Last updated on: March 4, 2021
This Mobile Application End User License Agreement (“Agreement”) constitutes a legally binding agreement between you (“End User” or “you”) and Two Point Conversions, Inc. an Illinois Corporation its parents, subsidiaries, representatives, affiliates, officers and directors (collectively “Two Point,” “we,” or “Company”). This Agreement governs your use of the Remedy (collectively, “Two Remedy application, website, and technology platform (collectively, the “Remedy Platform”). The Application is licensed, not sold, to you.
Subject to this Agreement’s terms, Two Point grants you a limited, non-exclusive, and non-transferable license to:
a. Download, install and use Remedy for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with this Agreement and any other associated documentation provided to you.
You shall not or shall not allow your representatives or third parties to:
a. Copy Remedy, except as expressly permitted by this license;
b. Modify, translate, adapt or otherwise create derivative works or improvements, patentable or otherwise, of Remedy;
c. Reverse engineer, disassemble, decompile, decode, or adapt the Software, or otherwise attempt to derive or gain access to the Software’s source code, in whole or in part;
d. Disclose or give source code access to any third parties;
e. Remove, disable, or otherwise create or implement any workaround to any of the Software’s security features;
f. Remove, delete, or alter any of Two Point’s trademarks, copyright notices, or other Intellectual Property Rights notices, if any, from the Software;
g. Copy the Software, in any respect, other than to make one copy of the Software, which remains Two Point property and is subject to this Agreement’s terms and conditions. The copy is solely for testing, disaster recovery, or archival purposes;
h. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide the Software to any third party for any reason;
i. Use the Software in any way that violates any Federal, State or Local law, regulation, or rule; or
j. Use the software for competitive analysis, to develop a competing software product or a competing business of any kind, or for any other purpose to Two Point’s commercial disadvantage.
Should this Agreement terminate for any reason, the provisions of this section 2 will survive.
You acknowledge and agree that the Application is licensed, and not sold, to you. You acquire no ownership interest in the Application under this Agreement, or any other rights other than to use the Application pursuant to the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Two Point reserves and shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights, except as expressly granted to you in this Agreement. Two Point will pursue infringers and aggressively defend its intellectual property rights including those provided by patent, trademark, and/or trade secret.
This Application is intended to allow for the secure transmission of tasks, comments, and patient information between medical providers and patients to facilitate the collaboration and management of duties and care. You acknowledge and agree that you will only use the Application as licensed hereunder and for the Application’s intended purpose. You agree that you will not use the Application for any prohibited use. Prohibited uses include, but are not limited to: use of the product for a deceptive purpose, including for the impersonation of another; permitting another individual to use your account; use of the Application to harm or exploit minors; distribution of “spam”; advertisement or solicitation; use of the proprietary content, information or materials in any manner except as permitted under this Agreement; reproduction, modification, rental, loan, sale, distribution or creation of any derivative works of the Application; or, use of the Application to harass, abuse, stalk, threaten, defame or violate the rights of any other party. Notwithstanding the foregoing, you may use this Application to communicate regarding a minor over whom you have guardianship.
The Content is based in the State of Illinois in the United States and provided for access and use only by persons located within the United States. You acknowledge that you may not be able to access the Application outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Application from outside the United States, you are responsible for compliance with local laws.
Two Point may in its sole discretion, from time to time, develop and provide Application updates, which may include upgrades, bug fixes, patches, and other corrections and/or new features (collectively, “Updates”). Updates may also modify or entirely remove certain features and functionality. You agree that Two Point has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
a. The Application may automatically download and install all available Updates; 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 Application or portions of the Application may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
a. This Agreements terms commence when you acknowledge your acceptance of this Agreement and continue in effect until terminated by you or Two Point pursuant to Section 8, below.
b. You may terminate this Agreement by deleting the Application, and all copies, from your Mobile Device.
c. Two Point may terminate this Agreement at any time without notice if it ceases to support the Application, which Two Point may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
d. Upon termination:
i. All rights granted to you under this Agreement will also terminate; and
ii. You must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
e. Termination will not limit any of Two Point’s rights or remedies at law or in equity.
THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TWO POINT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TWO POINT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
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.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TWO POINT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
a. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;
b. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR TWO POINT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
BY CONSENTING TO THE TERMS OF THIS AGREEMENT AND USE OF THE APPLICATION, YOU EXPRESSLY CONSENT TO THE LIMITATION OF LIABILITY SET FORTH ABOVE IN THIS PROVISION AND ACKNOWLEDGE AND CONSENT TO THE FOLLOWING:
i. Communication via this Application has certain limitations and may not be as effective as in person communication or other modes of coordination or collaboration. Please seek alternative forms of communication with important clinical communications if necessary.
ii. This Application is not intended to be used, nor should it be used for emergency purposes. In the event of a clinical or patient emergency, please contact the health care providers necessary by more appropriate means.
iii. Two Point is not validating, affirming, providing, or issuing medical advice and any communication received or transmitted by you through the Application should not be construed as such. Furthermore, Two Point is not responsible for your decision to seek or not seek medical care or choice of specific treatment based on your use of the Application.
iv. Delay, interruption, or failure may occur in communication through use of the Application. You shall not hold Two Point liable for any injury resulting from such delay or failure, for whatever reason, and expressly assume such risk through your use of the Application.
v. The application is intended to be used as a collaboration tool and as a supplement to patient care. It may replace email, to-do lists, and paper-based task management workflows. Tasks and comments on the Application are not intended to replace the EMR and will not be written to the EMR or accessible by the EMR.
vi. Data entered into the Application will be stored in an encrypted format and may be accessible for reference related to its use in the future. Similarly, data entered in the Application should be considered “discoverable” in the event of a patient inquiry. Two Point will do whatever possible to aid in any requests from valid and identifiable legal authorities while maintaining patient and provider privacy.
vii. You assume full responsibility and risk for your use and reliance on the Application.
You agree to indemnify, defend, and hold harmless Two Point and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that Two Point assumes no responsibility for the content you submit or make available through this Application.
The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.
The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefore, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
Two Point Remedy License April 2020 - Present