-transferable license to use the App on a single Device that you own or control. This license does not allow you to use the App on any Device that you do not own or control. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the App). Any attempt to do so is a violation of the rights of CircleOf and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by CircleOf that replace and/or supplement the original App, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
The App is the property of CircleOf or its suppliers and licensors. Title and copyrights to the App, in whole and in part and all copies thereof, and all modifications and enhancements, derivatives and other alterations of the App regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of CircleOf and its suppliers and licensors. The App is protected by United States Copyright Law and International Treaty provisions. Further, the structure, organization and code embodied in the App are the valuable and confidential trade secrets of CircleOf and its suppliers and licensors and are protected by intellectual property laws and treaties. You agree to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws. You acknowledge the exclusive rights of CircleOf or its suppliers and licensors in the App, and agree that you shall not challenge, or assist in any challenge to, the validity or exclusivity of the ownership thereof, or the validity of this license.
The App may provide functionality through which you are able to upload information (such as data, text and images) in connection with your use of the App (collectively, “Uploads”). If you use such functionality, you grant to CircleOf an irrevocable, perpetual, non-exclusive, fully-paid, world-wide, license (sublicensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your Uploads (in whole or in part) in any format or medium now known or later developed (“License”) both in connection with and outside of the App. The foregoing License rights will not apply in the event CircleOf has stated in writing that the uploaded information will be used solely for your benefit.Any Uploads that you send to us through the App are and will be deemed non-confidential, and CircleOf will have no obligation of any kind with respect to such information. CircleOf will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute such Uploads in any manner and you will gain no right, title or interest in or to the App by virtue of CircleOf doing so. CircleOf will be free to use any ideas, concepts, know-how or techniques contained in such communications for any purpose, including but not limited to, developing, manufacturing and marketing products. CircleOf reserves the right to display or insert advertisements in connection with Uploads and to use Uploads for marketing, advertising and promotional purposes.You agree that you are solely responsible for all of your Uploads. CircleOf is not required to host, display, or distribute any Uploads and may remove them at any time or refuse any Uploads for any reason. CircleOf is not responsible for any loss or theft of, or damage of any kind to, any Uploads. You represent and warrant that: (a) you own all rights in your Uploads or, alternatively, you have acquired all necessary rights in your Uploads to enable you to grant to CircleOf all of the rights described herein; and (b) your Uploads do not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party.You are prohibited from posting Uploads or otherwise using the App to transmit any content that may be considered, at CircleOf’s sole discretion, unlawful, threatening, libelous, defamatory, obscene, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate the law or a copyright, trademark or other intellectual property right of another. CircleOf will cooperate with any law enforcement authorities or court order requesting or directing CircleOf to disclose the identity of anyone posting information or materials in connection with the App. CircleOf may, from time to time, monitor, review, block or remove the discussions, chats, postings, transmissions, bulletin boards and the like; however CircleOf is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any Uploads.
Should any of your Uploads in the App mention a potential side effect related to a CircleOf product, CircleOf may be required to contact you for further information and may be required to report it to the applicable regulatory authority. You may also report any adverse event which may be related to a CircleOf product by calling CircleOf. Or, if you prefer, you may contact the U.S. Food and Drug Administration (FDA) directly. Visit www.fda.gov/medwatch, or call 1-800-FDA-1088.
The license is effective until terminated by you or CircleOf. Your rights under this license will terminate automatically without notice from CircleOf if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the App, and destroy all copies, full or partial, of the App.
CircleOf has no obligation to provide you with any updates, new versions, enhancements, error corrections, or any other modification of the App under this Agreement, but if CircleOf does so, in its sole and absolute discretion, any such modification shall be considered “App” and subject to the terms of this Agreement.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CircleOf HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CircleOf DOES NOT WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APP, THAT THE FUNCTIONS CONTAINED IN THE APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE APP OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CircleOf OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE APP PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CircleOf BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CircleOf HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall CircleOf’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one hundred dollars ($25.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Except where prohibited by applicable law, you agree to defend, indemnify and hold harmless CircleOf, its directors, employees and agents from any and all loss, damage, liability, and legal fees (including, but not limited to, reasonable fees and disbursements of counsel incurred by CircleOf in any action or proceeding between you and CircleOf or between CircleOf and any third party related to this Agreement) resulting from your use of the App.
You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.
The App 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. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to 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. Unpublished-rights reserved under the copyright laws of the United States.
Platform providers, such as Apple Inc. and Google Inc., that make the App available for download (“Platform Providers”) are not parties to this EULA. Platform Providers have no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to the warranties herein, you may notify the applicable Platform Provider, and such Platform Provider may refund any purchases made through the App (if applicable). To the maximum extent permitted by applicable law, Platform Providers will have no other warranty obligation whatsoever with respect to the App. You acknowledge that Platform Providers are not responsible for addressing any claims 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. CircleOf, not the Platform Providers, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Platform Providers are third party beneficiaries of this EULA, and Platform Providers 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. You represent that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties. If you have downloaded the App via the iTunes Store, your use of the App must comply with Apple’s App Store Terms and Conditions, located at https://www.apple.com/legal/internet-services/itunes/us/terms.html.
This App is provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the App. Persons who access this App do so on their own initiative, and are responsible for compliance with applicable local laws and regulations. CircleOf makes no representations regarding the legality of the App in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.
The failure of CircleOf to enforce any provision of this EULA shall not be construed as a waiver or limitation of CircleOf’s right to subsequently enforce and compel strict compliance with every provision of this EULA. If any term or provision of this EULA is invalid or unenforceable to any extent, the remainder of this EULA shall be valid and enforced to the fullest extent permitted by law. This EULA is governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflicts of laws. You and CircleOf further agree that the sole jurisdiction and venue for any litigation arising from or relating to this EULA is an appropriate federal or state court located in San Francisco, California. This EULA sets forth the entire agreement of the parties with respect to the subject hereof, and supersedes and overrides all prior agreements on the same subject matter. This EULA will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly included. This EULA and any of the rights or obligations hereunder are not assignable without CircleOf’s prior written permission. No waiver, modification, or amendment to this EULA is binding upon CircleOf unless it is in writing signed by an authorized representative of CircleOf. CircleOf may change this EULA from time to time, at its sole discretion. Your continued use of the App following these changes will be deemed your acceptance of these changes. All rights and benefits granted hereunder to CircleOf shall extend to and may be exercised by CircleOf as well as any and all of CircleOf’s affiliates and subsidiaries. Sections 4, 5, 7, 9, 10, 11, 17 and 18 shall survive termination of this EULA.
EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND FREE FROM DURESS OR COERCION, WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.
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