User Agreement
End-User License Agreement (EULA) for the Holis Mobile App
Effective Date: 8.14.2024
This End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Ruby Rottweiler LLC, conducting business as Holis (“Holis,” “Company,” “we,” or “us”). This Agreement, together with the Terms of Use and Privacy Policy, both of which are herein incorporated by reference in their entireties, govern your access to and use any govern your access to and use any Holis software applications, mobile applications, and websites, including the website at https://www.joinholis.com/ and including any content, functionality, tests or test results, and services offered on or through https://www.joinholis.com/ (collectively, the “Platform”), whether as a guest or a registered user. The Platform is licensed, not sold, to you.
BY USING THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 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 USE THE PLATFORM.
1. License Grant. Subject to the terms of this Agreement, Company hereby grants you a limited, non-exclusive, and nontransferable license to:
(a) download, install, and use the Platform on a single device (PC, tablet, mobile device, etc.) owned or otherwise controlled by you (“Device”) strictly in accordance with the Platform’s documentation; and
(b) access, stream, download, and use on such Device the content and services made available in or otherwise accessible through the Platform, strictly in accordance with this Agreement.
2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Platform, you shall not:
(a) copy the Platform, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform 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 Platform, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time;
(f) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
(g) use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in this Agreement, without Company’s prior written consent;
(h) frame, mirror, or otherwise incorporate the Platform or any portion of the Platform as part of any other mobile platform, website, or service;
(i) use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform; or
(j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.
3. Access and Usage. Only authorized users may access the Platform. Access is granted based on job role, responsibility, or project requirements and is in Company’s sole discretion.
4. Reservation of Rights. You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Data Collection and Security. You acknowledge that when you download, install, or use the Platform, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Platform. All information we collect through or in connection with this Platform is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, such as log analytics, network traffic analytics, system activity monitoring, user activities, and monitoring for compliance with this Agreement or the Privacy Policy. These may be updated periodically, and it is your responsibility to review and familiarize yourself when updates are made. All data used in the Platform environment must comply with Company’s Privacy Policy, as well as all relevant policies, procedures, and legal requirements and regulations. Users must take appropriate security measures to guard their credentials and protect all data used in the Platform environment. Users may not share credentials, passwords, or sensitive information, including but not limited to personally identifiable information (“PII”) and personal health information (“PHI”) and must utilize strong, secure passwords that are changed often and no less than every ninety (90) days. Users must report any known, suspected, or threatened security breaches or policy violations immediately to Company and the designated IT department and must take all reasonable steps to mitigate data security breaches or policy violations. Violations of this Agreement or the Privacy Policy may result in disciplinary or legal action, including but not limited to revocation of access credentials, termination of employment, monetary damages, or legal action.
6. Geographic Restrictions. The Platform is based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the content and services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the content and services from outside the United States, you are responsible for compliance with local laws.
7. Fixes. Company may from time to time in its sole discretion develop and provide Platform fixes, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Fixes”). Fixes may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Fixes or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:
(a) the Platform will automatically download and install all available Fixes; or
(b) you may receive notice of or be prompted to download and install available Fixes.
You shall promptly download and install all Fixes and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Fixes will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
8. Third-Party Materials. The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
9. Term and Termination.
(a) The term of Agreement commences when you download, access, or install the Platform and will continue in effect until terminated by you or Company.
(b) You may terminate this Agreement by deleting the Platform and all copies thereof from your Device.
(c) Company may terminate this Agreement at any time without notice if it ceases to support the Platform, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Platform and delete all copies of the Platform from your Device and account.
(e) Termination will not limit any of Company’s rights or remedies at law or in equity.
10. Disclaimer of Warranties. THE PLATFORM IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, 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 PLATFORM, INCLUDING 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, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER PLATFORM, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. COMPANY IS NOT RESPONSIBLE FOR ANY ERRORS IN DATA RELATING TO USER INPUT NOR ANY LOSS OF REVENUE OR BUSINESS DUE TO DOWNTIME OR UNAVAILABILITY OF THE PLATFORM. 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.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PLATFORM.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
12. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.
13. Export Regulation. The Platform may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. 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 Platform available outside the US.
14. Patient Information and HIPAA Compliance. You acknowledge and agree that there is no patient/provider relationship formed between you and Holis. You acknowledge and agree that the Platform may be used to transmit, collect, access, manage, and display Patient Information (as defined below) by and among you and other authorized healthcare providers, and their employees and contractors. You acknowledge and agree that Patient Information related to treatment of patients by You and Your personnel may be stored by Holis and/or its licensees and service providers in connection with providing the Platform. You acknowledge and agree that the Patient Information stored by Holis shall not serve as the system of record for any patient, personal representative of a patient, health care provider, any business associate of a healthcare provider, or any affiliates of the foregoing. “Patient Information” means, collectively, information and data related to the provision of health care to patients, their health status, medical records, lab results, and related information and document and other “protected health information,” as defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and similar terms as defined by state, national or international law. You agree the provision and use of all Patient Information will be in compliance with HIPAA and all other applicable laws.
15. U.S. Government Rights. The Platform is a commercial product, consisting of commercial computer Platform and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Platform as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
16. Severability. If any provision of this Agreement 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 Agreement will continue in full force and effect.
17. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio 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 Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
18. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19. Entire Agreement. This Agreement, any Master Framework Agreement(s), and our Privacy Policy and Terms of Use together constitute the entire agreement between you and Company with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform.
20. 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. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
AGREED AND ACCEPTED BY YOU UPON USE OF THE PLATFORM.