Application End User Agreement

You should carefully read the following terms and conditions of this Application End User Agreement (“Agreement”) before utilizing the application provided along with this Agreement (the “App”). By installing or using the App You accept the terms and conditions of this Agreement. If You do not agree to the terms and conditions of this Agreement, then You are not authorized to use the App and You must uninstall the App.

 THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST GOZIO TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GOZIO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

This Agreement is effective as of the day You first download the App or first access the App, whichever is later (“Effective Date”) and is between Gozio Inc., with offices at 1372 Peachtree St NE, Atlanta, Georgia 30309 and contact information of 888.200.3815 or legal@goziohealth.com (“Gozio”), and you (“You” or “User”). For the sake of clarity, if You downloaded or otherwise obtained the App from a Store, the operator or owner of that Store (the “Proprietor”) is neither a party to this Agreement nor responsible for the App in any way. In consideration of the promises and the mutual obligations of the parties set forth in this Agreement, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, Gozio and User agree as follows:

Gozio offers a cloud-based technology service (the “Gozio Platform”) that enables hospitals and healthcare facilities to disseminate information via the App (all information available through the App, whether from Gozio, hospitals, healthcare facilities, or third parties, is collectively referred to as the “Content”). The App together with all Content is referred to as the “Service.” The App works in conjunction with the Gozio Platform and does not independently provide functionality similar to the Gozio Platform. Your use of the App is conditioned on Your use of the App to access the functionality provided by the Gozio Platform. If the foregoing is not true then You are not authorized to use the App and You must uninstall the App.  Your right and license to use the App is limited to use in conjunction with the Gozio Platform.

1. License to Applications. Gozio hereby grants to User a limited, non-exclusive, non-transferable, non-assignable license to install and use the App, in object code form only, on one device (e.g., computer, smart phone, or tablet) solely for use by User and solely in conjunction with User’s use of the Gozio Platform. User may not (i) install the App on computer products designed to allow simultaneous access by multiple end users, such as those in a server or mainframe environment, or (ii) install the App in a way to allow its use by anyone other than a human—computerized utilization of the App is not allowed. User may use the Service solely for private and personal purposes. User may not use the Service commercially. For example, without intending any limitation, User may not: (A) offer to third parties a service of User’s own that uses the Service; (B) resell the Service; (C) offer to rent or lease the Service; or (D) offer the Service to the public via communication or integrate it within a service or application of User’s own, without the prior written consent of Gozio. User is responsible for ensuring that User has appropriate hardware, software, and connectivity to enable the App to function in accordance with the documentation for the App. User is responsible for keeping the App up to date, including, without limitation, downloading and installing any new versions and new Content that may become available after installation.
   
   
2. Reservation of Rights. The Service is the proprietary work of Gozio and its licensors. Gozio reserves all rights not expressly granted in Section 1 or otherwise effective under applicable law. User may not otherwise copy, use, sublicense, modify, adapt, or create derivative works of the Service or related documentation or remove any copyright or other proprietary rights notices. Gozio reserves the right to suspend or terminate access to or use of the Service to User if such use constitutes a breach of the terms and conditions of this Agreement by User, without prejudice to any other remedies available to Gozio. The rights granted in Section 1 are a license, not a sale. User has no other express or implied license or right of any kind. User will not itself, and will not permit any other person or organization to (A) directly or indirectly, in whole or in part, sublicense, distribute, lease, make available as a service bureau or otherwise allow any third parties any right or access to the Service; or (B) disassemble, decompile, decrypt, or reverse engineer, or otherwise attempt to discover or replicate source code of the App. User acknowledges and agrees that Gozio and its suppliers and providers of Content own and retain all rights existing from time to time in any jurisdiction under copyright law, patent law, moral rights law, trade secret law, confidential information law, trademark law, unfair competition law or other similar rights (“Proprietary Rights”) in the App, the Content, documentation, any training materials and any copies, modifications, adaptations, derivative works, and enhancements thereof, by whomever produced. User agrees that any threatened or actual breach of Gozio's Proprietary Rights by User may constitute immediate, irreparable harm to Gozio for which monetary damages is an inadequate remedy and for which equitable remedies may be awarded by a court of competent jurisdiction without requiring Gozio to post any bond or any other security (or if a court requires a bond, then a bond of no more than U.S. $1,000). Except as set forth in Section 10, nothing in this Agreement limits either party's right to any remedies at law, including, without limitation, the recovery of damages for breach of this Agreement. 
   
   
3. Due Care.  User is not licensed or authorized to use or otherwise engage with the Service in a manner that prevents or may prevent User from exercising due care in any other activities that User may be engaging in at the time, including, without limitation, walking, going up or down stairs, crossing streets, or operating a vehicle or other machinery. User must exercise appropriate vigilance and care in all respects when using or engaging with the Service to ensure User’s well-being, the well-being of those around User, and surrounding property. The information provided by the App is not a replacement for signage in any location. User hereby waives any right to bring any action against Gozio or receive damages for any damages or losses suffered by User from Gozio when User did not exercise the due care required under this Section or when the claim is based on the Content. User assumes full, exclusive and sole responsibility for the use of and reliance on the Service, and User further agrees and acknowledges that User’s use of or reliance on the Service is made entirely at User’s own risk. User will comply with all applicable laws while using the Service.
   
   
4. Prohibited Activities. You must not, whether yourself or through any other means or person:
   
   
   1. interfere with or violate any third party or other user’s right to privacy or other rights, including, without limitation, copyrights and any other intellectual property rights of others, or harvest or collect personal information about users of the Service or the Gozio Platform without their express consent, including, without limitation, using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;
      
      
   2. defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including, without limitation, others’ copyrights, and other intellectual property rights through Your use of the Services or the Gozio Platform; 
      
      
   3. transmit or otherwise make available in connection with the Service or the Gozio Platform any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; 
      
      
   4. interfere with or disrupt the operation of the Service or the Gozio Platform, or the servers or networks that host the Gozio Platform or make the Service or the Gozio Platform available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; 
      
      
   5. sell, license, or exploit for any commercial purposes any use of or access to the Service or the Gozio Platform; 
      
      
   6. frame or mirror any part of the Service or the Gozio Platform without Gozio’s prior express written authorization; 
      
      
   7. create a database by systematically downloading and storing all or any of the content from the Service or the Gozio Platform; 
      
      
   8. transfer or assign your Service accounts’ password, even temporarily, to a third party; 
      
      
   9. use the Service or the Gozio Platform for any illegal, immoral or unauthorized purpose; or 
      
      
   10. use the Site or the Gozio Platform for non-personal or commercial purposes without Gozio’s express prior written consent. 
       
       
5. Fees and Payment. Intentionally deleted.
   
   
6. Privacy. Gozio has created an App Privacy Policy to inform You what information including Your information may be collected via the App and how Gozio, its customers and third parties may use the information. Gozio’s App Privacy Policy is available within the application’s ‘about’ page. You agree to Gozio’s, its customers, and other third parties’ uses of information provided by or on behalf of You through the use of the Services, as described in the App Privacy Policy.
   
   
7. Limitation of Warranties. You are solely responsible for ensuring that You exercise due care at all times when using or engaging with the Service. Gozio and its customers makes no representation or warranty as to the accuracy of the Content provided or the results derived from the App. You acknowledge and agree that the Content is not reviewed by Gozio or its customers for accuracy or completeness and that Gozio nor its customers have no obligation to do so. The App is not a medical device and should not be relied upon for the provision of medical information or for the purposes of obtaining medical treatment. The Service is provided “as is, where is” and as available. Gozio and its customers provides no warranty and to the maximum amount allowable by law expressly disclaims all warranties, guarantees, conditions, or representations, whether express, implied, statutory, or otherwise, with respect to the Service, including, without limitation, any implied warranty of merchantability, error-free use, originality, title, against infringement, or fitness for a particular purpose. You are solely responsible for ensuring that the App is used in accordance with its documentation. Proprietor makes no warranties about the Service and Proprietor is not responsible for the support or maintenance of the App. Any and all claims under this Agreement (including, without limitation, all products liability claims, claims that the Service fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation) must be made to Gozio and not to Proprietor nor Gozio’s customers. Insofar as the App includes links to services or applications not operated or managed by Gozio, Gozio and its customers will not be liable for any form of liability arising from Your reliance on, or in connection with, the content of such services and applications or any information provided by them, including but not limited to its completeness, accuracy, correctness or it being up-to-date.
   
   
8. Termination.  Gozio may terminate this Agreement with User at any time, for any reason or no reason, by providing User with written (including, without limitation, electronic) notice. This Agreement will automatically terminate upon the earliest of (i) User erasing or uninstalling the App, (ii) User selling or transferring the device upon which the App is installed, (iii) User assigning any of its assets to its creditors, or voluntarily or involuntarily petitioning for the protection of bankruptcy court, or (iv) User otherwise expresses its intent to no longer utilize the App. Rights of termination are in addition to any other remedies available to Gozio, at law or in equity. Upon any termination or expiration of this Agreement as to User, all User’s license rights will immediately terminate, and User will immediately cease use of and uninstall the App. The following sections of this Agreement will survive: 2, 3, 4, 7, 8, 9, 10, 11, and 14. Gozio has no obligation to provide any data or information of any kind to User following termination.
   
   
9. Indemnification. User will release and hold harmless Gozio from any loss, damage, liability, cost or expense suffered or incurred in connection with any claim, suit or proceeding brought by a third party against Gozio to the extent that it arises out of User's use of the Service, use of the Service to obtain medical treatment, or User’s failure to exercise due care while using the Service as described in Section 3. Gozio will hold harmless User for any third party claim that the App, unmodified by anyone other than Gozio, in and of itself, and when used in accordance with this Agreement and its documentation, violates that third party’s intellectual property rights. Proprietor has no obligation to indemnify User for any reason.
   
   
10. Limitations of Liability. Neither Gozio nor Proprietor nor Gozio’s customers, nor their officers, directors, employees, shareholders, agents, licensors, resellers, or representatives (collectively “Gozio Parties”) will be liable to User or any third party for any incidental, indirect, special, exemplary or consequential damages, including, but not limited to, lost profits, lost time, lost savings, lost data, or lost goodwill or damages that may arise from use of or inability to use the Service or that may arise out of or in connection with the Service or any related functionality or information relating to the subject matter of this Agreement, whether foreseeable or unforeseeable, regardless of whether such damages are based in contract, tort (including, without limitation, negligence), warranty, strict liability, products liability, or otherwise, even if they have been notified of the possibility or likelihood of such damages occurring. Except for any direct damages for bodily injuries or tangible property damage proximately caused by Gozio to the extent damages were not contributed to by User’s or any third party’s lack of due care, the maximum aggregate liability of the Gozio Parties in all events will be limited to the higher of the price User paid to the Store or Gozio for the App, one thousand US dollars (USD$1,000), or the lowest amount allowable by law. 
    
    
11. Not for Emergency Use. YOU ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED FOR USE IN EMERGENCY SITUATIONS.  If you are experiencing a medical or other emergency, call 911 or go to the nearest emergency room.
    
    
12. Dispute Resolution and Arbitration. 
    
    
13. Changes to the Service or this Agreement. Gozio may, either partially or in its entirety and without being obligated to provide prior notice, modify, adapt, or change the Service’s features, the user interface and design, the extent and availability of Content, and any other aspect related to the Service.
    
    
14. Changes to this Agreement. Gozio may modify this Agreement from time to time. Your continued use of the Service after this Agreement has been modified signifies Your agreement to the updated Agreement. If You do not agree to the updated Agreement, You must discontinue all further use of the Service and uninstall the App. If fundamental or material changes are introduced, a notice will be posted in the App.
    
    
15. Generally. User may not assign this Agreement or any rights and obligations under this Agreement in whole or in part.  Any attempted assignment will be void and of no effect. Gozio may assign this Agreement at will. The terms and conditions of this Agreement will inure to the benefit of and be binding upon their respective successors and assigns of the parties. No delay or failure in exercising any right and no partial or single exercise thereof will be deemed to constitute a waiver of such right or any other rights under this Agreement. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will be valid and enforceable to the fullest extent permitted by applicable law. The parties agree that any court or arbitrator interpreting or construing the same will not apply a presumption that this Agreement will be more strictly construed against one party than the other. This Agreement is governed by and construed in accordance with the laws of the State of Texas, in the United States of America, without regard to its rules regarding conflict of laws, the application of UCITA, or any international conventions on the transfer of technology or goods.
    
    
16. User Consent and Warranties. By utilizing the App you agree to transact business with Gozio electronically, and you represent and warrant that you are more than 18 years of age, are not located in or a citizen of 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, are is not listed on any U.S. Government list of prohibited or restricted parties, and will not export the App itself or use the App to export any information in violation of the laws of the United States of America.