This Agreement sets forth the terms and conditions in regards to the mobile application with which it is provided. The Application is owned by Middleton Pediatrics. To download, install or use this App, You must agree to be bound by all of the terms of this Agreement. By downloading, installing or using this App, You are agreeing to be bound by all of these terms. Middleton Pediatrics may, from time to time, change the terms of this Agreement. You agree to review any such changes. Your continued use of the App will be deemed to be acceptance of such changes.
LICENSE AND RESTRICTIONS
Subject to the terms and conditions herein, Middleton Pediatrics hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use this App in object code form only, and the content, and documentation provided for such use, only, for your personal use on any iOS or Android device that You own or control, and as permitted by the Usage Rules set forth in the Apple App Store and Google Play Terms of Service. You agree not to sell, rent, lease, transfer, sublicense, provide service bureau or timeshare services, distribute or otherwise make the App available to third parties for any reason. You further agree not to: (i) modify, translate, copy, reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to create the source code of the App, or (ii) modify or create derivative works of the App, or use the App in whole or in part for any purpose except as expressly provided in this Agreement. You also agree not to allow or permit others, directly or indirectly (including but not limited to the use of wizards, agents, bots, or other utilities) to perform any of the actions prohibited in (i) and (ii) in the immediately preceding sentence.
THIRD PARTY TERMS OF AGREEMENT
Certain components of the App may be provided by third parties. Any software, content or services provided by Middleton Pediatrics from a third party (“Third Party Components”) is provided to You hereunder subject to the terms and conditions of the applicable third party, which terms and conditions for such Third Party Components may change from time to time and if not otherwise provided to you are available by request from Middleton Pediatrics. If any such Third Party Components become unavailable to Middleton Pediatrics for any reason, or Middleton Pediatrics deems it appropriate, in its reasonable discretion, then Middleton Pediatrics may remove or replace such Third Party Components. In addition to complying with the terms of Third Party Components, You must comply with all applicable third party terms of agreement for items not provided by Middleton Pediatrics, while using the App, such as the terms of your agreement with your wireless data service provider.
SPECIFIC DISCLAIMER CONCERNING MEDICAL INFORMATION
The information provided by the App is for your informational purposes only. It is not a substitute for medical advice. All medical information presented should be discussed with your healthcare professional. Remember, the failure to seek timely medical advice can have serious ramifications. We urge you to discuss any current health related problems you are experiencing with a healthcare professional immediately.
RESERVATION OF RIGHTS
Middleton Pediatrics and/or its licensors shall at all times solely and exclusively own all right, title, and interest in and to the App, its content and the related documentation, materials created or generated by Middleton Pediatrics as well as the specifications, technology and all intellectual property or other rights in the foregoing, including but not limited to any and all modifications and derivative works. No implied licenses are granted. Middleton Pediatrics may, in its sole discretion, modify, alter, suspend or discontinue the provision of the App at any time.
You shall use the App only in accordance with the terms of this Agreement, applicable law, and the rules, policies and procedures established by Middleton Pediatrics for use of the App. You agree to use the App in a manner consistent with all applicable standards and requirements, local, state, and national laws and regulations, and otherwise in accordance with this Agreement and any rules, policies and procedures established by Middleton Pediatrics. By providing information to the App, You represent and warrant that all information provided to Middleton Pediatrics in connection with your use of the App, including in the process of registration for the App, is true, accurate and complete. You are responsible for obtaining and maintaining all equipment and systems necessary to access the App and for paying all charges, including data charges to your wireless carrier, related thereto.
You agree not to access or use the App in an unlawful way or for an unlawful or illegitimate purpose. You shall not post, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the App through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use the App in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the App for any purpose.
OPERATION AND RECORD RETENTION
Middleton Pediatrics is not responsible for maintaining data arising from the use of the App. Middleton Pediatrics reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the App pursuant to any internal record retention and/or destruction policies as such policies may be amended from time to time.
Middleton Pediatrics and/or its licensors and suppliers may use and combine, in a non-identifiable format, the information you provide through the App with information from other users to create aggregate data that may be disclosed to third parties for general public health, commercial, or other purposes. Aggregate data does not contain any information that could be used to contact or identify you.
NON-DISCLOSURE AND CONFIDENTIALITY
In using the App, You will have access to confidential information of Middleton Pediatrics and its licensors (“Confidential Information”) that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, functional specifications, technical materials and information, and related documentation.
You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. You shall implement and maintain appropriate safeguards to protect the confidentiality, integrity, and availability of all Confidential Information, to protect against reasonably anticipated threats or hazards, and to prevent use or disclosure of Confidential Information accessed through the Services other than as permitted by this Agreement or required by law. Such safeguards shall comply with all applicable federal, state, and local requirements and with security measures and controls that may be required from time to time by Middleton Pediatrics and its licensors and suppliers.
Without limiting the foregoing, You agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the App and the Confidential Information only as needed to use the App; (ii) not to access, use or disclose any Confidential Information that You have no legitimate authorization to access, use or disclose; (iii) not to access the App or any Confidential Information for any other individual or any unauthorized third party; (iv) to restrict physical and system access to the App as well as any equipment which contains Confidential Information or which gives access to the App; and (v) implementing procedures to ensure no computer or terminal with live access to the App is left unattended at any time.
You immediately shall notify, and cooperate fully with Middleton Pediatrics in the event You discover or suspect: (a) any unauthorized use of or access to the App; (b) any inappropriate use or disclosure of information contained in the App or obtained through use of the App; (c) the recognition or introduction of any virus, worms, Trojan horses and other destructive items; or (d) any Security Incident (as defined in the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR parts 160, 162 and 164 and any applicable state law). If in the opinion of Middleton Pediatrics, a breach has affected or may affect any other App user or any individual whose Protected Health Information (as defined in the Security Standards) is contained on the App or Middleton Pediatrics system, then Middleton Pediatrics , in its discretion, may notify such user or individual of the breach or may require You to immediately notify such user or individual of the breach.
You agree to notify Middleton Pediatrics immediately if You become aware of any medical incident, error or adverse event arising out of any conversation, advice or service rendered to You using the App which may reasonably be expected to give rise to a claim being made by You or if You have been named in any claim or suit arising out of any conversation, advice or service rendered by You using the App.
You or Middleton Pediatrics may suspend or terminate Your access to or use of the App at any time, for any reason or for no reason. Middleton Pediatrics has the right (but not the obligation) to refuse to provide access to the App to any person, agency or organization, or to prohibit any person, agency or organization from using the App, at any time, for any reason or for no reason at all, in our sole discretion. Middleton Pediatrics reserves the right to change, suspend, or discontinue all or part of the App, temporarily or permanently, without prior notice. Middleton Pediatrics reserves the right to delete or change any password or other information at any time, for any reason or for no reason. You acknowledge and agree that the obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.
VIOLATION OF THIS AGREEMENT
You acknowledge that Your access to the App shall be immediately suspended and this Agreement shall be terminated if You violate any provision of this Agreement. You acknowledge and agree that a violation of this Agreement by You will result in irreparable injury for which monetary damages are an inadequate remedy that will entitle Middleton Pediatrics to obtain, without the posting of any bond or other security, a court order prohibiting You from using the App or any Confidential Information.
All of the content available on or through the App is the property of Middleton Pediatrics or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through the App to anyone, including but not limited to others in Your organization. Any copy made of information obtained through the App must include the copyright or other proprietary notices contained on such materials. All software and accompanying documentation or content made available for download from the App is the copyrighted work of Middleton Pediatrics or its licensors. All Middleton Pediatrics trade and service names are trademarks of Middleton Pediatrics. All other brands and names are the property of their respective owners. Nothing contained in this Agreement or in the App should be construed as granting any license or right to use any trademark of Middleton Pediatrics or its licensors or suppliers without the express written permission of Middleton Pediatrics or such third-party that may own the trademark.
Areas accessed using the App may contain links to other web sites. Please note that when You click on any of these links, You are entering another web site for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. You are responsible to read the terms and conditions, data-gathering practice and privacy policies of all linked sites as they may materially differ from ours. You agree that Middleton Pediatrics shall not be responsible for any loss or damage of any sort incurred as a result of any such links, or the websites or services accessed through such or as the result of the presence of such links on this site. It is up to You to take precautions to ensure that whatever linked material You select is free of items such as viruses, worms, Trojan horses and other destructive items. Middleton Pediatrics may remove or replace any link at any time in its sole discretion.
THE APP, ACCESS TO THE APP AND THE INFORMATION CONTAINED VIA THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MIDDLETON PEDIATRICS DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, MIDDLETON PEDIATRICS DOES NOT WARRANT THAT ACCESS TO THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES MIDDLETON PEDIATRICS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE APP OR ANY OF THE INFORMATION CONTAINED THEREIN. NO ADVICE OR OTHER REPRESENTATIONS BY MIDDLETON PEDIATRICS OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE APP AND YOUR RELIANCE UPON ANY OF THE CONTENTS ACCESSED IS AT YOUR SOLE RISK.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE APP OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION VIA THE APP CAUSED BY YOU. MIDDLETON PEDIATRICS CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE APP. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY. APPLE OR GOOGLE HAVE NO OBLIGATIONS UNDER THIS WARRANTY OR UNDER THIS AGREEMENT.
LIMITATIONS OF LIABILITY
IN THE EVENT OF ANY PROBLEM WITH THE APP, OR ANY CONTENT ACCESSED VIA THE APP, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE APP. UNDER NO CIRCUMSTANCES SHALL MIDDLETON PEDIATRICS OR ANY LICENSOR OR SUPPLIER OR APPLE OR ITS SUBSIDIARIES, OR GOOGLE OR ITS SUBSIDIARIES BE LIABLE IN ANY WAY FOR YOUR USE OF THE APP OR THE SYSTEM OR ANY OF THE CONTENTS ACCESSED, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.
UNDER NO CIRCUMSTANCES SHALL MIDDLETON PEDIATRICS OR ITS LICENSORS OR SUPPLIERS OR APPLE OR ITS SUBSIDIARIES, OR GOOGLE OR ITS SUBSIDIARIES BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE APP, THE SYSTEMS OR ONLINE CARE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU HEREBY RELEASE AND AGREE TO HOLD HARMLESS MIDDLETON PEDIATRICS, ITS LICENSORS AND SUPPLIERS AND APPLE AND GOOGLE FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE APP OR THE APP SYSTEM. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of the App, You agree to indemnify, hold harmless, and defend Middleton Pediatrics , and its parents, subsidiaries, affiliates, licensors, suppliers and Apple, and Google, and the officers, directors, affiliates, subcontractors, agents and employees of each of them (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) Your use of the App; (ii) Your failure to comply with any applicable laws and regulations; and (iii) Your breach of any of Your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party. Apple and Google have no obligations under this Agreement including, without limitation, any obligation to indemnify You for any third party claims, any responsibility for the operation of the App, or any provision of maintenance or support for the App.
This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to it rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You consent to the exclusive jurisdiction of the federal and state courts located in Philadelphia Pennsylvania for the resolution of any dispute based upon or relating to this Agreement. You also agree to comply with any applicable export laws applicable to your use of the App. You agree that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties. This Agreement constitutes the sole Agreement between you and Middleton Pediatrics for your use and our provision of the App and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or Middleton Pediatrics. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by Middleton Pediatrics of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties. Apple and Google are third party beneficiaries of this Agreement and as such have the right to enforce the terms and conditions of this Agreement against you.
A printed or electronic version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.