END USER LICENSE AGREEMENT

VocFit.COM

July 11, 2024

Please read the following end user license agreement carefully.

This license together with our privacy policy which can be found at vocfit.com/privacypolicy,

is a legal agreement between you and the Licensed Program, VocFit. By accessing and using the VocFit program, you represent to us that you are legally competent to enter into and agree to the terms of this license. If you do not agree to the terms of this license, please do not access or use the licensed program.

If you are using the licensed program on behalf of your employer or other entity, your acceptance of and agreement to the terms and conditions of this license is deemed an agreement between your organization and VocFit and you represent and warrant that you have authority to bind your organization to the terms and conditions of this license.

1. Scope of License: The Licensed Program is licensed, not sold, to You for use only under the terms of this nonexclusive, nontransferable, limited license, unless accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to Your prior acceptance of that separate license agreement. VocFit, reserves all rights not expressly granted to You. You may not distribute or make the Licensed Program available over a network where it could be used by multiple devices at the same time. This license is limited to the intellectual property rights of VocFit and its licensors and does not include any rights to other patents or intellectual property. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Program. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Program, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Program). Any attempt to do so is a violation of the rights of the Program Provider and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Program Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
2. Use of the Licensed Program: You agree that you will not (a) use the Licensed Program if you are not fully able and legally competent to agree to the terms of this License; and (b) access or use the Licensed Program for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct. You agree that the Licensed Program contains proprietary content, information and material that 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 Licensed Program. No portion of the Licensed Program 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 Licensed Program, in any manner, and You shall not exploit the Licensed Program in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
3. Consent to Use of Data: You agree that Program Provider may collect and use technical data and related information, including but not limited to technical information about Your use of the Licensed Program periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Program. Program Provider may use this information to improve its products or to provide services or technologies to You. Program Provider may use this information, to improve its products or to provide services or technologies to others, or for other commercial purposes. Please refer to our Privacy Policy available at vocfit.com/privacypolicy
4. Indemnification: By entering into this License and using the Licensed Program or services, you agree that you shall defend, indemnify and hold VocFit, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this License or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party; (c) your use or misuse of the Licensed Program.; or (d) your negligence or willful misconduct.
5. Termination: The license is effective until terminated by You or Program Provider. Your rights under this license will terminate automatically without notice from the Program Provider if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Licensed Program. Termination will not limit any of VocFit’s other rights or remedies at law or equity.
6. Changes to the Licensed Program: You acknowledge and agree that Program Provider may make changes to this service and the Licensed Program at any time without prior notice.
7. Use at your own discretion: You acknowledge that Program Provider provides no guarantee that this software and service will benefit You or your clients. Even though Program Provider or third parties working with the Program Provider might provide recommendations and tools through the Licensed Program, via email, or other means, You take sole responsibility for selecting and using the recommendations and tools used by You or your clients and for your usage of the Licensed Program. You acknowledge that Program Provider or any third party providing Services through the Program Provider is not providing you with therapy services or rehabilitation services. Neither the Program Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of outcomes generated by the Licensed Program.
8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED PROGRAM IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SOFTWARE OR SERVICES) IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VOCFIT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED PROGRAM (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF) AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. VOCFIT DOES NOT WARRANT THAT (A) THE LICENSED PROGRAM WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE LICENSED PROGRAM WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER PROGRAM OR ANY PARTICULAR SYSTEM OR DEVICE, (D) DEFECTS IN THE LICENSED PROGRAM WILL BE CORRECTED, (E) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VOCFIT OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

   YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROGRAM PROVIDER, ITS SUBSIDIARIES, AFFILIATES AND SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

   1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO: CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES; LACK OF IMPROVEMENT, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS), WHETHER UNDER THIS LICENSE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE LICENSED PROGRAM OR THIS LICENSE , EVEN IF VOCFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE;
   2. ANY CHANGES THAT PROGRAM PROVIDER MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
   3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
   4. YOUR FAILURE TO PROVIDE PROGRAM PROVIDER WITH ACCURATE ACCOUNT INFORMATION; OR
   5. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

   You agree that the above limitations of liability together with the other provisions in this license that limit liability are essential terms of this license and that VocFit would not be willing to grant you the rights set forth in this license but for your agreement to the above limitations of liability; you are agreeing to these limitations of liability to induce VocFit to grant you the rights set forth in this license.

9. Modifications: We may modify this license at any time. Modifications become effective immediately upon your first access to or use of the Licensed Program after the “Last Revised” date at the end of this license. Your continued access or use of the Licensed Program after the modifications have become effective will be deemed your conclusive acceptance of the modified license. If you do not agree with the modifications, then please do not access or use the Licensed Program.
10. Export Laws: You agree that you will not export or re-export, directly or indirectly the Licensed Program and/or other information or materials provided by VocFit hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Licensed Program may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Program, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
11. U.S. Government Restricted Rights: The Licensed Program and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
12. Taxes: You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with this License by any authority.
13. Injunctive Relief: You agree that a breach of this license will cause irreparable injury to VocFit for which monetary damages would not be an adequate remedy and VocFit shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
14. Miscellaneous. This license may not be modified except by a writing executed by the duly authorized representatives of VocFit. No other act, document, usage or custom will be deemed to modify or amend this license. This license will inure to the benefit of and will be binding upon each party’s successors and assigns. This license and the licenses granted hereunder may be assigned by VocFit but may not be assigned by you without the prior express written consent of VocFit. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in this license will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this license due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the license but are for convenience only. You and VocFit agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this license. The laws of the State of Colorado, excluding its conflicts of law rules, govern this license and your use of the Licensed Program. Your use of the Licensed Program may also be subject to other local, state, national, or international laws. Any litigation by one party against the other arising under this License or concerning any rights under this License will be commenced and maintained in any state or federal court located in the State of Colorado and both parties hereby submit to the jurisdiction and venue of any such court. This license sets forth the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.