The ArevoHealth mobile software product (the “Product”), as made available through the App Store, is licensed, not sold, to you. As used herein, “you” and “your” refer to the individual or entity that wishes to use the Licensed Application. Your license to this Product is subject to your prior acceptance of this Licensed Application End User License Agreement (this “License”), and you agree that the terms of this License will apply to this Product. Your license to this Product under this Licensed Application End User License Agreement is granted by ArevoHealth (“Licensor”). This Product, as subject to the license granted under this License, is referred to herein as the “Licensed Application.” Licensor reserves all ownership and intellectual property rights in and to the Licensed Application.
This Licensed Application supports most mobile devices, and certain supported data networks, and enables users to access, review and use certain data (and perform certain actions with such data) where such data is provided by a connection to an instance of the Licensor’s employers server edition of ArevoHealth, an application licensed by a third party (typically, your employer or medical provider) under a separate agreement with Licensor.
a. Scope of License: This license granted to you for the Licensed Application by Licensor is limited to a non-exclusive, non-transferable, non-sublicensable, revocable limited license to run the Licensed Application on your mobile device solely for the purpose of performing those functions and tasks available to you as an end user of the Licensed Application who: (1) connects to a properly licensed version of the server edition of ArevoHealth offered by Licensor and (2) who is using any mobile device that you own or control and as permitted by the Usage Rules set forth in Section 9.b. of the App Store Terms and Conditions (the “Usage Rules”). This license does not allow you to use the Licensed Application on any device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If you breach this restriction, you may be subject to prosecution and damages. You are not permitted to use the Licensed Application for any purpose other than as expressly permitted under this License. You acknowledge that Licensor may audit your use of the Licensed Application.
The terms of the license will govern any upgrades provided by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern, and you agree to promptly install any such upgrade and cease use of the prior version. Nothing in this paragraph creates an obligation for Licensor to prepare or provide any upgrades to the Product.
b. Consent to Use of Data: You agree that Licensor and the organization which is running the properly licensed server edition of ArevoHealth that you are then accessing through your use of the Licensed Application (each such entity, at the time of Your access, “Your ArevoHealth Employer”) may collect, store, process, maintain, upload, sync, transmit, share, disclose and use certain data and information, including but not limited to information or data regarding the characteristics or usage of your device, system and application software, user location data and user content (collectively “User Data”) to facilitate the provision of services or functionality for the Licensed Application, including, but not limited to authentication, performance optimization, software updates, product support and other services (if any) to you related to the Licensed Application or to otherwise improve Licensor’s products or to provide services or technologies to you. You acknowledge that use of the Licensed Application may result in User Data being transmitted between your device and a database server designated by Your ArevoHealth Employer and that such User Data may be collected, stored, processed, maintained and used by Your ArevoHealth Employerand/or transmitted or disclosed to or accessed by Licensor. More specifically, but without limiting the foregoing, you acknowledge that: (1) information regarding the hardware model and OS version of the device on which you are running the Product may be collected, transmitted to and stored on a database server designated by Your ArevoHealth Employer, may be transmitted to Licensor and may be used to make changes, updates or improvements to or to optimize the performance of the Product or to otherwise inform future development; and (2) audit logs reflecting your logins, logouts and the activities you have accessed through your use of the Licensed Application may be generated in connection with your use of the Product and may be collected, transmitted and stored on a database server designated by Your ArevoHealth Employer and may be made available to Your ArevoHealth Employerand may also be made available to Licensor for troubleshooting. BY CLICKING ON THE “ACCEPT” BUTTON, YOU EXPRESSLY CONSENT TO THE FOREGOING COLLECTION, STORAGE, PROCESSING, MAINTENANCE, UPLOADING, SYNCING, TRANSMITTING, SHARING, OR DISCLOSURE OF USER DATA. By continuing to use the Licensed Application, you indicate your continued consent to such collection, storage, processing, maintenance, uploading, syncing, transmitting, sharing, or disclosure of User Data as well as any collection, storage, transmission and use of data of the type and in the manner described herein and located within the Licensed Application
c. Termination. This License is effective until terminated by you or Licensor. Your rights under this License will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this License. Upon termination of this License, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
d. Services; Third Party Materials. The Licensed Application may enable access to Licensor’s and third party services and web sites (collectively and individually, “Services”). Use of the Services may require Internet access and that you accept additional terms of service. You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at your sole risk and that the Licensor shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties including Your ArevoHealth Employer (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Licensor does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. Neither the Licensor, nor any of its content providers guarantees the availability, accuracy, completeness, reliability, or timeliness of any information or data displayed by any Services or any Third Party Materials.
You agree that any Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Licensor is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services. You agree to comply with any applicable third party terms of agreement when using the Licensed Application, e.g., you must not be in violation of a wireless data service agreement when using the Licensed Application.
In the event of any third party claim that the Licensed Application or your possession and use of that Licensed Application infringes that third party’s intellectual property rights, Licensor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim as described herein. Provided that you have used the Licensed Application in accordance with the terms of this Agreement and you promptly notify Licensor of any claim against you of the type described below, Licensor agrees to defend or settle, and to indemnify and to hold you harmless from, any such claim brought against you to the extent that: (1) it is a claim of infringement of any patent, copyright, or trademark, in each case enforceable in the United States; (2) it is based on the use of the Licensed Application in the form supplied to you by Licensor; and (3) it is not based on the use of the Licensed Application in combination with other hardware or software except to the extent the use of the Licensed Application alone would constitute an infringement or misappropriation. You will promptly notify Licensor in writing of the claim, promptly provide Licensor with the information reasonably required for the defense of the same, and grant to Licensor exclusive control over its defense and settlement. Licensor may at its sole option and expense: (i) procure the right for you to continue to use the Licensed Application; (ii) modify or replace the Licensed Application or such portion thereof as Licensor deems appropriate; or (iii) terminate your license to the Licensed Application and refund any fees you paid for use of the Licensed Application. This section states the entire liability and obligation of Licensor to you with respect to infringement of any intellectual property rights.
In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the mobile device are not available in all languages or in all countries. The Licensor makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Licensor, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services or Third Party Materials at any time without notice. In no event will the Licensor be liable for the removal of or disabling of access to any such Services or Third Party Materials. The Licensor may also impose limits on the use of or access to certain Services or Third Party Materials, in any case and without notice or liability.
Licensor’s technical support organization may provide technical support for the Licensed Application directly to Your ArevoHealth Employer under a separate agreement, but Licensor does not provide technical support to you or any end user. Licensor and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
e. You agree that Licensor and the organization, which is running the properly licensed server edition of ArevoHealth that you are then accessing through your use of the Licensed Application, (each such entity, at the time of Your access, “Your ArevoHealth Employer”) may present incentives or rewards for the purchase or services from select healthcare providers. These are determined based on a proprietary combination of aggregated financial claim data, service reviews and healthcare provider offerings. The Licensor makes no warranty or representation regarding the efficacy of any service or the credentials of any healthcare provider. Participation in any incentive program is purely voluntary. Further, the licensor does not coordinate care, coverage or service with any health plan, therefore any service eligibility or coverage questions should be directed to your health Plan Administrator
f. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION AND YOUR RELIANCE ON THE OPERATION, OUTPUT OR RESULTS OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION (“APPLICATION SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY APPLICATION SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR APPLICATION SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR APPLICATION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR APPLICATION SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS AUTHORIZED REPRESENTATIVE, OR YOUR AREVOHEALTH PROVIDER SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR APPLICATION SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT OF ANY FAILURE OF THE LICENSED APPLICATION TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY APPLE, AND APPLE WILL REFUND THE PURCHASE PRICE FOR THE LICENSED APPLICATION TO YOU IF ANY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE LICENSED APPLICATION. APPLE SHALL HAVE NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE PROGRAM AND NO OBLIGATION TO ADDRESS ANY OF YOUR CLAIMS OR CLAIMS OF ANY THIRD PARTY RELATING TO THE LICENSED APPLICATION OR YOUR POSSESSION AND/OR USE OF THE LICENSED APPLICATION, INCLUDING, BUT NOT LIMITED TO: (I) PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE LICENSED APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.
g Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST OR MODIFIED DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, APPLICATION SERVICES, SERVICES, OR THIRD PARTY MATERIALS HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages exceed the amount of twenty dollars ($20.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
h. Export Restrictions. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Product for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
i. U.S. Government Users. The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
j. Licensor. The Licensor of the Licensed Application is ArevoHealth and is located at: 2910 E 57th Ave Suite 5, #166, Spokane, WA 99223. You acknowledge that Licensor does not provide technical support to you or any end user and your support, if any, for the use of the Licensed Application would be provided directly by Your ArevoHealth Employer. You may contact Licensor with any questions, complaints or claims with respect to the Licensed Application at email@example.com.
k. Third party beneficiary. You acknowledge and agree that the App Store and its subsidiaries are third-party beneficiaries to this license, and that, upon your acceptance of this License, the App Store will have the right (and will be deemed to have accepted the right) to enforce the terms of this License against you as a third party beneficiary thereof.
l. Choice of law; venue. The laws of the State of Washington, excluding its conflicts of law rules, govern this license, its construction, and your use of the Licensed Application. Any action arising under this License shall be brought exclusively in Washington, and you and Licensor expressly consent to the personal jurisdiction of the state and federal courts located in Washington for such purposes. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.