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End User License Agreement
This END-USER LICENSE AGREEMENT (this “EULA”) is a binding agreement between you
and the professional service entity or business entity you represent (collectively, the
“Licensee”), and VoxNeuro USA Inc., a Delaware corporation (“VoxNeuro USA”). This
EULA governs Licensee’s use of the software known as the Cognitive Health Assessment
Management Platform™ (“CHAMP”), including all related Documentation (as defined below),
and any media on which CHAMP and/or the Documentation is supplied to the Licensee
(collectively, the “Product”).
VOXNEURO USA IS WILLING TO LICENSE THE PRODUCT TO LICENSEE ONLY
UPON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED
IN THIS AGREEMENT. BY CLICKING THE “AGREE” BUTTON OR DOWNLOADING,
INSTALLING, OR USING CHAMP THAT CONTAINS THIS SOFTWARE, LICENSEE IS
BOUND TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE
TERMS OF THIS AGREEMENT, THEN VOXNEURO USA WILL NOT AND DOES NOT
LICENSE THE PRODUCT TO LICENSEE AND LICENSEE AND ITS EMPLOYEES AND
AGENTS MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
The following terms of this EULA govern Licensee’s access to and use of the Product, and this
EULA is further governed by a services agreement between Licensee and VoxNeuro USA
(“Services Agreement”). To the extent of a conflict between the provisions of this EULA and
the Services Agreement, the order of precedence shall be: (1) the Services Agreement; and (2)
this EULA. The Product is licensed, not sold, to Licensee. VoxNeuro USA and Licensee may
be referred to herein collectively as the “Parties” or individually as a “Party.”
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Documentation” means user manuals, operating manuals, and any other instructions, specifications, documents, and materials, in any form or media, provided by or on behalf of VoxNeuro USA to Licensee that describe the functionality, installation, operation, use, maintenance, and support of the Product.
“Person” means any individual, company, corporation, partnership, limited liability company, firm, joint venture, governmental authority, trust, or other entity.
“Term” has the meaning set forth in the Services Agreement.
Indications for Use.
CHAMP is a computerized cognitive assessment aid indicated for use as an adjunctive tool for evaluating cognitive function in individuals aged 12-90 years of age on a single occasion or over periodic assessments.
Results should be interpreted only by qualified health care professionals.
CHAMP is not a standalone diagnostic device.
CHAMP is not intended to be used to identify the presence or absence of clinical diagnoses.
Grant of License and Restrictions. Subject to the terms and conditions hereof and the terms and conditions of the Services Agreement, including without limitation payment of all Fees (as defined in the Services Agreement), VoxNeuro USA grants Licensee a non-sublicensable, non-exclusive, and non-transferable, right to use CHAMP, solely in the United States of America, for the Term, and only in accordance with the Documentation.
Licensee may not copy CHAMP or the Documentation, or any portions thereof, except for a reasonable number of copies of the Documentation for backup or archival purposes and except as expressly permitted in this EULA. Such permitted copies will include all titles, trademarks or trade names, copyright notices, legends, or other proprietary markings. Licensee is not granted any rights to any trademarks or service
marks of VoxNeuro USA, its Affiliates, or any third parties, and VoxNeuro USA and its Affiliates retain all rights not expressly granted to Licensee in this EULA.
Licensee will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent that applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the Product; (iii) possess or use the Product, or allow the transfer, transmission, export, or re-export of the
Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency; (iv) publish or disclose to any third party any opinions relating to, or test results, benchmarking or comparative study involving the Product without the prior written consent of VoxNeuro USA; or (v) modify the Product. Prior to disposing of any media containing any part of the Product, Licensee shall completely destroy any Product contained therein.
Support. VoxNeuro USA is not obligated under this EULA to provide any support services for CHAMP. Any support provided is “as is,” “with all faults,” and without warranty of any kind.
By using CHAMP, Licensee represents, warrants, and acknowledges that: (a) any information that Licensee inputs into CHAMP is truthful, accurate, and complete; and (b) any information input into CHAMP on behalf of a patient is done so with such patient’s explicit consent in accordance with applicable law and the Services Agreement.
CHAMP may collect information about Licensee and Licensee’s use of CHAMP and send that to VoxNeuro USA and its Affiliates. VoxNeuro USA and its Affiliates may use this information to provide services and improve their respective products and services.
License Fees. Licensee shall pay VoxNeuro USA the fees set forth in the Services Agreement in accordance with the terms thereof.
Termination. All licenses granted in this EULA will terminate upon any termination or expiration of this EULA or the Services Agreement. VoxNeuro USA reserves the right to terminate access to CHAMP or to any information made available through CHAMP in VoxNeuro USA’s sole discretion at any time and without notice. VoxNeuro USA and its Affiliates shall not be liable to Licensee or to any third party for the termination of access to CHAMP.
Indemnification. Licensee agrees to indemnify and hold VoxNeuro USA, its Affiliates, and their respective directors, officers, employees, agents, and consultants harmless from any and all damages, costs, liabilities, and any claim or demand, including reasonable lawyers’ fees, made by any third party, due to or arising out of Licensee’s use of CHAMP, Licensee’s connection to the Products, or Licensee’s violation of this EULA in connection with Licensee’s use of CHAMP.
Limited Warranty and Disclaimer. THE PRODUCT IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY
KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VOXNEURO USA, 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 PRODUCT, 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, VOXNEURO USA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PRODUCT WILL MEET THE LICENSEE’S 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.
Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
IN NO EVENT WILL VOXNEURO USA OR ITS AFFILIATES BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR
INABILITY TO USE CHAMP; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE
FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT
COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS EULA, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT VOXNEURO USA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL VOXNEURO USA’S AND ITS AFFILIATES’ COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO VOXNEURO USA IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS SET FORTH IN SECTION 11 SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
VoxNeuro USA reserves the right to change this EULA at any time without prior notice. VoxNeuro USA will post any changes to the EULA here: https://docs.voxneuro.com/end-user-license-agreement/
. Licensee’s continued access to CHAMP shall be deemed to be acceptance by Licensee of the then current EULA, including any changes to the terms herein. It is Licensee’s obligation to visit this EULA frequently to stay informed of any changes.
Licensee shall not assign or otherwise transfer any of its rights or obligations under this EULA nor the licenses granted hereunder, without VoxNeuro USA’s prior written consent, which consent VoxNeuro USA may give or withhold in its sole discretion. Any purported assignment, delegation, or transfer in violation of this Section 12.2 is void.
The provisions of this EULA are for the benefit of the Parties, and for VoxNeuro USA’s Affiliates, only and not for any other Person.
Any notice, report, approval, authorization, agreement or consent required or permitted hereunder shall be in writing; notices shall be sent to the address the applicable Party has or may provide by written notice or, if there is no such address, the most recent address the Party giving notice can locate using reasonable efforts.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable.
This EULA shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. federal courts located in the State of New York, and both Parties consent to the jurisdiction of such courts.
This EULA and the Services Agreement are the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter hereof and any waivers or amendments shall be effective only if made in writing; however, any pre-printed or standard terms of any purchase order, confirmation, or similar form, even if signed by the Parties after the effectiveness hereof, shall have no force or effect.