END USER LICENSE AGREEMENT

Last Updated: April 14, 2020

Thank you for choosing to be part of our community at ClosedLoop.ai, Inc. (“Company”, “we”, “us”, or “our”). The COVID-19 Vulnerability Survey, also known as the “C-19 Survey” (the “Application”) is licensed to You (the “End-User”) by ClosedLoop.ai, (the “Licensor”), for use only under the terms of this License Agreement. 

By downloading and using the Application, and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement. You may not accept this EULA if You are not of legal age to form a binding contract with ClosedLoop.ai. 

The services and information provided by the Application are not designed to diagnose whether you have contracted COVID-19 or to predict whether you will contract COVID-19. The Application is designed to use your survey responses to assess your vulnerability to developing serious complications in the event you contract  COVID-19.  

The services and information provided by the Application are for general informational purposes only. The information, including the results of the risk assessment, is not professional health care advice and should not be used to diagnose, treat, prevent, or cure any disease or condition, including COVID-19. The risk assessment is not intended to be a substitute for professional medical care and should not be relied upon without advising a physician or other healthcare provider. Never disregard professional medical advice or delay seeking medical care because of something you have read in this Application. If you are experiencing a life-threatening emergency, please call 911 immediately.

1. SCOPE OF LICENSE

Licensor grants You a non-exclusive, non-transferable, limited, revocable license to Use the Application in accordance with this EULA. Licensor reserves all rights not expressly granted to You. ClosedLoop.ai is and remains the owner of any intellectual property rights with respect to the Application.

2. PERMITTED USE & RESTRICTIONS

You may not share or make the Application available to third parties (unless to the degree allowed by the Apple / Google Terms and Conditions, and with Licensor’s prior written consent), sell, rent, lend, lease or otherwise redistribute the Application.

You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with Licensor’s prior written consent).

You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the App / Play Store Terms of Service, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time.

Nothing in this license should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with applicable third-party terms and conditions. Licensor reserves the right to modify the terms and conditions of licensing. 

Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.

3. MAINTENANCE OR SUPPORT

ClosedLoop.ai, Inc. is not obligated, expressed or implied, to provide any maintenance, technical or other support for the Application.

4. USE OF DATA

You acknowledge that Licensor will be able to access and adjust Your downloaded licensed Application content and Your personal information, and that Licensor’s use of such material and information is subject to Your legal agreements with Licensor and Licensor’s privacy policy. Licensor may process personal data with respect to You, if and to the extent necessary to comply with its obligations under this EULA. To the extent the Licensor will process personal data, it will comply with its obligations under applicable data protection law and in accordance with the Privacy Policy for the Application.

5. DISCLAIMER

You Use the Application at Your own risk. The Application is provided on an “as is” and “as available” basis without warranty, express or implied, of any kind. Licensor specifically disclaims the warranty of fitness for a particular purpose.

6. LIABILITY

IN NO EVENT WILL LICENSOR OR THE DIRECTORS, EMPLOYEES, OR AGENTS OF LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

The liability of the Licensor and any third party that has been involved in the creation or delivery of the Application for all damages arising out of or in any way relating to the Application or this EULA shall under no circumstances exceed the total amount paid to Licensor for use of the Application.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Application; (3) breach of this Agreement; (4) any breach of your representations and warranties set forth in this Agreement; or (5) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

8. LEGAL COMPLIANCE

You represent and warrant 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.

9. TERMINATION 

The license is valid until terminated by ClosedLoop.ai, Inc. or by You. Your rights under this license will terminate automatically and without notice from ClosedLoop.ai, Inc. if You fail to adhere to any term(s) of this license. ClosedLoop.ai reserves the right to terminate this Agreement for any reason. Upon License termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APPLICATION, TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE APPLICATION OR DELETE YOUR ACCOUNT, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

10. APPLICABLE LAW

This license agreement is governed by the laws of the State of Texas excluding its conflicts of law rules.

11. MISCELLANEOUS  

If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.

12. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the licensed Application, please contact:

ClosedLoop.ai
512 E Riverside Dr Suite #100
Austin, TX 78704
United States
info@closedloop.ai