END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEEMENT BETWEEN REVENITE INCORPORATED AND YOU THE USER. THIS EULA APPLIES TO YOUR USE OF THE MOBILE APPLICATON (“APP”) PROVIDED BY COMPANY. PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING THE APP. DOWNLOADING OR USING THE APP INDICATES THAT YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED THIS EULA AND AGREE TO BE BOUND TO THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT DOWNLOAD OR USE THE APP.
REVENITE IS DESIGNED TO CAPTURE, STORE, AND ANALYZE JOINT AND MOVEMENT DATA FOR THERAPY AND FITNESS CLIENTS. BEFORE USE, LICENSED CLINICIANS AND LICENSED FITNESS TRAINERS (“PROVIDERS”) SHOULD FIRMLY UNDERSTAND THE COMPONENTS AND CAPABILITIES OF REVENITE. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND CONFIRM THAT YOU HAVE THE NECESSARY LICENSES TO USE THIS PLATFORM. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. REVENITE CANNOT DIAGNOSE INJURIES OR CONDITIONS. IN ADDITION, REVENITE CANNOT SAFELY EXCLUDE POTENTIALLY DANGEROUS CAUSES FOR MUSCULOSKELETAL PAIN.
As used in this EULA, “Company,” and “the Company” or “we” or “us” refer to Revenite, Inc., a Delaware corporation. The App is authorized for use by you only as an authorized Provider. WHEREAS, Company has developed proprietary software application; and
WHEREAS, You would like to use such software to capture, store, and analyze movement data, which is in early release stage of development, for the limited and express purposes and term set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. LICENSE. Subject to the terms and conditions of this Agreement, Company grants to you a limited, nontransferable, nonexclusive license to use the software as provided by Company (the “Software”) and any applicable and related user manuals, guides and other documentation delivered (“Documentation”) solely for its own internal purposes. You may not sublicense, rent, distribute, lease or otherwise assign your rights in the Software or the Documentation. You may not permit any access to or use of the Software to by, or for the benefit of, any person. Company reserves all rights in and to the Software not expressly granted to you in this Agreement.
2. TERM. This Agreement for your entire use of the Website, unless earlier terminated in accordance with this Agreement; provided that either party may terminate this Agreement at any time upon written notice (which shall include email notice) to the other party. Upon termination as indicated above or expiration of the term of this Agreement, you shall return the original and all copies, complete or partial, of the Software and Documentation to Company, and delete all copies of the Software and Documentation in your possession, custody, or control.
3. PAYMENT, PRODUCTS AND SERVICES.
4. EVALUATION FEEDBACK. You agree that you will provide Company input regarding your reactions, comments, and suggestions for improvement regarding the Software (“Feedback”). Such input may include, but is not limited to, usability, missing features, functional errors and bug reports. All Feedback made by you shall be the property of Company and may be used by Company for any purpose whatsoever. Forms of feedback may include personal interview, online questionnaire or e-mail or other contact. Company will be the sole owner of any and all software, documentation or other inventions developed by Company in conjunction with You or based on your Feedback, including but not limited to general enhancements and additions to the Software or any services provided by Company.
- PAYMENT. Revenite Products may be offered on a subscription basis. As such, Revenite may provide you the option to activate automatic payments for recurring fees. Prior to paying any fees, you will be able to review the name of the product or service, and any fees that you will be charged. This also includes activating or updating any recurring payments. All prices are in U.S. Dollars. If you purchase or update recurring payments for Revenite’s product or service, you give Revenite or its third-party service providers permission to charge, on a recurring basis and until cancellation, all accrued sums. Recurring subscriptions automatically renew unless they are cancelled through your account via Revenite’s website at least one day (24 hours) before the end of the current subscription period.
- PAYMENT PROCESSING. Revenite uses Apple Inc. (“Apple”) In-App Purchases to process payments for its products or services. By making a payment using Apple’s In-App Purchases, you agree to be bound by Apple's App Store Terms and Conditions, which are available at https://www.apple.com/legal/internet-services/itunes/us/terms.html. For Revenite to offer payment processing services via Apple's In-App Purchases, you authorize Revenite to share your payment processing information (including information about you and your payment method) as well as your transaction information associated with your use of the payment processing services provided by Revenite with Apple. You agree to provide Revenite with the most up to date, accurate, and complete information required to process a transaction, including information about you and your payment method. Revenite may also use third-party payment processors, which may include Stripe Inc. (“Stripe”), for its payment processing services. Stripe is a financial software company that allows you to purchase products or services online with the use of your credit card. The processing of your credit card charges, as applicable, associated with the use of Revenite’s products or services will be contingent on the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Terms and Services Agreement”). As such, you agree to be bound to the Stripe Terms and Services Agreement, which are available at https://stripe.com/legal/ssa, even if such terms and agreement are altered or modified by Stripe. Furthermore, for Revenite to offer payment processing services via Stripe, you agree to provide Revenite with the most up to date, accurate, and complete information required to process a transaction. This information includes both information about you as well as your payment method (i.e. credit card number, expiration date, billing address, etc.). Lastly, you authorize Revenite to share your payment processing information (both information about you and your payment method as described above) as well as your transaction information associated with your use of the payment processing services provided by Revenite.
- FREE TRIALS. Revenite may offer a free trial period. During this free trial period, you can use Revenite’s platform for free for a limited period of time. You can manage or cancel the free trial subscription through your account via Apple’s In-App Purchases settings.
- PRODUCTS AND SERVICES. The prices and descriptions for Revenite’s products and services are subject to change without notice and may be discontinued at any point in time without notice. The sales of Revenite’s products and services may be limited to any person, geographic region, or jurisdiction. We do not guarantee the quality of any products or services will meet your expectations nor do we warrant that the features, details, colors, or requirements of our products or services will be free of errors. If our products or services are modified or an existing purchase is cancelled, we may attempt to contact you via email, phone number, or the billing address you provide.
5. SUPPORT. Company may, but shall not be obligated to, provide any maintenance, error corrections or updates to You for the Software during the term of this Agreement.
6. RIGHTS IN SOFTWARE. You acknowledge that Company and its licensors are the sole and exclusive owners of all intellectual property rights in the Software and any copies of it and upgrades, modifications and enhancements thereto, including but not limited all trade secrets, copyrights, patents, and trademarks associated with the Software and its algorithms, data models, logic and structure. You agree to secure and protect the Software consistent with the maintenance of Company's and its licensors’ rights in the Software. You agree that all modifications and enhancements to the Software and Documentation based in whole or in part on Your input, and all related intellectual property rights, shall be owned by Company.
7. COPIES, USE, REVERSE ENGINEERING, AND OTHER RESTRICTIONS. You agree not to disclose or otherwise make available any part of the Software or Documentation to any third party, including without limitation to independent contractors of You, on any basis. You understand that the Software is for use within the United States only and is not to be exported to any other country. Since the Software is for evaluation and test purposes only, no copies may be made for archival purposes or for any other purpose, nor may You make any copies of the Documentation. You agree and understands that You is not permitted to evaluate or study the Software for purposes of gaining information on how the Software functions or otherwise use Company’s Confidential Information to aid in Your creation of software, or assistance of third parties in such creation of software, which performs similar or identical functions. You agree not to modify, adapt, reverse engineer, decompile, translate or disassemble the Software, in whole or in part, or create any derivative works based on it.
8. INJUNCTIVE RELIEF. You acknowledge and agrees that violation by You of any of the provisions contained in Sections 1, 6, 7 or 9 of this Agreement would cause irreparable harm to Company not adequately compensable by monetary damages. Accordingly, in addition to any other relief at law or in equity, You agree that temporary and permanent injunctive relief should be available without the necessity of proving actual damages or posting any bond.
9. CONFIDENTIALITY. You agree not to disclose, and to take all necessary precautions to protect the confidentiality of, Confidential Information received from Company or its agents under this Agreement. You will require its employees and others with access to the Confidential Information to be subject to confidentiality agreements similar in nature to this Agreement and will limit access to the Confidential Information to employees on a “need to know” basis. The Confidential Information may be used by You for the limited evaluation and test purposes set forth in this Agreement. For the purposes of this Agreement, “Confidential Information” shall include, without limitation, the Software and all accompanying documentation, the internal logic and structure of the Software, and all pricing and other non-public information relating to the Software. Confidential Information does not include information which You can show: (i) at the time of its disclosure was known by You; (ii) is or becomes publicly available through no fault of You; or (iii) is lawfully disclosed to You by a third party free to disclose such information. The provisions under this Confidentiality section shall survive expiration or termination of this Agreement for any reason.
10. TRANSFERS. This Agreement and all rights, remedies, obligations and liabilities granted hereunder to You may not be transferred or assigned by You to any other party.
11. DISCLAIMER OF WARRANTY. YOU ACKNOWLEDGES THAT THE SOFTWARE IS IN A EARLY RELEASE STAGE AND IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, COMPANY SPECIFICALLY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE, OF THE USEFULNESS OR SUITABILITY OF THE SOFTWARE FOR YOU'S INTENDED OR OTHER PURPOSES, OR COMPATIBILITY OF THE SOFTWARE WITH ANY PARTICULAR HARDWARE OR WITH OTHER SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
12. LIMITATION OF LIABILITY. THE ENTIRE RISK AS TO THE USE OF AND RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NEITHER COMPANY NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. ENTIRE AGREEMENT. The parties agree that this Agreement is the complete and exclusive statement of the agreement between Company and You, which supersedes any proposal, prior agreement, understanding, or license, oral or written, and any other communications relating to the subject matter of this Agreement. This Agreement shall be construed in accordance with the internal laws of North Carolina. If any term of this Agreement shall be found invalid, the term shall be modified or omitted to the extent necessary, and the remainder of this Agreement shall continue in full effect.
14. ADDITIONAL TERMS. The waiver by either party of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any future breach of any provision(s) of this Agreement. This Agreement may not be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Sections 6 through 14 of this Agreement shall survive the expiration or termination of this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument.
If you are accessing the App on a device provided by a third party application store or an application obtained through a third party application market (such as the App Store or Play Store), the following shall apply: (a) Both you and Company acknowledge that this EULA are concluded between you and Company only, and not with such third party application market provider (“App Market”), and that such third party App Market is not responsible for the App or the content therein; (b) The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the On Track Service, subject to all the terms and conditions of this EULA, as they are applicable to the App; (c) You will only use the App in connection with such third party device that you own or control and as permitted by this EULA and any applicable third party agreement; (d) Both you and Company acknowledge and agree that the App Market has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (e) In the event of any failure of the App to conform to any applicable warranty, including those implied by law, you may notify such App Market of such failure, and such third party will refund the purchase price for the App to you; and to the maximum extent permitted by applicable law, such App Market will have no other warranty obligation whatsoever with respect to the App; (f) Both you and Company acknowledge that, as between Company and the App Market, Company, or the Client, not such App Market, is responsible for addressing your claims or the claims of any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; (g) Both you and Company acknowledge and agree that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Company, and not the App Market, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; (h) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; (i) Both you and Company acknowledge and agree that, in your use of the App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and (j) Both you and Company acknowledge and agree that the App Market and its subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, such App Market will have the right (and will be deemed to have accepted the right) to enforce these terms against you as the third party beneficiary hereof. Additionally, the App Market’s trade and service marks, logos, including Apple, the Apple Logo, iPhone, iPad, Android and Google are property of the applicable third party and not Company.
Version No. 4
Last Updated: February, 2023
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