MOBILE APP END-USER LICENSE AGREEMENT

Please read this Mobile Application End-User License Agreement (“EULA”) carefully before downloading or using the Parrot.MD Inc. (“Parrot.MD”) mobile application (“Mobile App”), which allows You to access Parrot.MD’s internet-delivered service (“Service”) from Your mobile device. This EULA forms a binding legal agreement between you (collectively “You” or “Your”) and Parrot.MD (each separately a “Party” and collectively the “Parties”) as of the date you download the Mobile App. Your use of the Mobile App is subject to this EULA and, to the extent you or your employer executes a separate subscription agreement, Your use of the Service will also be subject to such separate subscription agreement governing such use (the “Subscription Agreement”). With respect to the use of the Mobile App, and to the extent the Subscription Agreement conflicts with this EULA, the terms of this EULA will govern and control with respect to use of the Mobile App. 

 

BY INSTALLING, DOWNLOADING, USING OR CLICKING THE “AGREE” BUTTON YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE MOBILE APP AND YOU MUST DELETE IT FROM ANY AND ALL YOUR DEVICES.

 

Our Terms of Service and Privacy Policy are also incorporated into and a part of this EULA. By using, installing or downloading the Mobile App, you accept the Terms of Service and Privacy Policy and agree that you are legally bound by and subject to the terms contained therein.

 

This EULA is between You and Parrot.MD only, and does not include any third party service provider, marketplace provider, or hardware or platform provider such as, but not limited to Apple, Inc. ("Apple") or Google, Inc. (“Google”), collectively (“Platform Providers”). Parrot.MD, not the Platform Providers, is solely responsible for the Mobile App and its content. Although the Platform Providers are not a party to this EULA, Platform Providers and their subsidiaries have the right to enforce this EULA against you as a third party beneficiary relating to Your use of the Mobile App. In the event that the provisions of this EULA are less restrictive or in conflict with any Usage Rules or Terms of Service provided by any Platform Provider, the terms provided shall control.

 

1.  License.  Parrot.MD grants You a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Mobile App for Your personal and internal business purposes strictly in accordance with this EULA and, to the extent applicable, the Subscription Agreement.  The Services are licensed, not sold, to You for use only under the terms of this license.  Parrot.MD reserves all rights not expressly granted to You.  The Mobile App is to be used on devices that you own or control that operate with Apple’s operating systems and/or with Google’s operating system as permitted by the usage rules set forth in such Platform Provider’s Terms of Services. 

 

2. Your Account. Your use of the Mobile App requires that You have an account with Parrot.MD and agree to the Terms of Service.

 

3. Changes to this EULA. Parrot.MD reserves the right to modify this EULA at any time and for any reason. Parrot.MD will post the most current version of this EULA at [www.parrot.md/_______________].  If Parrot.MD makes material changes to this EULA, You will receive notification via the Mobile App. Your continued use of the Mobile App after Parrot.MD publishes notice of changes to this EULA indicates Your consent to the updated terms and that you are legally bound by and subject to the updated terms.

 

4. No Included Maintenance and Support. Parrot.MD may deploy changes, updates, or enhancements to the Mobile App at any time. Parrot.MD may provide maintenance and support for the Mobile App, but has no obligation whatsoever to furnish such services to You and may terminate such services at any time without notice. You acknowledge that neither Apple (for any iOS Mobile App) nor Google (for any Android Mobile App) has an obligation to furnish any maintenance or support services in connection with the Mobile App.

 

5. Restrictions on Use. You shall not:

(a) copy the Mobile App or any portion thereof, except as expressly permitted by this license;

(b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Mobile App;

(c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Mobile App or any part thereof;

(d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Mobile App, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Mobile App or any features or functionality of the Mobile App, to any third party for any reason, including by making the Mobile App available on a network where it is capable of being accessed by more than one device at any time;

(f) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Mobile App; or

(g) use the Mobile App in violation or contravention of the Terms of Service.

You also agree not to violate the usage limits or controls set forth by: (a) the App Store Terms of Service, for iOS users accessing the Mobile App on an Apple product, or (b) Google Play Terms of Service for Android users accessing the Mobile App on an Android product.  

 

6. Privacy. You acknowledge that when You download, install or use the Mobile App, Parrot.MD may use automatic means (including, for example, cookies and web beacons) to collect information about Your mobile device and about Your use of the Mobile App. You also may be required to provide certain information about Yourself as a condition to downloading, installing or using the Mobile App or certain of its features or functionality, and the Mobile App may provide you with opportunities to share information about Yourself with others. All information Parrot.MD collects through or in connection with the Mobile App is subject to the Parrot.MD Privacy Policy.  By downloading, installing, using and providing information to or through this Mobile App, You consent to all actions taken by Parrot.MD with respect to your information in compliance with the Privacy Policy.

 

7. Consent to Electronic Communications and Solicitation. By downloading the Mobile App, You authorize Parrot.MD to send You (including via email and push notifications) information regarding the Service and the Mobile App, such as: (a) notices about Your use of the Service and the Mobile App, including notices of violations of use; (b) updates to the Service and Mobile App and new features or products; (c) notices regarding updates to this EULA or the Terms of Service; and (d) promotional information and materials regarding Parrot.MD's products and services.  You can review Your account notification settings and adjust Your messaging preferences, including opting-in to additional messages or unsubscribing to certain messaging through the “Push Notifications” section of the Mobile App settings.

 

8. No Warranty.  YOUR USE OF THE MOBILE APP IS AT YOUR SOLE RISK. THE MOBILE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PARROT.MD, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE MOBILE APP, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.  WITHOUT LIMITATION TO THE FOREGOING, PARROT.MD PROVIDES NO WARRANTY AND MAKES NO REPRESENTATION OF ANY KIND THAT THE MOBILE APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN NO EVENT SHALL THE PLATFORM PROVIDERS BE RESPONSIBLE FOR ANY WARRANTIES. IN THE EVENT OF ANY FAILURE OF THE MOBILE APP TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY THE PLATFORM PROVIDER (WHERE APPLICABLE), AND PLATFORM MAY REFUND THE PURCHASE PRICE FOR THE MOBILE APP TO YOU; AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM PROVIDER WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE MOBILE APP, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY WILL BE THE SOLE RESPONSIBILITY OF PARROT.MD. TO THE EXTENT YOU HAVE ANY CLAIM ARISING FROM OR RELATING TO YOUR USE OF THE MOBIL APP, PARROT.MD, NOT THE PLATFORM PROVIDERS, IS RESPONSIBLE FOR ADDRESSING ANY SUCH CLAIMS, WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO: (I) ANY PRODUCT LIABILITY CLAIM; (II) ANY CLAIM THAT THE MOBILE APP FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (III) ANY CLAIM ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.

 

The Mobile App is only available for supported devices and might not work on every device. Determining whether Your device is a supported or compatible device for use of the Mobile App is solely Your responsibility, and downloading the Mobile App is done at Your own risk. Parrot.MD does not represent or warrant that the Mobile App and Your device are compatible or that the Mobile App will work on Your device. 

 

9. Limitation of Liability UNDER NO CIRCUMSTANCES WILL PARROT.MD, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, OR AGENTS BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO  THE MOBILE APP OR SERVICES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION OR IMPROPER MEDICAL TREATMENT, CARE OR DIAGNOSIS (INCLUDING, BUT NOT LIMITED TO, MEDICAL MALPRACTICE), EVEN IF FORESEEABLE OR EVEN IF PARROT.MD, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, OR AGENTS HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE MOBILE APP). IN NO EVENT WILL PARROT.MD, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, OR AGENTS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL PARROT.MD, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, OR AGENTS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

 

10. Suspension and Termination of the Mobile App. Parrot.MD reserves the right to suspend or terminate Your access to the Mobile App at any time for any reason. You understand that if Your account is suspended or terminated, You may no longer have access to the content that is stored within the Service.  You may terminate this EULA by deleting the Mobile App and all copies thereof from Your mobile device; provided, You remain obligated to perform any commitments You made prior to such termination.

 

11.  Intellectual Property Rights. The Mobile App is protected by copyright laws, as well as other intellectual property laws. The Mobile App is licensed, not sold. You acknowledge that the Mobile App contains proprietary and confidential information and valuable trade secrets of Parrot.MD, which Parrot.MD has entrusted to you in confidence to use only as expressly permitted herein. Except for the limited license and rights granted to you under the terms of this EULA, Parrot.MD retains all right, title, and interest in and to the Mobile App, all copies thereof, and all copyright, trade secret, and any other intellectual property or proprietary rights relating thereto. This Mobile App is not for sale, distribution, or inclusion with other products. In the event of a third party claim that the Mobile App, or Your possession and use of the Mobile App, infringes third party’s intellectual property rights, Parrot.MD, not the Platform Providers, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

 

12. Export Regulation and Compliance. The Mobile App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You agree to not, directly or indirectly, export, re-export or release the Mobile App to, or make the Mobile App accessible from, any jurisdiction, or country to which export, re-export or release is prohibited by law, rule or regulation, including but not limited to any “terrorist supporting country.” You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Mobile App available outside the US. You represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.

 

13. Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this EULA or the Mobile App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota in each case located in Minneapolis, Minnesota. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

14. Dispute Resolution.  This EULA is subject to the Terms of Service, which requires you to submit to binding individual arbitration of all disputes.  PLEASE READ THE SECTION OF THE TERMS OF SERVICE ENTITLED “DISPUTE RESOLUTION/ARBITRATION” CAREFULLY because IT CONTAINS A DESCRIPTION OF CERTAIN RIGHTS AND OBLIGATIONS RELATED THERETO.

 

15. Severability If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.

 

16. Entire Agreement This EULA, the Terms of Service, the Privacy Policy and the Subscription Agreement, if any, constitute the entire agreement between you and Parrot.MD with respect to the Mobile App and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Mobile App.

 

16. Waiver No failure to exercise, and no delay in exercising, on the part of either Party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

 

17. Assignment The Mobile App and this EULA may not be assigned, sublicensed, sold, pledged, or otherwise transferred or allow this EULA to be assumed by a successor, whether voluntarily, by operation of law, or otherwise, without prior written consent from Parrot.MD. Any purported assignment or assumption made in violation of this provision shall be null and void.

 

18. Contact Information. If You have any questions regarding this EULA, please contact Parrot.MD by email at legal.support@parrot.md, by phone at [____________], or by mail at [_____________].

 

 

 

 

 

 

Last Updated March 2020.

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