EULA
End User License Agreement
This End User License Agreement (“License”) governs your use of the RepSignal® services and any materials, outputs, content, functionality, and other services offered on or through any website, platform, or application (collectively, the “Services”) provided by S2N Health Inc. (“S2N”, “we”, “our”, or “us”). You have been authorized to use the Services by the person or entity identified on a separately executed Order Form with S2N (“Order Form”) as the licensee of the Services (“Licensee”).
The Services are available to users who are 18 years of age or older, reside in the United States or any of its territories or possessions, and are an employee or authorized representative of an organization with an active subscription to the Services. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use our Services.
Please read the License carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by this License. If you do not want to agree to this License, you must not access or use the Services.
License Grants.
Subject to all other terms and conditions of this License and Licensee's payment of all license fees as specified in the Order Form, S2N grants you a revocable (in accordance with the terms herein), non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for your own internal business purposes as an end user and not for redistribution or resale and otherwise subject to this License. You are not granted any right to, and shall not, authorize, permit, or enable any other use of the Services by any other person. Except for the licenses expressly granted to you under this License, all right, title, and interest in and to the Services and any associated trademarks are and will remain with S2N and its licensors. You agree not to use the Services in any medium or manner which interfere with the limited permissions granted to you by S2N herein.
Accessing the Services and Account Security.
To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree to keep your username, password, and any other piece of information used as part of our security procedures, confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to these Services or portions of them using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights.
The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by S2N, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
This License permits you to use the Services for your internal business purposes as an end user only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of material from our Services.
You must not modify copies of any materials from the Services or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the License, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by S2N. Any use of the Services not expressly permitted by this License is a breach of this License and may violate copyright, trademark, and other laws.
Trademarks.
S2N™, S2N Health®, RepSignal®, and all related names, logos, product and service names, designs, and slogans are trademarks of S2N or its affiliates or licensors. You must not use such marks without the prior written permission of S2N. All other names, logos, product and service names, designs, and slogans on our Services are the trademarks of their respective owners.
AMA Content Notices.
5.1 Content from the print publication Current Procedural Terminology, Fourth Edition and CPT Standard data file published by the American Medical Association (“AMA Content”) is copyrighted by the American Medical Association and CPT is a registered trademark of the AMA.
S2N, as a party to a license agreement with the AMA, is authorized to grant you a limited, non-exclusive, non-transferable, non-sublicensable license for you to use AMA Content in the Services, for the sole purpose of your internal use within: Algeria, Argentina, Australia, Bahamas, Bahrain, Belgium, Bermuda, Brazil, British Virgin Islands, Canada, Cayman Islands, Chile, China, Colombia, Costa Rica, Cyprus, Denmark, Dominican Republic, Ecuador, El Salvador, Finland, France, Germany, Guatemala, Hong Kong, India, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Republic of Korea (South Korea), Kuwait, Lebanon, Mexico, New Zealand, Norway, Panama, Peru, Philippines, Portugal, Qatar, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, Tunisia, Turkey, United Arab Emirates, United Kingdom, United States and its territories, and Venezuela.
The sublicense granted hereunder shall automatically terminate upon termination of the agreement between S2N and AMA, unless prior written consent of AMA is obtained by S2N or a direct license between you and AMA is entered.
The provision of updated AMA Content in the Services is dependent on a continuing contractual relationship between S2N and the AMA.
You expressly acknowledge and agree to the extent permitted by applicable law, that use of the AMA Content is at your sole risk and the AMA Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the AMA Content should be used only as a guide.
U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. This agreement does not grant the United States federal government a direct license to use CPT based on FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items).
You must ensure that anyone with authorized access to the Services will comply with the provisions of this License.
AMA is a third-party beneficiary of this License.
You expressly consent to the release of your name to the AMA
Prohibited Uses.
You may use the Services only for lawful purposes and in accordance with this License. You agree not to:
Use the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Make the Services, including, without limitation, the AMA Content, publicly available, create derivative works (including translating), reverse engineer, decompile, transfer, sell, resell, lease, license, or otherwise make available to any unauthorized party the Services, or a copy or portion of the Services, including, without limitation, the AMA Content, to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted under this License.
Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
Use the Services, including, without limitation, contact information, in connection with:
Establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family or household purposes;
Assessing risks associated with existing credit obligations of a consumer;
Evaluating a consumer for employment, promotion, reassignment or retention as an employee;
Any tenancy verification or in connection with any application to rent real property;
Determining a consumer's eligibility for a license or other benefit that depends on an applicant's financial responsibility or status;
As a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation;
Any information, service or product sold or delivered to a "Consumer" (as that term is defined in the Fair Credit Reporting Act, or “FCRA”) that constitutes or is derived in substantial part from a Consumer Report; or
Determining eligibility for any government benefit or service; or
Any other purpose under the FCRA.
6.1 Impersonate or attempt to impersonate S2N, an S2N employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
6.2 Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm S2N or users of the Services, or expose them to liability.
Use the Services to perform medical diagnostic functions or set treatment procedures or substitute for the medical judgment of a physician or qualified health care provider.
Additionally, you agree not to:
Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in this License, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
Attack the Services via a denial-of-service attack, a distributed denial-of-service attack, or any other method.
Otherwise attempt to interfere with the proper working of the Services.
Monitoring and Enforcement.
We have the right to take appropriate legal action, including without limitation, referral to law enforcement for any illegal or unauthorized use of the Services and/or terminate or suspend your access to all or part of the Services for any violation of this License. However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Term & Termination.
This License is effective until terminated. Updates to the Services are protected by this License and are subject to the license restrictions set forth herein. You may terminate your license by notifying S2N of your intention to cancel in writing. S2N reserves the right to terminate this License if you (or others operating under or through you) violate its terms. This License automatically terminates if Licensee breaches any term herein or the Order Form or if Licensee files, or has filed against it, a petition for involuntary bankruptcy (that is not dismissed within 30 days of filing) or voluntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
Reliance on Information Posted.
Neither S2N nor its Services render medical, dental, legal, bookkeeping, or other professional services requiring a license or otherwise. The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk.
We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of S2N. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
10. Changes to the Services.
We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material. We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entirety of the Services, to users.
11. Information About You and Your Visits to the Services.
All information we collect on the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
12. Links from the Services.
If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
13. Geographic Restrictions.
We provide our Services for use by individuals located in the United States only. We make no claims that the Services or any of our content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
14. Disclaimer of Warranties.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER S2N NOR ANY PERSON ASSOCIATED WITH S2N MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER S2N NOR ANYONE ASSOCIATED WITH S2N REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, S2N HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Limitation on Liability.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF S2N AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $1,000 OR THE AMOUNT YOU HAVE PAID TO S2N FOR THE APPLICABLE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OUT OF WHICH LIABILITY AROSE. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS LICENSE OR THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. Record Keeping.
You will keep complete and accurate books and records concerning this License for at least three years following the year to which they pertain. For Services accessed via the internet, you will also maintain appropriate procedures and technology to track and/or calculate the information necessary to comply with the terms of this License and maintain written records for audit purposes. S2N or its licensors or their representatives may, at no cost to you and no more than once per year, audit and copy your records at your location or at a U.S. location if your records are maintained outside the U.S., in the presence of your personnel or representative.
17. Indemnification.
You agree to defend, indemnify, and hold harmless S2N, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this License or your use of the Services other than as expressly authorized in this License.
18. Governing Law and Jurisdiction.
All matters relating to the Services and this License, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, this License or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
19. Waiver.
No waiver by S2N of any term or condition set out in this License shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of S2N to assert a right or provision under this License shall not constitute a waiver of such right or provision.
20. Severability.
If any provision of this License is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License will continue in full force and effect.
21. Entire Agreement.
The License, our Privacy Policy, the Order Form, together with a Master Subscription Agreement executed by you and S2N, if applicable, and payment terms constitute the sole and entire agreement between you and S2N regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
22. Contacting Us.
If you have any questions regarding these terms or wish to contact us for any matter:
S2N Health Inc.
50 Milk Street - 16th Floor
Boston, MA 02110
Email: info@s2nhealth.com