"CLINIBEE SOFTWARE” (AS DEFINED MORE FULLY BELOW) IS THE SOFTWARE TO ACCESS AND REVIEW CERTAIN HEALTHCARE INFORMATION THE SUBJECT OF THIS LICENCE AGREEMENT (“LICENCE”).
PLEASE READ THIS LICENCE CAREFULLY BEFORE USING THE CLINIBEE SOFTWARE. BY USING THE CLINIBEE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT INSTALL AND/OR USE THE CLINIBEE SOFTWARE.
IMPORTANT NOTE: To the extent that this software may be used to reproduce, modify, publish and distribute materials, it is licensed to you only for reproduction, modification, publication and distribution of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce, modify, publish or distribute. If you are uncertain about your right to copy, modify, publish or distribute any material, you should contact your legal adviser.
A. The Clinibee Software, any third-party software, documentation, interfaces, content, fonts and any data accompanying this Licence whether on disk, in read only memory, on any other media or in any other form (collectively the “Clinibee Software”) is licensed, not sold, to you by UBQO Limited (“UBQO”) for use only under the terms of this Licence. UBQO and/or UBQO’s licensors retain ownership of the Clinibee Software and reserve all rights not expressly granted to you.
B. UBQO, at its discretion, may make available future upgrades or updates to the Clinibee Software. The terms of this Licence will govern any software upgrades or updates provided by UBQO to the Clinibee Software product, unless such upgrade or update is accompanied by a separate licence in which case you agree that the terms of that licence will govern such upgrade or update.
Subject to the terms and conditions of this Licence, including the provisions of Section 2B, you have the right to use the Clinibee Software and are granted a limited, non-transferable, non-exclusive licence:
(i) to download, install, use and run, for professional healthcare education (and other non-commercial use as may be agreed with UBQO), one (1) copy of the Clinibee Software directly on each smartphone that you own or control; and
(ii) if you are a healthcare provider, commercial enterprise or educational institution, to download, install, use and run one (1) copy of the Clinibee Software for use either: (a) by a single individual on each smartphone that you own or control, or (b) by multiple individuals on a single shared computer that you own or control. For example, a single employee may use the Clinibee Software on both the employee’s smartphone and computer, or multiple employees or students may serially use the Clinibee Software on a single computer located at the premises of the relevant institution.
B. Health Provider Contract
If you obtained the Clinibee Software under a contract that a healthcare provider has concluded with UBQO, the terms of that contract will determine the number of copies of the Clinibee Software you are permitted to download, install, use and run on smartphones or computers that you own or control. Except as agreed to in writing by UBQO, all other terms and conditions of this Licence shall apply to your use of the Clinibee Software obtained under such health provider contract.
C. User ID
Use of the Clinibee Software requires the creation of a Service account and a unique user name and password combination, known as a User ID. A User ID is also required to access updates to the Clinibee Software and certain features and Services (as defined in Section 5). The User ID will be used by UBQO to verify the eligibility of your update request. You agree that UBQO may transmit, collect, maintain, process and use these identifiers, including the User ID information you provide, as unique account identifiers for the purpose of providing you access to the Clinibee Software and any update and is a type of personal information which is further referred to in Section 4.
D. Content and Digital Materials
E. Medical, health and other financial information
Although the information displayed by the Clinibee Software is provided for healthcare education and other general informational purposes it is not intended to be relied upon as, or a substitute for, specific medical advice in relation to the treatment of any individual. As a user of the Clinibee Software you are responsible for the medical, health or other decisions made by you and any consequences resulting therefrom. Neither UBQO nor any of its licensors guarantees the accuracy, completeness, or timeliness of medical, health information or other information appearing within the Clinibee Software or that desired results will be obtained.F. No Reverse Engineering. You may not, and you agree not to or enable others to, copy (except as expressly permitted by this Licence), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Clinibee Software or any services provided by the Clinibee Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by the licensing terms governing use of open-sourced components that may be included with the Clinibee Software).
G. Compliance with Laws
You agree to use the Clinibee Software and the Services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Clinibee Software and Services.
H. Automatic Updates
If you opt into automatic app updates, your smartphone or computer will periodically check with UBQO for updates and upgrades to the Clinibee Software and, if an update or upgrade is available, the update or upgrade will automatically download and install onto your smartphone or computer.
A. Clinibee Software including any modified Clinibee Software, is not transferable. If you sell your smartphone or computer to a third party, you must remove the Clinibee Software from the smartphone or computer before doing so.
B. Any copy of the Clinibee Software that may be provided by Clinibee for promotional, evaluation, diagnostic or restorative purposes may be used only for such purposes and may not be resold or transferred.
A. The Services.
During the provision of the Services enabled by the Clinibee Software, UBQO and its agents may collect, maintain and process information, including in some cases personal information you have shared with UQBO in order to:
Operate, maintain, administer and improve the Clinibee Software and the Services;
To manage and communicate with you regarding your Service account if you have one, including by sending you Service announcements, technical notices, updates, security alerts, and support and administrative messages;
To better understand your needs and interests, and personalize your experience with the Service; and to respond to your Service-related requests, questions and feedback
By opening a Service account to use the Clinibee Software you are agreeing that your personal information can and will be used to provide the Services as set out above.
B. Other Uses of Information.
UBQO and its agents may also collect, maintain and process information which may include your personal information in order to send you marketing information, to create anonymous data for certain business purposes to ensure security compliance, fraud prevention and safety to comply with the law or legal claims.
The Clinibee Software may enable access to other Clinibee and third-party services and web sites (collectively and individually, “Services”). Use of these Services requires Internet access and use of certain Services may require a User ID, may require you to accept additional terms and may be subject to additional fees. By using this software in connection with such Services you agree to the applicable terms of service for that account.
B. Offensive Content
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. Nevertheless, you agree to use the Services at your sole risk and that UBQO shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.
C. Third Party Services Content
Clinibee Software may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. By using the Services, you acknowledge and agree that UBQO 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. UBQO, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party 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.
D. Responsibility for use of Services
To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of services applicable to the Services. You agree that the Services contain proprietary content, information and material, including but not limited to any Digital Materials, that is owned by UBQO, the site owner and/or their licensors, and 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 or in any manner that is inconsistent with the terms of this Licence or that infringes any intellectual property rights of a third party or UBQO. 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, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or 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 UBQO is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
E. In addition, Services and Third-Party Materials that may be accessed, linked to or displayed through the Clinibee Software are not available in all languages or in all countries. UBQO 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 use or 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 and privacy and data collection laws. UBQO and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will UBQO be liable for the removal of or disabling of access to any such Services. UBQO may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
This Licence is governed by the terms of your agreement with UQBO, or where you receive the Services from a healthcare provider with whom UQBO has concluded an agreement, that agreement, which will include the term of the Licence.. The Licence is effective until terminated. Your rights under this Licence will terminate automatically or otherwise cease to be effective without notice from UBQO if you fail to comply with any term(s) of this Licence. Upon the termination of this Licence, you shall cease all use of the Clinibee Software and destroy all copies, full or partial, of the Clinibee Software. Sections 3, 4, 5, 6, 7, 8, 9 and 10 of this Licence shall survive any such termination.
A. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE CLINIBEE SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE CLINIBEE SOFTWARE IS AT YOUR SOLE RISK.
B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLINIBEE SOFTWARE AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND UBQO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CLINIBEE SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
C. UQBO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CLINIBEE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE CLINIBEE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CLINIBEE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE CLINIBEE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES, OR THAT DEFECTS IN THE CLINIBEE SOFTWARE WILL BE CORRECTED. YOU ACKNOWLEDGE THAT INSTALLATION OF THIS CLINIBEE SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES.
D. YOU FURTHER ACKNOWLEDGE THAT THE CLINIBEE SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE CLINIBEE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
E. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UBQO OR A UQBO-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CLINIBEE SOFTWARE PROVE DEFECTIVE, IT SHALL BE WITHIN THE DISCRETION OF UBQO TO REMEDY ANY DEFECT AND UBQO WILL NOT BE LIABLE FOR ANY COST OR DAMAGE INCURRED INDEPENDENTLY BY YOU TO REMEDY ANY DEFECT.
EXCEPT WHERE APPLICABLE LAW SPECIFICALLY PROHIBITS EXCLUSION OF LIABILITY, UBQO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT ARISES FROM THE USE OR ATTEMPTED USE BY YOU OF THE CLINIBEE SOFTWARE OR THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT LOSS, LOSS OF PROFITS, LOSS OF DATA, LOSS ARISING FROM THE FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION OR ANY OTHER KIND OF LOSS OR DAMAGE.
This Licence will be governed by and construed in accordance with the laws of England and Wales. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Licence shall continue in full force and effect.
This Licence and the terms of your individual agreement with UQBO, or (as appropriate) the terms of the relevant agreement with the healthcare provider, constitute the entire agreement between you and UBQO relating to the use of the Clinibee Software and supersede all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Licence will be binding unless in writing and signed by UBQO.