VERIVAXX, LLC

END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) together with the Terms of Use and VERIVAXX’s Privacy Policy and Notice of Privacy Practices shall govern your (“End User”) access to and use of the software solution and mobile app of VERIVAXX, LLC (“VERIVAXX”). 

• Term. The term of this EULA shall commence upon End User’s acceptance of this EULA, together with the Terms of Use [INSERT LINK TO TERMS OF USE] and Privacy Policy and Notice of Privacy Practices [INSERT LINK TO PRIVACY POLICY AND NOTICE OF PRIVACY PRACTICES], incorporated herein by reference, and shall terminate upon termination by either party in accordance with the terms hereof.
• Licensed Product. VERIVAXX grants to End User a non-exclusive, personal, non-transferable, limited license to use the software solution and mobile app, including the terminology, products, and software programs developed and offered by VERIVAXX (collectively “Licensed Product”) during the Term, subject to the terms of this EULA. End User shall not (a) cause or permit the Licensed Product, in whole or in part, to be available to any other person, entity or business; (b) copy (except for backup or disaster recovery operations), reverse engineer, create a cache of, decompile or disassemble the Licensed Product, in whole or in part; (d) modify, combine, integrate, render interoperable, the Licensed Product with any other software or services not contemplated by this EULA; (e) share, sell, rent, lease, or otherwise distribute access to the Licensed Product, or use the Licensed Product to operate any timesharing, service bureau, or similar business; (f) alter, destroy or otherwise remove any proprietary notices within the Licensed Product; or (g) disclose the results of any benchmark tests to any third parties without VERIVAXX’s prior written consent. VERIVAXX and VERIVAXX’s licensors retain and own all right, title, and interest in all intellectual property rights in the Licensed Product, and all enhancements, revisions or improvements to, or derivative works the foregoing. If End User provides VERIVAXX with any suggested improvements, or requests additions or changes to the Licensed Product, End User grants VERIVAXX a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements, additions or changes. VERIVAXX makes no representations or warranties regarding any third-party components.
• Warranty Disclaimer. THE LICENSED PRODUCT ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. VERIVAXX DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. VERIVAXX DOES NOT WARRANT THAT THE LICENSED PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ALL DEFECTS WILL BE CORRECTED, OR WILL MEET END USER’S REQUIREMENTS.
• Responsibility for Accuracy of Documents and Information. End User acknowledges and agrees that the Licensed Product are information management tools and the accuracy of the documents and information provided by the End User (“End User Data”) is the responsibility of the End User. End User further acknowledges and agrees that the Licensed Product are not intended to diagnose disease, prescribe treatment, or perform any other tasks that constitute or may constitute the practice of medicine or of other professional or academic disciplines. End User will be solely responsible for the accuracy of End User Data. VERIVAXX makes no representations concerning the completeness, accuracy or utility of any information in the Licensed Product. VERIVAXX has no liability for the consequences to End User of End User’s use of the Licensed Product.
• Disclaimer of Liability. EXCEPT FOR VERIVAXX’S INDEMNIFICATION OBLIGATIONS IN THE FOLLOWING SECTION, IN NO EVENT SHALL VERIVAXX BE LIABLE TO ANY PERSON INCLUDING, BUT NOT LIMITED TO END USER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS EULA OR THE LICENSED PRODUCT. VERIVAXX’S TOTAL LIABILITIES ARISING OUT OF OR RELATED TO THIS EULA ARE LIMITED TO THE FEES RECEIVED BY VERIVAXX FOR END USER’S USE OF THE LICENSED PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• VERIVAXX’s Indemnification. Subject to the provisions set forth herein, VERIVAXX will defend or, at its option, settle any claim or action brought against End User by an unaffiliated third party to the extent it is based on a claim that the Licensed Product directly infringe such third party’s United States patent, trademark or copyright (each, a “Claim”), and VERIVAXX will pay any final judgment of the Claim awarded against End User by a court of competent jurisdiction, or settlement of the Claim agreed to by VERIVAXX. VERIVAXX will have the foregoing obligation under this Section only if End User provides VERIVAXX with (a) prompt written notice of the Claim, (b) sole control and authority over the defense and any settlement of the Claim, and (c) all available information, assistance, and authority reasonably necessary to settle and/or defend any such Claim. VERIVAXX shall have no indemnification obligation or liability for any Claim or infringement resulting from (i) End User’s continued use of the infringing Licensed Solution after receipt of notice of a claim; (ii) modifications to the Licensed Product by any party other than VERIVAXX; (iii) any development of, or modifications made to, the Licensed Product pursuant to End User’s designs, specifications or instructions; (iv) the combination or use of the Licensed Product with other products, processes or materials if the Licensed Product itself does not infringe; or (v) End User’s use of the Licensed Product other than in accordance with the terms of this EULA.
• End User’s Indemnification. End User will defend, indemnify and hold VERIVAXX and its officers, directors, and agents harmless against third party claims, liabilities, judgments, settlements, penalties, and causes of action (“Third Party Claims”) and associated costs and expenses (including reasonable attorneys’ fees) arising out of the use of the Licensed Product by End User; provided however, that the foregoing indemnity will not apply to the extent End User has used the Licensed Product in accordance with the terms of this EULA and direct cause of the Third Party Claim is VERIVAXX’s negligence or willful misconduct in providing the Licensed Product.
• End User Data. End User retains all rights with regard to End User’s Data and VERIVAXX may only use End User Data in accordance with VERIVAXX’s Privacy Policy and as expressly permitted by this EULA. VERIVAXX may use, disclose, and retain End User Data to perform, support, and improve the Licensed Product and for purposes permitted by applicable laws and VERIVAXX’s Privacy Policy.
• General. End User agrees that VERIVAXX shall be, and is hereby, named as an express third-party beneficiary of this EULA for the purpose of enforcing at law and at equity all terms set forth in this EULA. End User will ensure that anyone with authorized access to the Licensed Product will comply with the provisions of this EULA. If any provision of this EULA is determined to be unenforceable, the rest of this EULA will remain in full force. The delay or failure to assert a right herein or to insist upon compliance with any term or condition of this EULA shall not constitute a waiver of that right or excuse a subsequent failure to perform any term or condition. End User may not assign any of the rights herein without prior written approval from VERIVAXX. This EULA will be governed by the State of Florida without regard to choice-of-law principles. The courts of Florida and/or the United States District Court for the Middle Districtshall have exclusive jurisdiction over any action arising under or related to the subject matter of this EULA and the parties agree to submit to the jurisdiction of the courts of the Florida and the United States District Court for the Middle District of Florida. This EULA together with the Terms of Use [INSERT LINK TO TERMS OF USE] and Privacy Policy and Notice of Privacy Practices [INSERT LINK TO PRIVACY POLICY AND NOTICE OF PRIVACY PRACTICES], each of which is incorporated herein by reference, is the entire agreement between End User and VERIVAXX as to the subject matter. This EULA may be terminated by VERIVAXX at any time if: (i) End User violates any provision of this EULA; or (ii) VERIVAXX no longer offers or supports the Licensed Product.  If this EULA is terminated for any reason, End User agrees to immediately return or destroy all copies of the Licensed Product and all accompanying items and certify the return or destruction thereof.