PATIENT DOCTOR TECHNOLOGIES, INC.
END USER LICENSE AGREEMENT
This Doctella App End User License Agreement (“Agreement”) is between Patient Doctor Technologies, Inc. (“PDT”) and you, and governs your use of the Doctella application (the “App”) on an Apple device, Android Device, or Website, as well all of the questions, notes, other medical procedure-related materials and questions about personal preferences and personal health information made available via the App (collectively, the “Materials”).
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING THE APP, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE FOREGOING, PDT DOES NOT AUTHORIZE YOU TO INSTALL OR USE THE APP OR USE ANY OF THE MATERIALS AVAILABLE ON THE APP.
- Parties. This Agreement is between you and PDT only, and not Apple, Inc. (“Apple”). PDT, not Apple, is solely responsible for the App. Notwithstanding the foregoing, Apple has the right to enforce this Agreement against you as a third party beneficiary.
- Limited Licenses.
- To the App. Subject to the terms and conditions of this Agreement, PDT hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use for lawful purposes a single copy of the App on each of your Apple devices (i.e., iPhone, iPod Touch, iPad, iMac or other Apple computer or device) as permitted by Apple’s App Store Terms of Service.
- To the Materials. Subject to the terms and conditions of this Agreement, PDT also grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and copy solely for your personal and non-commercial purposes any of the Materials that you download or otherwise access via the App.
- License Restrictions. Except as expressly authorized under this Agreement, you shall not, directly or indirectly, in whole or in part: (i) copy the App or any of the Materials; (ii) cause or permit any reverse engineering, decompilation, modification, translation or disassembly of the App; (iii) sell, rent, sublicense, distribute, publish, assign or otherwise transfer any rights in the App or any of the Materials without PDT’s prior written consent; (iv) modify the App, or create derivative works based upon the App, in whole or in part; (v) permit any third party to benefit from the use or functionality of the App or any of the Materials via a timesharing, service bureau or similar arrangement; (vi) use the App or any of the Materials in any unlawful manner or for any unlawful purpose; (vii) remove or destroy any copyright notices or other proprietary markings on the App or any of the Materials; or (viii) do anything which adversely affects PDT’s right, title or interest in or to the App or the Materials. You acknowledge that the source code underlying the App is PDT’s confidential and proprietary information.
- Term. The term of this Agreement and the licenses granted hereunder continues until this Agreement is terminated as set forth herein. Unless you have paid to access this App or any functionality in this App, PDT may terminate this Agreement and the licenses granted hereunder for any or no reason. You may terminate this Agreement at any time by discontinuing use of the App. This Agreement terminates automatically if you fail to comply with any of the terms of this Agreement. Upon any termination of this Agreement, you must cease use of the App and destroy all copies of the App.
- Ownership. Title and ownership of all proprietary rights, including any copyright, patent, trade secret, trademark or other intellectual property rights, in and to the App and the Materials, and any copies thereof, are and will at all times remain the property of PDT. PDT retains all right, title and interest in and to the App and the Materials that are not specifically granted to you hereunder.
- No Guarantee. You acknowledge that PDT does not endorse, represent or guarantee the truthfulness, accuracy, completeness, or reliability of any of the Materials. You acknowledge that any reliance on any of the Materials will be at your own risk.
- Warranty Disclaimer. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT THE APP AND THE MATERIALS ARE PROVIDED “AS IS.” PDT MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PDT MAKES NO WARRANTY THAT THE APP WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE APP WILL MEET YOUR REQUIREMENTS. Some jurisdictions do not allow some of the foregoing exclusions or limitations, so some of these exclusions or limitations may not apply to you.
- Transmissions. The App is designed to communicate via the Internet and over Wi-Fi networks, and you are authorized to use the App with such technologies. You acknowledge that transmitting data via the Internet or over any Wi-Fi network is not 100% secure or free from risk of compromise.
- Technical Support and Updates. PDT may, but is not obligated to, provide maintenance or other technical support for the App. And Apple shall not be obligated to furnish any support for the App. PDT may make changes to the App at any time without notice, including without limitation by disabling certain features or functionalities in the App. If you elect to receive automatic updates of the App, PDT may deliver such updates (if any) directly to your devices; provided, however, that nothing in this Agreement obligates PDT to support or provide you with any updates or error corrections to the App.
- Third-Party Claims. PDT shall not be obligated to indemnify, defend or hold you harmless with respect to any third-party claims arising out or relating to the App or any of the Materials, including without limitation any claims for intellectual property infringement. To the extent PDT is required to provide any such indemnification, PDT, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any such claim. Nothing in this Agreement shall be deemed an admission that any such claims may arise.
- Product Claims. PDT, not Apple, is responsible for addressing any of the following claims by you relating to the App: (i) any product liability claim; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation. Nothing in this Agreement shall be deemed an admission that you may have any such claims.
- No Provision of Medical Care. PDT provides tools and information that are intended to help you participate with your doctor in the management of your health care. All content PDT provides through the App, including the Materials and all other text, graphics, images, and other content, is provided for informational purposes only. The tools and information PDT provides are not intended to be, and are not, professional medical advice or a substitute for such advice, or for diagnosis, treatment, cure, or prevention of any health conditions, and you should not rely on them as such. No doctor-patient relationship is formed by your use of the App or the information PDT provides. You should always seek the advice of physicians or other qualified health care providers if you have questions about any physical or mental health condition or any of the information you receive from the App. PDT does not recommend or endorse any specific tests, products, procedures, opinions, or other information that may be described on the App.
- How the Information from this App Should be Used. You should never disregard professional medical advice or delay seeking professional medical advice, diagnosis, or treatment based on anything you read or obtain through the App. You should consult your doctor or other qualified health care professional if you have any questions about a medical condition, and before taking any drug, changing your diet, or commencing or discontinuing any course of medical or other health care treatment. Do not ignore or delay obtaining professional medical advice because of any information or other content you obtain from the App.
- Accuracy, Completeness, Timeliness. PDT believes the information provided through the App to be accurate at the time it is first posted. However, given the complexity of health care conditions and the specific health, history, needs, and circumstances of each individual, PDT cannot provide information that covers all possible cases, uses, directions, precautions, drug interactions, adverse effects, or other matters that may be relevant to you or your particular health care condition. Some of the information PDT provides may become outdated, making it incorrect, and will only be updated periodically, if at all. Health care knowledge and practice can evolve rapidly, and therefore PDT makes no representation or warranty, either express or implied, as to the accuracy, completeness, adequacy, currency or timeliness, of the information and tools provided on the App. The use of any content PDT provides is at the your own risk. PDT shall not be liable for your reliance on any incorrect or outdated information on the App. PDT further assumes no liability or responsibility for any errors or omissions in any of the content of the App or the information provided to you.
- Limitation of Liability. IN NO EVENT WILL PDT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS; GOODWILL OR REPUTATION, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF THE CLAIM WAS REASONABLY FORESEEABLE OR IF PDT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this Agreement would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to you.
- Compliance with Laws. You shall only use the App and the Materials in a manner that complies with all applicable laws in the jurisdictions in which you use the App and the Materials.
- Export Controls. You represent and warrant that (i) 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 (ii) you or any entity you represent are not listed on any U.S. Government list of prohibited or restricted parties. You may not export, re-export, import, or transfer the App or any of the Materials in violation of any applicable export laws or regulations, and you may not assist or facilitate others in doing any of the foregoing. You acknowledge that it is your responsibility to comply with any and all applicable export and import laws.
- Notice to United States Government End Users. If you accessing the App on behalf of the U.S. Government or if you are a contractor or subcontractor (at any tier) of the U.S. Government and are licensing the App for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, you acknowledge that by installing and using the App, the App qualifies as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. The terms and conditions of this Agreement are fully applicable to the Government’s use and disclosure of the App and associated documentation, and shall supersede any conflicting terms or conditions.
- Third-Party Software. The App may be distributed with open source or other third party software, which is subject to the terms and conditions of the specific license under which it is distributed. OPEN SOURCE SOFTWARE IS PROVIDED BY PDT “AS IS” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH OPEN SOURCE SOFTWARE, PDT SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Under certain open source software licenses, you are entitled to obtain the corresponding source files. You may find names of corresponding open source used in the the App at https://www.doctella.com or other locations that may be specified to you by PDT.
- Governing Law. This Agreement shall be interpreted in accordance with the laws of the state of California without reference to its conflict of law provisions.
- Disputes. Any dispute, claim or controversy arising out of or relating to the App or this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Jose, California before a panel of three neutral arbitrators, unless the matter in controversy is within the scope of an applicable small claims court’s jurisdiction. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the arbitration award may be entered in any court having jurisdiction. This clause shall not preclude PDT or you from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.
- Modifications to this Agreement. PDT reserves the right to update or modify the terms of this Agreement at any time, with any such changes to be effective prospectively. If the alterations constitute a material change, PDT will announce the change in the App via a hyperlink or other reasonable means. What constitutes a “material change” will be determined in PDT’s sole discretion, in good faith and using common sense and reasonable judgment. Your continued use of the App after any such modification will constitute your acceptance of such modification. If the modified Agreement is not acceptable to you, your only recourse is to discontinue the use of the App and all of the Materials.
- Miscellaneous. You may not assign or otherwise transfer any of your rights hereunder without PDT’s prior written consent, and any such attempt is void. Without limiting the foregoing, this Agreement is binding upon and is for the benefit of the respective successors and assigns of the parties hereto. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary to make it enforceable so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The parties acknowledge and agree that a material breach of this Agreement adversely affecting PDT’s proprietary rights would cause irreparable harm to PDT for which a remedy at law would be inadequate and that PDT shall be entitled to injunctive relief in addition to any remedies it may have hereunder or at law. This Agreement is the complete agreement between PDT and you concerning the App and the Materials, and supersedes any and all prior agreements and representations between PDT and you related to the same subject matter.
- Contact. If you have any questions regarding the App or this Agreement, please contact PTD at firstname.lastname@example.org or at 440 N. Wolfe Road, Mail stop #71, Sunnyvale, Calif. 94085. or Phone: 408-898-2693