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1.1 This agreement governs your use of the FocalPoint Holdings, LLC. software product PRMPTLY software service suite here on know as “Software”. The Software is owned and copyrighted by FocalPoint Holdings, LLC.(“FocalPoint Holdings”). This license confers no title or ownership in the Software and should not be construed as a sale of any right in the Software.
1.2 FocalPoint Holdings reserves the right, in its discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon notice published on FocalPointHoldings.com. Your continued use of the Software constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by FocalPoint Holdings as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease all use of the Software.
1.3 FocalPoint Holdings grants you a license to use one copy of Software on any one computer for as many licenses as you purchase. “You” means the company, entity, or individual whose funds are used to pay the license fee. “Use” means storing, loading, installing, executing, or displaying the Software. This license is not transferable to any other company, entity, or individual.
2.1 You acknowledge that the Software includes medical information comprised of algorithms, images, text, and other material (collectively, the “Content”) that are protected by copyright, trademark or other proprietary rights of FocalPoint Holdings or third parties. All Content within the Software is copyrighted as a collective work of FocalPoint Holdings pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Software. Users of the Software may use the Content only for his or her personal, noncommercial use.
2.2 You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in this Agreement. Content in Software may not be reverse engineered unless specifically authorized by FocalPoint Holdings.
2.3 You may download or copy the Content only for your own personal use, provided that you maintain all copyright and other notices contained in such Content. Except as expressly permitted by the copyright laws, no copying, storage. redistribution or publication of any Content is permitted without the express written permission of FocalPoint Holdings.
2.4 You understand that any medical Content contained in the Software is summarized from a variety of sources FocalPoint Holdings believes to be accurate. You acknowledge there is an extremely high likelihood that errors exist within this Content. Further, you understand that the Content has been severely abbreviated and information has or may have been omitted. You also understand the Content is for historical documentation purposes only and it represents your opinion. You understand that the Content is not intended to be used to make any medical decisions (nor should it be). You agree to refer to other publications and obtain the proper medical training to make sound medical decisions. Under no circumstance will you hold FocalPoint Holdings, its employees, or its agents liable for any aspect of Software.
3.1 FocalPoint Holdings indemnifies and hold you harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys’ fees) incurred by any FocalPoint Holdings Party in connection with any use or alleged use of the Software. FocalPoint Holdings reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with FocalPoint Holdings’ defense of such claim.
4.1 FOCALPOINT HOLDINGS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE; NOR DOES FOCALPOINT HOLDINGS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SOFTWARE OR CONTENT. THE SOFTWARE AND CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. FOCALPOINT HOLDINGS AND THEIR RESPECTIVE AGENTS DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE OR CONTENT. FOCALPOINT HOLDINGS DOES NOT WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SERVICE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THEENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.
4.2 FOCALPOINT HOLDINGS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 IN NO EVENT WILL FOCALPOINT HOLDINGS OR ITS SUPPLIERS OR LICENSORS BE LIABLE (WHETHER IN TORT OR CONTRACT INCLUDING BREACH OF WARRANTY) FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS, OR OTHER PECUNIARY LOSS) ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.
4.4 IN NO EVENT SHALL FOCALPOINT HOLDINGS’ CUMULATIVE LIABILITIES, INCLUDING LEGAL FEES, FOR ANY DAMAGES, PENALTIES, OR LOSS, REGARDLESS OF THE FORM OF THE ACTION OR CLAIM, EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO FOCALPOINT HOLDINGS BY YOU DURING THE IMMEDIATLEY PRECEDING THREE (3) MONTHS BEFORE THAT CLAIM IS BROUGHT.
5.1 This Agreement shall be construed in accordance with the laws of the State of New Jersey, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in Colts Neck, New Jersey. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter
6.1 “When you opt-in to appointment notifications from PRMPTLY, we will send you a message to confirm your signup. PRMPTLY SMS campaigns are sent to opted in subscribers for appointment information, including payment reminders, and one-time passcodes. Message and data rates may apply. Message frequency varies. Text “HELP” to XXXXX for help. You can cancel this service at any time. Just text “STOP” to XXXX. After you send the message “STOP” we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive messages from us. If you want to join again, just sign up as you did the first time, and we will start sending messages to you again. Message frequency varies. For all questions about the services provided by this short code, you can contact: +1-843-633-3374 or mailto:promptly@focalpointholdings.com”
6.2 “PRMPTLY: Thank you for subscribing to appointment updates. Reply STOP to stop, Reply HELP for help, Message frequency and message and data rate may apply”
End User Software License Agreement
