To complete the registration process and gain access to Spōk Care Connect, read the terms and conditions of the agreement (‟Agreement”) below. Completion of the registration process will indicate you agree with the Agreement. If you do not agree with the Agreement do not continue with the registration process and you will not be provided access to Spōk Care Connect (the ‟Software”). By completing the registration process you become an authorized user of Spōk Care Connect and agree to be bound by the terms and conditions of the Agreement.
Software License Grant. Spōk hereby grants Licensee for the term of this Agreement a non-exclusive and non-transferable, revocable, limited license to use or access Spōk Care Connect, in object code form only. In no way does the License grant the Licensee to grant sub-licenses or authorizations, whether exclusive or non-exclusive, to third parties for access to or use of the Software.
Software License Limitations. Licensee shall not: (i) adapt the Software or create derivative versions of the Software; (ii) transmit, distribute or supply, whether by rental, sale, licensure, loan, or any other mechanism, partially or in full, the Software to any third party; (iii) rework the Software (e.g., for the purpose of correcting deficiencies) or make additions or improvements to the Software; (iv) reverse engineer the Software or attempt to derive source code from the Software; (v) alter or modify the Documentation; (vi) use the Software to provide support to or a service to any third party; (vii) copy the Software for any reason (including in a virtual environment, creating a test environment, redundant environment, for disaster recovery purposes, or replication of the Software, except to the extent Spōk has given prior written consent to Licensee to copy the Software or the Licensee has licensed additional copies of the Software for the above purposes; (viii) remove or alter any of the confidential, proprietary or intellectual property rights notice(s) embedded in or that Spōk otherwise provides with the Software; and (ix) simultaneously use the same User ID (profile) on more than one computer terminal, mobile device or access point.
Disclaimer of Warranty. Spōk Care Connect is provided ‟as is,” without warranty of any kind, express or implied, including but not limited to, ANY warranties of performance, merchantability OR fitness for a particular purpose. SPŌK EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE. OR WILL OPERATE WITHOUT INTERRUPTION, OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN IDENTIFIED IN THE DOCUMENTATION. SPŌK DOES NOT WARRANT THAT THE SOFTWARE, SUPPORT, HARDWARE OR SERVICES ARE FREE OF NONMATERIAL DEFECTS OR THAT THEY WILL MEET THE SPECIFIC REQUIREMENTS OR NEEDS OF LICENSEE'S BUSINESS. ALL WARRANTIES ARE VOID IF THE PRODUCT HAS BEEN MODIFIED BY ANYONE OTHER THAN SPŌK.
Secondary Use for Notification. Licensee understands and agrees that any Product used to assist in providing system notification to its users is limited to secondary notification only and that Licensee's own systems provide primary notification. Spōk disclaims any warranty or responsibility for providing system notification to Licensee's users.
Limitation of Liability. SPŌK'S AGGREGATE AND CUMULATIVE LIABILITY FOR RESCISSION AND/OR DAMAGES TO LICENSEE WILL BE, WHETHER IN CONTRACT OR TORT, LIMITED TO ACTUAL DIRECT MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE AGGREGATE FEES PAID BY LICENSEE TO SPŌK FOR USE OF THE PRODUCT, EXCLUDING FEES PAID MORE THAN ONE YEAR PRIOR TO LICENSEE'S INITIAL NOTICE OF THE CLAIM TO SPŌK. IF NO DISCRETE FEE IS IDENTIFIED IN THE APPLICABLE ORDER FORM, SPŌK'S CUMULATIVE LIABILITY TO LICENSEE WILL BE AN AMOUNT NOT TO EXCEED THE FEE REASONABLY ASCRIBED BY SPŌK FOR THE COMPONENT SYSTEM GIVING RISE TO THE LIABILITY. IN NO EVENT WILL SPŌK BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF REVENUE OR LOSS OF DATA OR BUSINESS INTERRUPTION WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SPŌK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE SHALL NOT SEEK OR APPLY FOR SUCH DAMAGES.
Compliance with Laws. Licensee will comply with all laws, rules and regulations applicable to the use of the Software, including but not limited to (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) and its implementing regulations. Without limiting the generality of the foregoing, Licensee shall comply with the medical device reporting requirements set forth at 21 C.F.R. Part 803, Subpart C, to the extent applicable; (ii) U.S. export controls; (iii) U.S. Foreign Corrupt Practices Act; (iv) the Health Insurance Portability and Accountability Act of 1996 (‟HIPAA”) and subsequently the Health Information Technology for Economic and Clinical health Acta (‟HITECH”) and/or (v) other similar laws and regulations that are applicable to the Licensee. Licensee acknowledges that Spōk is not providing any electronic communications service and that Licensee is solely responsible for complying with any legal requirements applicable to its provision or use of electronic communications services in connection with the Software. Licensee shall not export the Products from the country of initial delivery by Spōk without Spōk's prior written authorization and compliance with applicable law.
Responsibility for Certain Matters. Licensee is responsible for all access to and use of Spōk Care Connect by means of Licensee's equipment or Licensee's password, whether or not Licensee has knowledge of or authorizes such access and use. Licensee will not share Licensee's password with any other person or entity.
No Assignment. Licensee may not assign, sublicense or otherwise transfer this Agreement or any part of it to a third party without Spōk's prior written consent.
Licensee Content. Licensee grants Spōk a worldwide right to use, host, store, reproduce, modify, create derivative works, communicate, and publish all content uploaded to the Software by Licensee, or any other party using the Software, as may be necessary to provide Licensee with Spōk Care Connect. Licensee by this Agreement as well as through its access and usage of Spōk Care Connect expressly permits access to any content Licensee creates or transmits through Spōk Care Connect to Spōk and to any administrator to whom Licensee grants or to whom administrative rights are automatically granted over Licensee's usage of the Software. Licensee is responsible for ensuring that it has all of the necessary rights in any content it uploads through Spōk Care Connect and that all content uploaded by Licensee does not infringe on the rights of any copyright owners, violate any applicable laws or violate the terms of any license or agreement. Upon receipt of adequate notice under the Digital Millennium Copyright Act (17 U.S.C.A § 512), Spōk reserves the right to delete or disable any content uploaded by Licensee alleged to infringe on the intellectual property rights of any third party.
Charges and Modification of Charges. Spōk reserves the right to modify the charges applicable to Licensee's usage of Spōk Care Connect at any time by providing advance written notice to Licensee.
Term and Termination. This Agreement will be effective upon Licensee's first access to Spōk Care Connect through Licensee's password. Spōk may terminate this Agreement at any time by revoking Licensee's account. Upon any termination of this Agreement, Licensee's account will automatically be revoked.
General Provisions. If any provision(s) of this Agreement is determined by a court to be void, invalid, unenforceable or illegal, the enforceability of the other provisions of the Agreement will not be affected. Failure to enforce any provision of this Agreement will not waive a party's right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part thereof.