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Personify Health-Microsoft Teams End User License Agreement

Last updated 10/30/2024

1. GENERAL TERMS & CONDITIONS

You, our member (hereinafter “You”), may use the application (“App”) as described below.  This End User License Agreement for the App (“EULA” or “Agreement”) is to be interpreted along with your rights and obligations in the Membership Agreement and the Privacy Notice you agreed to most recently, and the succeeding Membership Agreement and Privacy Notice you agree to thereafter.  We will refer to Personify Health in this EULA as the “Provider”.  You and Provider may be called a “Party” hereunder or the “Parties” for both of us.

2. ACCESS, USE AND PARTICIPANTS

2.1    Provision of Access for Participant.  Provider hereby grants to You a non-exclusive, non-transferable, (a) object-code only, non-exclusive, non-transferable license to use the App, and (b) right to permit access to the Application Services for the number of Participants specified on the Order Form, for which you have paid the applicable fees solely in accordance with the terms and conditions of this EULA and the Membership Agreement.

2.2 Usage Restrictions. You will not (a) copy or duplicate the App; (b) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any App component of the App is compiled or interpreted; (c) modify the Application Services or App or the Documentation, or create any derivative product from any of the foregoing, except with the prior written consent of Provider; or (d) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Your rights under Sections 2.1 or 2.2.  You shall notify Provider immediately of any unauthorized use of any password or account or any other known or suspected breach of security.

2.3 US Export Controls and Trade Sanctions Compliance. You will not request access to the App for provide access to the App to another person who would be prohibited from receiving goods or services from the Provider pursuant to US Export Controls and Trade Sanctions, including but not limited to Blocked Persons or persons who are located in Embargoed Jurisdictions. Provider shall be under no obligation to provide such persons with access to the App.

2.4 Retained Rights; Ownership.  Subject to the rights granted in this EULA, Provider retains all right, title and interest in and to the App, and You acknowledge that You neither own nor acquire any additional rights in and to the foregoing not expressly granted by this Agreement. You further acknowledge that Provider retains the right to use the foregoing for any purpose in Provider’s sole discretion. Nothing in this Agreement shall be construed as granting the You any right, title or interest in or to the Provider’s services and App.

3. UNAUTHORIZED USE

You and Provider acknowledge and agree that Provider, in the exercise of Provider’s sole discretion, shall be permitted to adjust, remove, or otherwise alter Your activity or statistics achieved in a manner that violates the Membership Agreement or have otherwise been accumulated in a fraudulent or dishonest manner.

4. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY

4.1 Disclaimer. EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY. PROVIDER DOES NOT WARRANT THAT THE APP OR ANY OTHER SERVICES PROVIDED BY PROVIDER WILL MEET YOU’S REQUIREMENTS OR THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. PROVIDER’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

4.2 Exclusions of Remedies. IN NO EVENT WILL PROVIDER BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

4.3 Limitation of Liability. UNLESS PROHIBITED BY LAW, THE CUMULATIVE LIABILITY OF PROVIDER TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED TWO HUNDRED DOLLARS ($200.00). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

4.4 Essential Basis of the Agreement. You acknowledge and understand that the disclaimers, exclusions and limitations of liability set forth in this Section 4 form an essential basis of the Agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement will commence on the day you agree to this EULA (“Effective Date”) and will expire at the end on the earlier of these two dates: the day You terminate Your membership with Provider or the date one of us terminates the Membership Agreement for breach (the “Term”).

5.2 Termination for Breach. Either Party may, at its option, terminate this Agreement in the event of a material breach by the other Party. Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and this Agreement will terminate in the event that such cure is not made within such thirty (30) day period. Additionally, either Party may immediately terminate this agreement in the event that the other Party: (a) commits any dishonest or fraudulent act, or (b) behaves in a manner which, in the first Party’s reasonable opinion, is likely to adversely affect the reputation or public image of the other Party. Notwithstanding the foregoing, Provider may immediately terminate this Agreement without prior notice or the opportunity to cure if the Your material breach results in a violation US Export Controls and Trade Sanctions law.

5.3 Suspension of Access. Provider may suspend access to the App in the event any undisputed amount due under this Agreement is not received by Provider within thirty (30) days from invoice.

5.4 Effect of Termination. Upon any termination of this Agreement, You will immediately discontinue all use of the App.

6. MISCELLANEOUS

6.1 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.

6.2 Force Majeure. Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party’s reasonable control, including, by way of example, Internet access outside of Provider’s control, war, terror, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than ninety (90) days, the other Party may terminate this Agreement upon thirty (30) days’ written notice.

6.3 Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OR TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. FOR PURPOSES OF ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF RHODE ISLAND.

6.4 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement.

6.5 Interpretation. The terms of this Agreement shall not be interpreted or construed to the disadvantage of a party because that party was responsible for its preparation.