Tad Portal
Tad Portal

End User License Agreement (EULA)

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE LICENSED PRODUCT.

BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE LICENSED PRODUCT, AS DEFINED HEREIN, THE INDIVIDUAL OR ENTITY THAT IS DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED PRODUCT IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND AGREES TO BE BOUND BY THE SAME. IN THIS RESPECT, USE OF THE LICENSED PRODUCT CONSTITUTES YOUR ELECTRONIC SIGNATURE TO THIS AGREEMENT AND CREATES A BINDING LEGAL AGREEMENT BETWEEN INTENT SOLUTIONS, INC. (“INTENT SOLUTIONS”) AND THE INDIVIDUAL AND/OR ENTITY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE LICENSED PRODUCT (“LICENSEE”). BY EXECUTING THIS AGREEMENT BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE LICENSED PRODUCT, IF YOU, AN INDIVIDUAL, ARE EMPLOYED WITH AN ENTITY AND ARE EXECUTING THIS AGREEMENT BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE LICENSED PRODUCT ON BEHALF OF THAT ENTITY, YOU REPRESENT AND WARRANT TO INTENT SOLUTIONS THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY, AND THE TERM “LICENSEE” SHALL REFER TO THE ENTITY.

IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, RETURN THE LICENSED PRODUCT TO INTENT SOLUTIONS AND YOU ARE NOT AUTHORIZED TO DOWNLOAD, USE, LOAD, STORE, OR OTHERWISE POSSESS ANY COPY OF THE LICENSED PRODUCTS. This Agreement is effective as of the day you first download, install, copy or use the Licensed Product (“Effective Date”).

In consideration of the promises and the mutual obligations of the parties set forth herein, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. Description of the Services. Intent Solutions offers a web based and mobile technology platform, software applications, devices, and products (collectively or individually known as the “Licensed Product”), and provides related services, to clinical researchers, healthcare providers, and patients to improve medication adherence and health outcomes, and prevent misuse, abuse, and diversion of prescription medications (“Services”). The information made available through the Licensed Products and Services do not replace professional medical advice, diagnosis or treatment and should not be used for any such purpose.
  2. Access to the Licensed Product.
    1. Grant of Rights. Subject to the terms and conditions of this Agreement, Intent Solutions hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable right and license during the Term for the Licensee and its Authorized Users to download, install, access and use the Licensed Product only for Licensee’s own internal business use for the purposes of the Service and only in accordance with the documentation for the Licensed Product. Licensee is responsible for ensuring that Licensee has appropriate hardware, software, and connectivity to enable the Licensed Product to function as provided in Section 3 below. Licensee is solely responsible for ensuring that Licensee's (and its Authorized Users’, if applicable) use of the Licensed Product is in keeping with the rights granted by Intent Solutions. For the avoidance of doubt, if Licensee has a written customer agreement with Intent Solutions (“Customer Agreement”), the Customer Agreement may contain additional restrictions on the license rights granted in this Section, such as a limit on the number of Authorized User accounts.
    2. General Limitations on Rights Granted. The license rights granted in this Agreement are conditioned and limited by the following: (i) the Licensed Products are for use only by Licensee and its Authorized Users; (ii) the Licensed Products shall be used only in accordance with the Documentation; (iii) Licensee shall not encumber, transfer, rent, donate, assign, lease, or otherwise use the Licensed Products in any time-sharing or service bureau arrangement; (iv) except as expressly provided in this Agreement, Licensee shall not, copy, reproduce, market, sell, distribute, sublicense, manufacture, adapt, create derivative works of, translate, localize, port, combine with other products or software, or otherwise modify or commercially exploit the Licensed Products; (v) Licensee shall not, and shall not permit any other third party to, decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Licensed Products, including use of any similar means to discover the source code of the Licensed Products, to discover the Confidential Information therein, or to otherwise circumvent any technological measures that control access to the Licensed Products; (vi) Licensee shall not alter or remove any printed or on-screen copyright, trademark, patent, proprietary, or other legal notice contained on or in any Licensed Products and shall cause all such notices to be reproduced on all copies thereof; (vii) Licensee shall not use the Licensed Product for purposes of competitive analysis of the Licensed Product, the development of a competing software product or service, or any other purpose that is to Intent Solutions’ commercial disadvantage; (viii) Licensee shall not use the Licensed Product in violation of any law, regulation or rule; and (ix) Licensee obtains the proper consents and authorizations necessary to authorize any and all Authorized Users to disclose and permit Licensor to access, use, create, disclose and transmit any and all individually identifiable information for the purposes of delivering the services and communicating with the Authorized User’s treating healthcare providers, including the applicable pharmacy.
    3. Reservation of Rights. All rights including, without limitation, Intellectual Property Rights, not expressly granted in this Agreement are reserved to Intent Solutions and its licensors. No rights are granted by implication. In this respect, Licensee acknowledges that it is receiving a license to Licensed Products or parts thereof and Licensed Products are not being sold to it, and any Licenses granted herein do not provide it with title to or ownership of the Licensed Product or any other Intent Solutions products, software or services, or any other right to access or use the same, but only a right of limited use under the terms and conditions of this Agreement. Intent Solutions may use, sell, assign, transfer and license copies of, and rights relating to, any Licensed Product to any and all third parties free from any claim whatsoever on the part of Licensee. The rights granted and Licensee’s obligations in this Agreement are not contingent on the development or delivery of any future functionality or features.
    4. Suspension of Access. Intent Solutions reserves the right to suspend or terminate access by any Licensee accessing the Licensed Product if such use represents a breach of the terms and conditions of this Agreement, without prejudice to any other remedies available to Intent Solutions.
    5. Authorized Users. “Authorized Users” means Licensee’s employees, staff, or patients who Licensee permits to have access to, and/or use of, a Licensed Product under this Agreement. Licensee shall cause all Authorized Users to be bound by the terms and conditions of this Agreement that are applicable to Licensee, and any default by any Authorized User of the terms and conditions of this Agreement shall be a default of Licensee. Licensee shall obtain and retain the applicable signed authorizations and consents from any patients using or accessing the Licensed Product. Licensee shall provide copies of all signed authorizations and consents to Licensor upon request. EACH AUTHORIZED USER SHALL ACKNOWLEDGE THAT THE DISCLOSURE AND TRANSMISSION OF PERSONALLY IDENTIFIABLE INFORMATION, INCLUDING PROTECTED HEALTH INFORMATION, AS SUCH TERM IS DEFINED BY THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, AS AMENDED (“HIPAA”) IS NOT SECURE AND MAY BE SUBJECT TO UNAUTHORIZED INDIVIDUALS ACCESSING SUCH INFORMATION. THE PROTECTED HEALTH INFORMATION MAY BE INTERCEPTED, ACCESSED OR USED BY AN UNAUTHORIZED INDIVIDUAL BECAUSE THE UPLOADING, TRANSMISSION AND STORAGE OF THE PROTECTED HEALTH INFORMATION IS NOT ENCRYPTED AT ALL TIMES. BY USING THE LICENSED PRODUCT AND DISCLOSING PERSONAL IDENTIFIABLE INFORMATION AND PROTECTED HEALTH INFORMATION, THE AUTHORIZED USER IS ASSUMING THE RISKS ASSOCIATED WITH THE USE OF THE LICENSED PRODUCT AND ACCEPTS THE POTENTIAL OF UNAUTHORIZED ACCESS TO THE INFORMATION. LICENSEE SHALL NOTIFY THE AUTHORIZED USER IN WRITING OF THE RISKS ASSOCIATED WITH USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION BY USING THE LICENSED PRODUCT.
  3. Requirements for Use.
    1. Login Information. Use of the Licensed Product will require that the Licensee utilize unique identifiers (“Login Information”). Licensee shall be solely responsible for maintaining the security of all Login Information and shall be responsible for any unauthorized use of the Login Information except where such use was obtained through the negligence or willful misconduct of Intent Solutions.
    2. Technical Requirements. In order to use the Licensed Product, you must have compatible computing and mobile devices, Bluetooth capabilities, access to the Internet and mobile messaging and data services, and certain necessary software. Fees and charges may apply to your use the Internet or mobile services, and you may be required to purchase hardware or software to enable your devices to access the Licensed Product. You agree that you are responsible for meeting these requirements and for your use of the Internet, any associated fees, charges or expenses.
    3. Secondary Reminder Tool. The Licensed Product is intended as a helpful backup reminder system that can be personalized for taking your medications. You should not and must not rely on the Licensed Product as your primary tool for determining whether and when to take medication. As further described in Section 9 below, the Licensed Product might not function as intended. Specifically, the Licensed Product will not function properly if your device is broken or powered off if the Licensed Product software is not enabled or if any hardware or software on your device prevents the Licensed Product from operating as intended. The maintenance of your mobile and computing devices is your responsibility. You acknowledge that the Licensed Product, and the utility of any of its alerts or notifications, depends on information that you input into the Licensed Product. You are solely responsible for ensuring that the correct medication is taken at the proper times and in the proper dosages. Persons using the Licensed Product assume full responsibility for the use of the Licensed Product and agree that we are not responsible or liable for any claim, loss, or damage arising from the use of the Licensed Product.
  4. Fees. Applicable fees and payment terms for use of the Licensed Product shall be as provided in the Customer Agreement.
  5. Support. Intent Solutions will attempt to provide the Licensed Product at all times, except for limited periods for maintenance and repair. However, the Licensed Product may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Licensed Product or communications services or networks. We may impose limits, suspend the Licensed Product, or block certain kinds of usage in our sole discretion to protect other users or the Licensed Product. We have no obligation to provide technical support or maintenance for the Licensed Product. At any time and for any reason, without notice or liability, we may modify or discontinue the Licensed Product or any part of it or impose limits on your use of or access to the Licensed Product.
  6. Updates. Intent Solutions may from time to time in its sole discretion develop and provide Licensed Product updates, which may include upgrades, bug fixes, patches, 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 Intent Solutions has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when your device is connected to the internet either: (a) all available Updates will automatically download and install; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Licensed Product 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 Licensed Product and be subject to all terms and conditions of this Agreement.
  7. Licensee Data
    1. Licensee Data. In order to use certain features of the Licensed Products, Licensee may need to provide certain data, information or content to Intent Solutions through its use of the Licensed Products (“Licensee Data”). As between Intent Solutions and Licensee, subject to the license in Section 7(b) below, all right, title and interest in and to such Licensee Data, and any Intellectual Property Rights thereto, is the exclusive and proprietary property of Licensee.
    2. Grant to Licensee Data. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Intent Solutions a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to access, modify, and use the Licensee Data (i) for purposes of performing our obligations or exercising our rights under this Agreement, or (ii) on an aggregated, de-identified basis. For any and all information provided to Intent Solutions, via the Licensed Product or otherwise, Licensee represents and warrants that it is either the owner of such information or that Licensee has obtained all rights and licenses necessary to provide that information to Intent Solutions for the purpose of allowing Intent Solutions to perform its obligations under this Agreement. Intent Solutions is not liable for the loss, corruption, alteration or removal of any such Licensee information transmitted using the Licensed Product. By using the Licensed Product, you expressly waive the right to seek damages and agree to hold Intent Solutions harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Licensed Product.
    3. Authorization to Release. Licensee or the Authorized User by uploading or entering his or her personally identifiable information, including protected health information into the Licensed Product is hereby authorizing the release of such protected health information to the individuals or entities that are associated with the Licensee or Authorized User’s treatment, medication monitoring, dispensing or research program. Licensee or Authorized User acknowledge that the protected health information security and privacy protections are protected by state and federal laws and by disclosing such information into the Licensed Product, Licensee or Authorized User hereby waive any security or privacy rights to the disclosed protected health information. Licensee and Authorized User acknowledge that the protected health information may be redisclosed. Licensee and Authorized User may revoke the authorization to release or disclose the protected health information by notifying Intent Solutions as john@intentsolutions.com. However, Licensee and Authorized User acknowledge the revocation will not apply to information that has already been released in response or for the purposes of providing the services that I have requested through the application. Licensee and Authorized Users do not have to release this information in order to obtain healthcare services from other treating providers or for enrollment in any health plan or eligibility of benefits, but use of the Licensed Product may be revoked or suspended if the authorization to use or disclose information is revoked.
  8. Proprietary Rights
    1. Intent Solutions. Intent Solutions and its suppliers retain sole and exclusive ownership of their respective Confidential Information, Licensed Products, and all Intellectual Property Rights in, to, or embodied in or associated with the Licensed Products. Licensee shall not take any action inconsistent with such title and ownership. “Intellectual Property Rights” means all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets), and moral rights (including rights of authorship and modification) existing now or thereafter created, anywhere throughout the world.
    2. Licensee. Licensee retains sole and exclusive ownership of Licensee’s Confidential Information. Intent Solutions shall not take any action inconsistent with such title and ownership.
    3. Feedback. To the extent that Licensee has the right, Licensee hereby assigns to Intent Solutions all right, title and interest in and to any suggestions, enhancement requests, communications, recommendations or other advice or feedback (“Feedback”) that it or its Authorized Users provide to Intent Solutions relating to the Licensed Products, and otherwise agrees that it will not itself sue Intent Solutions for Intent Solutions’ use or further development of the foregoing in its business or take any action to itself obtain any Intellectual Property Rights pertaining to the same.
    4. Confidentiality.
      1. Definition. “Confidential Information” means any information that is of value to its owner, or is required to be kept confidential by contract or otherwise, and is treated as confidential, that is disclosed by or on behalf of the discloser or otherwise directly or indirectly obtained from the discloser. Confidential Information includes, but is not limited to, the following: trade secrets, proprietary information, technical processes and formulas, the Licensed Products in source code, object code, and any other form, documentation, benchmark and performance test results, product designs, any sales, cost, and other unpublished financial information, product and business plans, projections and marketing data, and the terms and conditions (but not the existence) of this Agreement. Confidential Information does not include information (i) generally known to the public through no act or omission of recipient; (ii) independently developed by the recipient without use of or reference to the discloser’s Confidential Information; and (iii) obtained by recipient from any third party not owing any confidentiality obligation to the discloser.
      2. Obligation. By virtue of this Agreement, the parties may be exposed to or provided with certain Confidential Information of the other party. Each party will protect the other’s Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own Confidential Information, but in no event less than a reasonable amount of care. Except as required by law, neither party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement and as may be required to report to its regulators and legal and financial advisors. Except as otherwise expressly set forth in this Agreement, neither party will disclose to third parties the other’s Confidential Information without prior written consent of the other party. Licensee shall cause Authorized Users and each party shall cause their respective Personnel to be bound in writing by obligations of confidentiality at least as restrictive as set forth in this Agreement. If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection with any legal or regulatory proceeding, the receiving party shall, if lawfully permitted to do so, endeavor to notify the disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of this Agreement. If these protective measures or other remedies are not obtained, or the disclosing party waives compliance with the terms of this Agreement, the receiving party may disclose only that portion of that Confidential Information that it is legally required to disclose and shall exercise reasonable efforts to obtain assurance that confidential treatment shall be accorded to that Confidential Information. The responsibilities under this Section 8(d)(ii) shall continue during the term of this Agreement and for five years thereafter for Confidential Information that is not a trade secret under law and for trade secrets shall continue for so long as such Confidential Information remains a trade secret.
    5. Equitable Relief. Licensee agrees that any threatened or actual breach of Sections 2 and 8 of this Agreement by Licensee shall constitute immediate, irreparable harm to Intent Solutions for which monetary damages is an inadequate remedy and for which equitable remedies may be awarded by a court of competent jurisdiction without requiring Intent Solutions to post any bond or any other security (or if a court shall require a bond, then a bond in no amount above U.S. $1,000). Nothing contained herein shall limit either party's right to any remedies at law, including the recovery of damages for breach of this Agreement.
  9. Disclaimers.
    1. Medical Advice. The information made available through the Licensed Product does not replace professional medical advice, diagnosis or treatment and should not be used for any such purpose. The information provided is not a substitute for medical or professional care, and you should not use the information in place of a visit, call consultation or the advice of your physician or other healthcare provider. Intent Solutions is not liable or responsible for any advice, course of treatment, diagnosis or any other information, services or product you obtain through the use of the Licensed Product. The Licensed Product does not constitute the practice of any medical, nursing or other professional health care advice, diagnosis or treatment. We do not prescribe or refill prescriptions. The provision of information about or the enablement of the reminder system with respect to any drug or product is not a recommendation or endorsement by us for such drug or product. While we may provide you with certain functionalities that may alert you regarding certain drug-drug interactions, there may be other interactions which are harmful and to which we do not alert you. Please consult with your healthcare provider with respect to any drug-drug interactions. The absence of a warning for a given drug or drug combination does not and should not be construed to indicate that a drug or drug combination is safe, appropriate or effective for you or anyone else. Furthermore, the Licensed Product is not intended to provide any dosing information, and we are not responsible for any errors in dosages taken. Reliance on any Content or other information provided by us, our employees, our users or third parties through your use of the Licensed Product is solely at your own risk and we accept no liability therefor. Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding personal health, medical conditions or drugs or medications and before commencing or discontinuing any course of treatment, drug or medication. Never disregard, avoid or delay in obtaining medical advice from your doctor or other qualified healthcare provider because of any information you have received or obtained through the use of the Licensed Product. If you have or suspect that you have a medical problem or condition, please contact a qualified health care professional immediately. If you are experiencing a medical emergency, please immediately call for emergency medical help. WE DO NOT WARRANT THAT ANY DESCRIPTION PROVIDED THROUGH THE LICENSED PRODUCT REGARDING MEDICATIONS OR OTHERWISE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, SAFE, OR ERROR-FREE. HEALTH INFORMATION MUST BE INTEGRATED BY HEALTHCARE PROVIDERS INTO THE GENERAL CLINICAL RECORD FOR INDIVIDUALS UNDER THEIR SUPERVISION AND CORRELATED WITH OTHER CLINICAL DATA AS REQUIRED BY PROFESSIONAL STANDARDS IN CUSTOMER'S DISCIPLINE. USE OF DATA ACCESSED BY MEANS OF THE LICENSED PRODUCT, AS WELL AS TREATMENT DECISIONS BASED ON SUCH INFORMATION ARE THE SOLE RESPONSIBILITY OF THE HEALTHCARE PROVIDER AND INTENT SOLUTIONS ASSUMES NO LIABILITY IN RESPECT THEREOF. THE LICENSED PRODUCT AND THE INFORMATION CONTAINED WITHIN THE LICENSED PRODUCT ARE NOT A CERTIFIED ELECTRONIC HEALTH RECORD AND ANY AND ALL CLINICAL DECISIONS SHOULD BE MADE BY A LICENSED HEALTHCARE PROVIDER USING THE ORIGINAL SOURCE DATA. LICENSED PRODUCT AND THE LICENSED PRODUCT DATA SHOULD NOT BE USED AS THE ORIGINAL SOURCE TO RENDER MEDICAL DECISION MAKING AND ALL DATA SHOULD BE VALIDATED BY THE LICENSED HEALTHCARE PROVIDER.
    2. AS-IS. YOUR USE OF THE LICENSED PRODUCTS IS AT YOUR SOLE RISK. LICENSEE AGREES AND ACKNOWLEDGES THAT CERTAIN FEATURES OR FUNCTIONALITY OF THE LICENSED PRODUCT MAY INVOLVE THE PERFORMANCE OF CERTAIN THIRD PARTIES WHICH IS BEYOND THE CONTROL OF INTENT SOLUTIONS. INTENT SOLUTIONS EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR SUCH THIRD-PARTY PERFORMANCE. THE LICENSED PRODUCT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INTENT SOLUTIONS PROVIDES NO, AND TO THE MAXIMUM AMOUNT ALLOWABLE BY LAW EXPRESSLY DISCLAIMS ALL, WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED PRODUCT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER STATUTORY OR ARISING FROM USAGE, CONDUCT, OR COURSE OF TRADE. INTENT SOLUTIONS DOES NOT REPRESENT THAT THE OPERATION OF THE LICENSED PRODUCTS AND DOCUMENTATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL ERRORS WILL BE CORRECTED, THAT THE LICENSED PRODUCTS WILL OPERATE WITH LICENSEE’S OTHER SOFTWARE OR COMPUTING SYSTEMS, OR THAT THE USE OF THE LICENSED PRODUCTS WILL MEET LICENSEE’S REQUIREMENTS. INTENT SOLUTIONS AND/OR ITS THIRD-PARTY SUPPLIERS DISCLAIM ANY REPRESENTATION OR WARRANTY CONCERNING ANY PRESENT OR FUTURE USE, INTEGRATION OR COMPATIBILITY WITH ANY AND ALL OTHER PRODUCTS OR SERVICES THAT ARE SUPPLIED BY INTENT SOLUTIONS AND/OR ITS THIRD-PARTY SUPPLIERS, OR THE LICENSED PRODUCTS ABILITY OR INABILITY TO PROCURE, COMPILE, COLLECT, INTERPRET, REPORT, COMMUNICATE OR DELIVER ANY LICENSEE DATA, OR LICENSEE’S RELIANCE UPON OUTCOMES FROM THE OUTPUT OF THE LICENSED PRODUCT OR THE ABILITY OR INABILITY ON THE PART OF THE LICENSEE TO ACHIEVE AN OUTCOME THAT IT DECIDED TO PURSUE IN RELIANCE UPON THE LICENSED PRODUCT. ALTHOUGH WE TAKE REASONABLE MEASURES TO KEEP THE APPLICATION FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT CONTAIN DESTRUCTIVE PROPERTIES, WE DO NOT WARRANT OR GUARANTEE THAT FILES AVAILABLE FOR DOWNLOADING THROUGH THE LICENSED PRODUCTS WILL BE FREE OF SUCH CONTAMINATIONS.
    3. Third-Party Content. Intent Solutions does not control, and is not responsible for, any data, content, services, or products that you access, download, receive or buy while using the Licensed Product. Intent Solutions may, but does not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Licensed Product, Intent Solutions’ network, the public or Intent Solutions’ users. Intent Solutions is not a publisher of third-party content accessed through the Licensed Product and is not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Licensed Product.
    4. Critical Control Applications. LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSED PRODUCT IS NOT FAULT TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE OR LICENSING AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS OR “LIFE AND DEATH” ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE LICENSED PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, I.E. “CRITICAL CONTROL APPLICATIONS”. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL INDEMNIFY AND HOLD INTENT SOLUTIONS HARMLESS FOR ANY USE OR INCORPORATION OF THE LICENSED PRODUCT WITH, OR INTO, LICENSEE’S PRODUCTS PERFORMING ANY CRITICAL CONTROL APPLICATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
  10. Term and Termination. The term of Agreement commences on the Effective Date and will continue in effect until terminated by you or Intent Solutions as set forth in this Section 10. You may terminate this Agreement by deleting the Licensed Product and all copies thereof from your device, and returning to Intent Solutions any copies of the Licensed Product. We may for any reason, in our sole discretion and without notifying you, terminate your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) your violation of any terms of this Agreement, (iii) if we cease to support the Licensed Product, which we may do in its sole discretion, (iv) your fraudulent, harassing or abusive behavior, or (v) your behavior that is harmful to other users, third parties, and the community ethos of our Application or our business interests. In the event that we terminate your account, you may not register for the Application again without our express permission. If you believe that any action has been taken against your account in error, please contact us at support@intentsolutions.com. Upon termination: (i) all rights granted to you under this Agreement will also immediately terminate; and (ii) you must immediately cease all use of the Licensed Product, delete all copies of the Licensed Product from your device and account, and return all copies of the Licensed Product to us. Termination will not limit any of Intent Solutions’ rights or remedies at law or in equity. The following sections of this Agreement shall survive: 2(c), 2(d), 4, 8, 9, 10, 11, 12, 13, 14, 18, 19, and 21.
  11. Indemnification.
    1. By Licensee. Licensee shall indemnify and hold harmless Intent Solutions from any loss, damage, liability, cost or expense suffered or incurred in connection with any claim, suit or proceeding brought by a third party (including Licensees) against Intent Solutions to the extent that it arises out of (a) the breach of this Agreement by Licensee, Authorized Users or anyone using Licensee’s computer, mobile device, password or login information; (b) any claim, loss or damage experienced from Licensee’s use or attempted use of (or inability to use) the Licensed Product; (c) Licensee’s violation of any law or regulation; or (d) Intent Solution’s use of Licensee Data as permitted under this Agreement. This indemnity shall survive the termination of this Agreement.
    2. By Intent Solutions. Intent Solutions shall indemnify and hold harmless Licensee from any loss, damage, liability, cost or expense suffered or incurred in connection with any claim, suit or proceeding brought by a third party against Licensee to the extent that it arises out of the use or possession by Licensee of the Licensed Product where such use is alleged to infringe the trade secret, copyright, trademark, patent, or other intellectual property right of a third party. This indemnity shall survive the termination of this Agreement. In the event a court of competent jurisdiction issues a final non-appealable order enjoining use of any Licensed Products based upon such claim, Intent Solutions shall, at no expense to Licensee, either: (a) procure for Licensee the right to continue to use the effected Licensed Products, or (b) provide Licensee with a non-infringing version of the effected Licensed Products with substantially similar functionality, or, if neither (a) nor (b) are financially practical, (c) withdraw the effected Licensed Products from the market. Notwithstanding the obligations set forth in this Section 11(b), Intent Solutions shall have no obligation to defend, indemnify or assume any expenses, or pay any settlement or damages to the extent the alleged infringement is based on: (a) use of the Licensed Products for a purpose or in a manner for which the Licensed Products were not designed or approved by Intent Solutions or Licensee’s failure to use any Licensed Products in accordance with the documentation; (b) any modification to the Licensed Products not made with Intent Solution’s written approval; or (c) any grossly negligent or willful act or omission by or attributable to Licensee.
    3. Indemnification Procedure. As a condition of indemnity, the party seeking indemnification (“Indemnified Party”) shall: (a) promptly notify the party providing indemnification (“Indemnifying Party”), in writing, of any claim, cause of action or dispute of which the Indemnified Party has notice and for which the Indemnified Party seeks indemnification pursuant to Section 11 hereof (provided that despite an absence of such notice, the Indemnified Party's right to indemnification hereunder shall only be affected to the extent that such failure of notice has materially, adversely affected the Indemnifying Party's ability to defend against such indemnifiable claims); (b) not knowingly make any admissions and statements without the Indemnifying Party's prior written consent; and (c) allow the Indemnifying Party to conduct all negotiations and control any litigation or dispute (provided that (i) the Indemnified Party must approve any settlement of any claim, cause of action, or dispute that requires any obligation of the Indemnified Party or the Indemnifying Party other than a payment obligation of the Indemnifying Party, and (ii) to the extent that the Indemnifying Party fails to diligently pursue the defense of any such claim, cause of action or dispute, the Indemnified Party shall have the right to assume the defense thereof at the expense of the Indemnifying Party through counsel of the Indemnified Party's choosing). The Indemnifying Party agrees that the Indemnified Party shall have the right to participate in the defense of any such claim through counsel of its own choosing at the Indemnified Party's own cost.
  12. LIMITATIONS OF LIABILITY. NEITHER INTENT SOLUTIONS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, RESELLERS OR REPRESENTATIVES (COLLECTIVELY “INTENT SOLUTIONS PARTIES”) SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TIME, SAVINGS, DATA, OR GOODWILL, DAMAGES ARISING FROM USE OF OR INABILITY TO USE THE LICENSED PRODUCT OR ANY RELATED PRODUCTS OR LICENSED PRODUCT, OR COST OF REPLACEMENT GOODS OR LICENSED PRODUCT, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THE LICENSED PRODUCT OR ANY RELATED FUNCTIONALITY, THE LICENSED PRODUCT PROVIDES OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EVEN IF THEY HAVE BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE MAXIMUM AGGREGATE LIABILITY OF THE INTENT SOLUTIONS PARTIES IN ALL EVENTS SHALL NOT EXCEED THE FEES LICENSEE PAID TO INTENT SOLUTIONS IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THAT THE CLAIM AROSE.
  13. Dispute Resolution and Arbitration. The parties agree that, except as otherwise provided below, they shall first attempt to resolve any dispute, claim or controversy relating in any way to this Agreement (a “Dispute”) between an officer of each party who has authority to resolve the Dispute. If any Dispute cannot be settled in this manner within sixty (60) days of written notice being served by a party on the other party, the parties agree that the Dispute may be settled by arbitration in accordance with the JAMS Arbitration Association (“Rules”) in Atlanta, Georgia, with judgment upon the award rendered by the arbitrator to be entered in any court of competent jurisdiction. Any arbitrator selected pursuant to the Rules will conduct arbitration and the arbitrators will have a background or training in smart medical devices and medical software applications, contract law and intellectual property. The arbitrators may award attorneys’ fees and costs to the prevailing party. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim, conservatory or equitable relief, as necessary, without breach of this arbitration Agreement and without any abridgment of the powers of the arbitrator(s).
  14. Changes to the Terms. We may add to, change or remove any part of this Agreement at any time without prior notice to you. If we make any material changes to this Agreement, we will endeavor to provide you with additional notice of any changes, such as at your e-mail address of record or when you log in to your account. Your use or continued use of the Licensed Product following the posting or notice of any changes to this Agreement or any other posted policies shall constitute your acceptance of the changed Agreement or policies.
  15. Export Restrictions. Licensee shall not, directly or indirectly, without prior written consent, if required, of the office of Export Administration of the US Department of Commerce, Washington D.C. 20230, export or transmit any of the Licensed Products or the source code of the Licensed Products to, or use the Licensed Products in, any country, person or entity to which such transmission or use is restricted by applicable regulations or statutes, including all laws and regulations regarding re-export and deemed export.
  16. License to the Government. If any Licensed Product is acquired by or on behalf of a unit or agency of the United States Government, the Government agrees that such Licensed Product is “commercial computer software” or “commercial computer software documentation” and that, absent a written agreement with Intent Solutions to the contrary, the Government's rights with respect to such Licensed Products are, in the case of civilian agency use, Restricted Rights, as defined in FAR §52.227.19, and if for Department of Defense use, limited by the terms of this Agreement, pursuant to DFARS §227.7202.
  17. Force Majeure. If either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, including, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment (“Force Majeure Event”), the affected party's performance shall be extended for the period of delay or inability to perform due to such occurrence, and provided further that the other party may terminate this Agreement if such condition continues for a period of 180 days. This provision shall not apply to payment obligations.
  18. Electronic Notices and Disclosures. You acknowledge and agree that Intent Solutions may provide notices and other disclosures to you, required by this Agreement, any other agreement or law, electronically by posting such notices or other disclosures on or through the Licensed Product or by emailing it to you at any email address provided to Intent Solutions by you. Such notices or other disclosures shall be considered received by you following the posting on or through the Licensed Product or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.
  19. Compliance. During the term of this Agreement and for a period of one year following its expiration or termination, Licensee shall maintain and make available to Intent Solutions, upon ten days advance written notice, records sufficient to permit Intent Solutions or an independent auditor retained by Intent Solutions to verify Licensee’s compliance with the terms of this Agreement; provided, that such audit shall be performed during regular business hours and subject to Licensee’s reasonable confidentiality requirements. If such verification process reveals any noncompliance by Licensee, Licensee shall pay the applicable Fees and shall reimburse Intent Solutions for the reasonable costs and expenses of such verification process (including, but not limited to the fees of an independent auditor) incurred by Intent Solutions, and Licensee shall promptly cure any such noncompliance; provided, however, that the obligations under this Section are not a waiver of Intent Solutions’ termination rights or other rights under this Agreement, at law, in equity, or otherwise.
  20. Other Terms. Intent Solutions will store all information collected from Licensee under this Agreement in accordance with its Privacy Policy. By downloading, installing, using, and providing information to or through the Licensed Product, Licensee consent to all actions taken by us with respect to its information in compliance with our Privacy Policy. Further, Licensee’s access to and use of certain Licensed Products are governed by our Terms of Service. Any violation of such Terms of Service will also be deemed a violation of this Agreement. In the event of any conflict between the terms and conditions of the Terms of Services and this Agreement, the terms and conditions of this Agreement shall control.
  21. Generally. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. Licensee may not assign this Agreement or any rights and obligations hereunder in whole or in part. Any attempted assignment in contravention hereof shall be void and of no effect. Intent Solutions may assign this Agreement at will. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute consent to any prior or subsequent breach. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, in the United States, without regard to its rules regarding conflict of laws or the application of UCITA or any international conventions on the transfer of technology or goods. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party hereby consents to the exclusive jurisdiction of the state and federal courts located in and around Atlanta, Georgia. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose. There are no express or implied third party beneficiaries of this Agreement. The parties and each individual executing this Agreement on behalf of a party represent and warrant that such individual is duly authorized to execute and deliver this Agreement on behalf of his or her party.

Terms of Use

Introduction

PLEASE READ THE FOLLOWING CAREFULLY. This is a legally binding agreement between you as a user of the Intent Solutions website, applications, products, devices, or services, whether you are a patient, a healthcare provider, or are just browsing the same (collectively, the “Services”) (“user” or “you”) and Intent Solutions, Inc., a Delaware corporation (“Intent Solutions”, “us”, “our” or “we”).

BY ACCESSING OR USING THE SERVICES, YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE OUR SERVICES.

NOTE THAT DISPUTES ABOUT THIS AGREEMENT OR RELATING TO THE SERVICES GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. See Section 20 for more details.

  1. Description of Service
    Intent Solutions is a technology-enabled services company focused on monitoring and managing medication adherence in clinical research and applied healthcare sectors. We provide advanced tools, apps, and devices to clinical researchers and healthcare providers designed to improve efficiency and effectiveness while reducing costs. Our Services aim to reduce the cost of healthcare, improve healthcare outcomes and prevent misuse, abuse, and diversion of prescription medications. The specific features and functionality of our Services are dynamic and may change from time to time. We reserve complete and sole discretion with respect to the operation of our Services. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of our Services at any time.
  2. Other Terms Applicable to Your Use of the Services
    Additional terms may be applicable to your use of our Services, including the following:
    • Privacy Policy. All personal information you submit to us and/or we collect from your use of the Services is held and used in accordance with our Privacy Policy. Please see our Privacy Policy for a detailed description of how we collect, use, and disclose information about our users.
    • EULA. If you are a healthcare provider, clinician, pharmacist, or a patient using our Services, your use of our Services is also subject to the terms and conditions of the End User License Agreement you agreed to when you downloaded our application and/or accessed or used our products or devices.
    This Terms of Service Agreement, together with our Privacy Policy, the EULA, if applicable, and all applicable Intent Solutions rules and policies constitute the “Agreement” between you and Intent Solutions regarding your use of our Services. If applicable, in the event of a conflict between the EULA and these Terms of Service, the EULA shall control.
  3. Scope and Acceptance
    Anyone who accesses or uses our Services is a “user.” The Agreement sets forth your rights and obligations as a user with respect to your access to and use of our Services and use of any and all information or data of any kind arising from access to, or use of, our Services, including, without limitation, any text, graphics, sound recordings, audio, video, and art work. We reserve the right, at our sole discretion, to change this Agreement (including the Privacy Policy) from time to time, without prior notice (as further described in Section 18 below). You should review the Agreement each time you access our Services. Your access to our Services is deemed to be your acceptance of the Agreement, and any changes thereto, in place at the time you access the Services.
  4. Access
    If you are accessing or using our Services on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement. The Services is not intended or authorized for use by persons under the age of eighteen (18). By using the Services, you represent and warrant that you are eighteen (18) years of age or older and that you agree to and agree to abide by all of the terms and conditions of the Agreement. If we believe that you are under the age of eighteen (18) or that you are not old enough to consent to and be legally bound by the Agreement, we may, at any time, in our sole discretion, and with or without notice: (i) terminate your access to or use of the Services (or any portion, aspect, or feature of it), or (ii) delete any content or information that you have posted through the Services. We reserve the right to deny access to our Services at our discretion and for any reason, including any breach of the Agreement.
  5. Account Information and Security
    In order to use the Services, we may ask you to create an account and select a password and/or provide us with certain personal information. This information will be held and used in accordance with our Privacy Policy. You agree that you will provide us with accurate, complete, and updated information on your account. You are responsible for maintaining the security of your account. We recommend that you do not share your account details or your password with others. You are solely responsible for any activity in your account, whether or not authorized by you, including purchases made using any payment instrument. Please notify us immediately of any actual or suspected loss, theft, fraud, or unauthorized use of your account or account password.
  6. Inaccuracies on the Services
    A possibility exists that the Services could include inaccuracies or errors and that additions, deletions, and alterations could be made to the Services by unauthorized third-parties. Although we attempt to ensure the integrity of the Services, it makes no guarantees as to the completeness, correctness, or accuracy of the Services or any of the content on the Services. If you believe any portion of our Services includes an error or inaccuracy, please notify us.
  7. Proprietary Rights in Content in our Services
    As between you and Intent Solutions, Intent Solutions owns and retains all proprietary rights in the Services. The Services contain proprietary content and information of Intent Solutions and its licensors (such materials and content includes, but is not limited to, the design, layout, artwork and other elements of the Services and any text, audio, video, logo, information, data, software, documentation, services or any other materials contained on the Services) (“Intent Solutions Content”) and is protected by copyright and other intellectual property laws. You may view, download, print, and copy the Intent Solutions Content on the Services for your own personal, informational use, provided that (i) you do not modify the Intent Solutions Content and (ii) you retain all copyright and propriety notices originally contained in the Intent Solutions Content on any copies. Nothing herein shall be construed as granting any license or right to use the Services or any materials contained on the Services, including any Intent Solutions Content, except as expressly provided herein. You acknowledge that we will aggressively enforce our intellectual property rights with respect to the Intent Solutions Content to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.
  8. User Feedback
    Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to us with respect to the Services shall remain the sole and exclusive property of Intent Solutions. We shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without credit or compensation to you.
  9. Permitted Use
    In connection with the use of our Services, you may not:
    • alter or modify our Services, or make any electronic reproduction, adaptation, distribution, performance, or display of our Services, or any portion thereof, except to the extent required for the limited purpose of reviewing material on our Services;
    • sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to our Services, or related materials;
    • remove or modify any proprietary notice or labels on our Services, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application;
    • use our Services for any non-authorized commercial purpose or any illegal purpose;
    • copy, modify, erase, or damage any information contained on computer servers used or controlled by Intent Solutions or any third party;
    • use our Services to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
    • access or use any password-protected, secure, or non-public areas of our Services, or access data on our Services not intended for you, except as specifically authorized in writing by us;
    • impersonate or misrepresent your affiliation with any person or entity;
    • use any automated means to access or use our Services, including scripts, bots, scrapers, data miners, or similar software, or display our Services, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written permission;
    • attempt to or actually disrupt, impair, interfere with, alter, or modify our Services, or any information, data, or materials posted and/or displayed by Intent Solutions;
    • attempt to probe, scan, or test the vulnerability of our Services or breach any implemented security or authentication measures, regardless of your motives or intent; or
    • attempt to interfere with or disrupt access to or use of our Services by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
    • post any content to the Services that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to our mission.
  10. User Content
    We may, at our sole discretion, permit users to post, upload, publish, submit, or transmit photos, diagrams, text, testimonials, reviews, videos, sounds, images, or information (collectively, “User Content”). By making available any User Content on or through the Site, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, or by means of the Services. We do not claim any ownerships rights in any such User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Services or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in such User Content, as contemplated under this Agreement; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or our use of the User Content (or any portion thereof) on, through, or by means of the Services will infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) all User Content complies with the Permitted Uses enumerated above in Section 9 of this User Agreement. In addition, you agree that we may review or monitor this User Content and may remove or alter any materials that you submit in its sole discretion at any time for any reason.
  11. Third Party Properties Referred to on the Services
    Our Services may refer to physical venues, geographical sites, websites on the Internet, and/or products or services that are not under the control of or maintained by us (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by us of any such Third Party Properties. You acknowledge that we are providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that we are not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. We do not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to on our Services, you do so at your own risk. Our Services may contain materials submitted by third parties. Any such materials are provided solely as a convenience to you. Unless expressly stated to the contrary, we have not tested or evaluated these materials and does not endorse or make any representations about these materials or your use thereof. If you use any of the third party materials, you do so at your own risk. In no event shall we be liable for any loss, claim, damages, or costs that may arise in connection with your use of these materials.
  12. Availability of the Services
    It is not possible to operate our Services with 100% guaranteed uptime. We will make reasonable efforts to keep our Services operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of our Services. In addition, we reserve the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of our Services, with or without notice. You agree that we shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to our Services.
  13. Disclaimer
    YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) OUR SERVICES; AND (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH OUR SERVICES, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH OUR SERVICES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
  14. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL INTENT SOLUTIONS OR ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES BE LIABLE TO YOU OR ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE SERVICES; OR (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICES, OR ANY PORTION THEREOF, EVEN IF WE OR ANY OF OUR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IF, DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED U.S. DOLLARS ($100).
  15. Indemnity
    YOU UNDERSTAND AND AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR IN CONNECTION WITH THE SERVICE AND USE OF THE SERVICES. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS INTENT SOLUTIONS, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO YOUR USER CONTENT, ANY VIOLATION OF THIS AGREEMENT, AND ANY ACTIVITY RELATED TO YOUR USE OF THE SERVICES.
  16. Termination
    You agree that we may, in its sole discretion and without prior notice, terminate your access to or use of any of our Services at any time and for any reason, with or without cause.
  17. Copyright Infringement
    We take copyright violation very seriously and will vigorously protect the rights of legal copyright owners. We may remove material from the Services that appears in our sole discretion to infringe upon the intellectual property rights of others and we will terminate the access rights of any repeat infringer. If you believe a work protected by a U.S. copyright you own has been posted on this Services without authorization, you may notify our copyright agent, and provide the following information:
    • a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
    • identification of the copyrighted work or works claimed to have been infringed;
    • a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL where the infringing material appears;
    • your name, mailing address, telephone number, and e-mail address;
    • a statement by you that you believe in good faith belief that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
    • a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
    To notify us of claimed copyright infringement, please contact: info@intentsolutions.com
  18. Modifications and Updates
    At any time and in our sole discretion, we may add, delete, or modify the Agreement or the Services or any functionality provided through the Services. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing, and/or using the Services. All changes to the Agreement shall be effective immediately. We may also from time to time provide enhancements or improvements to the features and/or functionality of the Services, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). All Updates are subject to the terms and conditions of this User Agreement. Updates may modify or delete certain features and/or functionalities of the Application. You acknowledge and agree that we have no obligation to (i) provide any Updates; or (ii) continue to provide or enable any particular features and/or functionalities.
  19. International Use
    The Services are hosted from the United States, and our corporate office and activities are located in and directed from the United States. Accordingly, if you access the Services from outside the United States, your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy. We make no representation that the Services or any aspect thereof will be available or appropriate for use in locations outside of the United States. Those who choose to access the Services from locations outside the United States do so at their own risk and are responsible for compliance with local laws and regulations. Users are responsible for compliance with all United States export laws and regulations when exporting any products, services, content, or materials provided through the Services.
  20. Dispute Resolution
    The parties agree that, except as otherwise provided below, they shall first attempt to resolve any dispute, claim or controversy relating in any way to this Agreement (a “Dispute”) between an officer of each party who has authority to resolve the Dispute. If any Dispute cannot be settled in this manner within sixty (60) days of written notice being served by a party on the other party, the parties agree that the Dispute may be settled by arbitration in accordance with the JAMS Arbitration Association (“Rules”) in Atlanta, Georgia, with judgment upon the award rendered by the arbitrator to be entered in any court of competent jurisdiction. Any arbitrator selected pursuant to the Rules will conduct arbitration and the arbitrators will have a background or training in smart medical devices and medical software applications, contract law and intellectual property. The arbitrators may award attorneys’ fees and costs to the prevailing party. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim, conservatory or equitable relief, as necessary, without breach of this arbitration Agreement and without any abridgment of the powers of the arbitrator(s). Notwithstanding the foregoing, you agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to us for which monetary damages would be inadequate. You consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies we may have at law or in equity.
  21. Applicable Law and Venue
    Any action related to the Agreement will be governed by the laws of the State of Georgia, without regard to the choice or conflicts of law provisions of any jurisdiction. You and Intent Solutions agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Services or the Agreement that are not submitted to arbitration will be exclusively in the federal or local courts with jurisdiction over Atlanta, Georgia. If Intent Solutions does take any legal action against you as a result of your violation of the Agreement, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to, or use of, the Services as a result of any violation of the Agreement or for any reason at all. No action arising out of this Agreement or your access to or use of our Services, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
  22. Miscellaneous
    Unless otherwise specified herein, this Agreement constitutes the entire agreement between you, a user, and us with respect to the Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with regard to the Services. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement. You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by us. Any purported assignment lacking such consent will be void at its inception. We may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on the Services. If you have any comments or questions about our Services, please contact us at info@intentsolutions.com.
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