CRITITRAC™ SOFTWARE (THE “APP”)
- No Ownership Transfer. Licensee is not acquiring any ownership interest in the App or any property right associated with it. Continued use of the App is subject to compliance with the terms of this License. Licensee shall not remove any copyright notice or similar marking included in or with the App.
- Device Requirements. The App may only be utilized on iPads or other devices with operating systems meeting the following requirement:
- iOS 13.3 or newer
- Other Versions; No Support Obligation. Licensor may, but shall not be required to, issue new versions of the App, for which there may be an additional charge, and which may not be compatible with the original or other devices. There is also no assurance that the original version of the App shall work on other devices. Licensor shall have no obligation to provide support for the App.
- Licensee Restrictions. Licensee shall not itself or permit others to copy, decompile, reverse engineer or take comparable action regarding the App and its object code. Licensee acknowledges that violation of this Paragraph shall lead to irrevocable harm to Licensor and, without prejudice to any other right or remedy available to Licensor, shall entitle Licensor to injunctive and other equitable relief.
- Licensee Indemnity. As a material inducement to Licensor to offer the App and the specified pricing, Licensee shall defend and indemnify Licensor and all of its affiliates, officers, directors and employees, from and hold it harmless against all cost, loss, liability and damage including reasonable attorneys’ fees and disbursements and related investigative costs relating in any way to the App and its use by Licensee, whether such costs and related items pertain to a legal claim in any court, and administrative claim in any agency or otherwise. Licensor shall provide written notice of any such claim as soon as practicable. Licensee shall obtain the prior written approval of Licensor for counsel selected for such defense, which shall not be unreasonably withheld or delayed. Licensee shall not settle any claim without the prior written approval of Licensor, which shall not be unreasonably withheld or delayed.
- No Warranty. AS A MATERIAL INDUCEMENT TO LICENSOR TO OFFER THE APP LICENSOR DISCLAIMS ALL WARRANTIES ASSOCIATED WITH THE APP AND ITS FUNCTION, PERFORMANCE AND USE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FAULT TOLERANCE AND FITNESS FOR ANY PARTICULAR PURPOSE, WHETHER OR NOT COMMUNICATED TO LICENSEE. IN NO EVENT SHALL LICENSEE BE ENTITLED TO DAMAGES EXCEEDING US$50, IRRESPECTIVE OF THE LEGAL THEORY OR CAUSE OF ACTION ASSOCIATED WITH ANY DISPUTE BETWEEN LICENSEE AND LICENSOR. LICENSEE ACKNOWLEDGES THAT THE PROPER FUNCTIONING OF THE WEBSITE AND APP DEPEND UPON MANY FACTORS BEYOND THE CONTROL OF LICENSOR.
- No Medical Advice. It is intended that the App be used only by medical professionals with appropriate training in the field. Nothing within the services provided by the App is associated with, should be taken as, or understood as medical advice or assistance, nor should it be interpreted in substitution for any medical advice or assistance, or used or referred to instead of seeking appropriate medical advice or assistance from healthcare providers. The services provided by the App are consistent with the American Heart Association Advanced Cardiovascular Life Support (ACLS) Algorithm.
- Intellectual Property Infringement. As Licensee’s sole remedy, in the event that Licensee is joined to any claim involving intellectual property infringement associated with the App, Licensor shall defend and indemnify Licensee and all of its affiliates, officers, directors and employees, from and hold it harmless against all cost, loss, liability and damage including reasonable attorneys’ fees and disbursements and related investigative costs relating in any way to such claim of intellectual property infringement, whether such costs and related items pertain to a legal claim in any court, and administrative claim in any agency or otherwise. Licensee shall provide written notice of any such claim to Licensor as soon as practicable. Licensor shall obtain the prior written approval of Licensee for counsel selected for such defense, which shall not be unreasonably withheld or delayed. Licensor shall not settle any claim without the prior written approval of Licensee, which shall not be unreasonably withheld or delayed.
- Dispute Resolution. This Agreement and use of the website and App shall be governed by Delaware law and any dispute associated herewith shall be resolved solely in the federal or state courts situated in the State of Delaware. No class action claim may be brought with respect to this License or the App. In the event of any dispute, Licensee will provide to Licensor, or its designee, all information that is requested regarding the procurement and usage of the App by or through Licensee.
- Entire Agreement. This agreement embodies the entirety of the agreement and discussion between Licensor and Licensee and may be amended only by a writing signed by authorized representatives of both parties.