END USER SOFTWARE LICENSE AGREEMENT
This End User License Agreement ("EULA") is by and among Purple WiFi Inc, a Delaware Corporation (“ Purple”), Virginia Commonwealth University Health System Authority and its affiliates (“Hospital”), and an authorized user (each, an “End User” or “you”) of Purple’s wayfinding software application (the “Wayfinding Application”). By clicking “I agree” or otherwise using the Wayfinding Application, End User expressly acknowledges having read this EULA and having understood the rights, obligations, terms and conditions set forth herein and consents to be bound by the terms and conditions of this EULA.
1. Ownership and License: Purple and Hospital shall retain all title, copyright and other proprietary rights in the Wayfinding Application, as well as rights to their respective trademarks. The End User is receiving a temporary, non-exclusive and non-transferable, non-sublicensable license to access and use the Wayfinding Application for planning and navigating Hospital visits and related functions on any Apple-branded or Android products that the End User owns or controls and as permitted by the usage rules set forth in the App Store Terms of Service (the “Usage Rules”), except that such Wayfinding Application may be accessed, acquired, and used by other accounts associated with the End User via Family Sharing or volume purchasing. The terms of this EULA will govern any content, materials, or services accessible from the Wayfinding Application as well as upgrades provided by Hospital or Purple that replace or supplement the original Wayfinding Application. Except as provided in the Usage Rules, you may not distribute or make the Wayfinding Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Wayfinding Application and, if you sell your device to a third party, you must remove the Wayfinding Application from the device before doing so. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Wayfinding Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law). As regards the End User rights, Purple and/or Hospital may modify or discontinue the Wayfinding Application or modify or terminate this EULA at any time in its discretion.
2. Warranty and Liability Limitations: PURPLE AND HOSPITAL MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE WAYFINDING APPLICATION, THE INFORMATION MADE AVAILABLE THROUGH THE WAYFINDING APPLICATION, ACCESS TO OR AVAILABILITY OF THE WAYFINDING APPLICATION, OR SERVICES TO BE PROVIDED TO END USER UNDER THIS EULA INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE. IN NO EVENT WILL PURPLE OR HOSPITAL BE LIABLE TO THE END USER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, PHYSICAL HARM, DEATH AND PECUNIARY LOSS, EVEN IF PURPLE OR HOSPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS REQUIRED BY APPLICABLE LAW. PURPLE AND HOSPITAL DO NOT MARKET OR WARRANT THE WAYFINDING APPLICATION FOR EMERGENCY OR LIFESAVING PURPOSES. THE END USER ASSUMES ALL RISK AS TO THE USE OF THE WAYFINDING APPLICATION AND IN NO EVENT SHALL PURPLE’S OR HOSPITAL’S TOTAL LIABILITY TO THE END USER FOR ALL DAMAGES EXCEED THE FEES PAID BY END USER FOR THE WAYFINDING APPLICATION.
FOR THE AVOIDANCE OF DOUBT, (A) APPLE, PURPLE, AND THE HOSPITAL ARE UNDER NO OBLIGATION WHATSOEVER TO FURNISH ANY MAINTENANCE AND SUPPORT SERVICES WITH RESPECT TO THE WAYFINDING APPLICATION, (B) APPLE HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE WAYFINDING APPLICATION, (C) PURPLE AND HOSPITAL, NOT APPLE, ARE RESPONSIBLE FOR ADDRESSING ANY CLAIMS BY YOU OR ANY THIRD PARTY RELATING TO THE WAYFINDING APPLICATION OR YOUR POSSESSION AND/OR USE OF THE WAYFINDING APPLICATION, INCLUDING, BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE WAYFINDING APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS; AND (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION, (D) IN THE EVENT OF ANY THIRD PARTY CLAIM THAT THE WAYFINDING APPLICATION OR YOUR POSSESSION AND USE OF THE WAYFINDING APPLICATION INFRINGES THAT THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, PURPLE AND HOSPITAL, NOT APPLE, WILL BE SOLELY RESPONSIBLE FOR THE INVESTIGATION, DEFENSE, SETTLEMENT AND DISCHARGE OF ANY SUCH INTELLECTUAL PROPERTY INFRINGEMENT CLAIM, AND (E) NONE OF APPLE, HOSPITAL, PURPLE OR THEIR RESPECTIVE SERVICE PROVIDERS SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE, RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE WAYFINDING APPLICATION, INCLUDING ANY INTERRUPTIONS DUE TO SYSTEM FAILURES, NETWORK ATTACKS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE.
YOUR USE OF THE WAYFINDING APPLICATION’S REAL-TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE. THE WAYFINDING APPLICATION SHALL NOT BE USED FOR EMERGENCY OR LIFE-SAVING PURPOSES. YOU SHOULD DIAL 911 FOR EMERGENCY SITUATIONS.
3. Location Data Usage, Storage & Sharing. The use of location-based services in the Wayfinding Application is necessary for mapping services and will cause the physical location of your device to be collected. This location data [latitude and longitude of starting point] is collected anonymously in a non-personally identifiable format and may be used by Purple in order to test and improve the accuracy of the services Purple offers. The information may be shared between Purple and the Hospital as well as trusted service providers bound by confidentiality obligations.
4. Indemnification. End User hereby agrees to indemnify and hold harmless Purple and Hospital from and against any liability arising as a result of End User’s use of the Wayfinding Application, End User’s breach of this EULA, and/or End User’s breach of applicable law.
5. Consent to Use of Data. End User hereby agrees that Purple and/or Hospital may collect and use technical data and related information, including but not limited to technical information about End User’s device, system and software, for use in connection with software updates, support, and other services related to the Wayfinding Application. Purple and/or Hospital may use this information to improve their products and services. In the event the Wayfinding Application does collect information that would personally identify you, it would only do so in good faith as reasonably necessary to (a) provide the Wayfinding Application, (b) comply with legal process or request, (c) verify compliance with the terms of the EULA, (d) prevent fraud, including investigating any potential technical issues or violations, or (e) protect the rights, property, security or safety of Hospital, Purple, or you as required or permitted by law.
6. Miscellaneous. If any provision of this EULA is held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. This EULA represents the entire understanding among the parties with respect to the End User License and supersedes all prior written and oral communications. This EULA may not be modified except by a written agreement. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. The Parties’ rights and obligations under sections intended by their nature to survive including, without limitation, intellectual property, limits on warranties and liability, indemnity, termination and choice of law provisions shall survive the termination or expiration of this EULA and the any discontinuation of the Wayfinding Application.
Apple, and Apple subsidiaries, are third party beneficiaries of the EULA, and, upon your acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third party beneficiary thereof.
This EULA and your use of the Wayfinding Application is subject to the privacy policy which can be found within the wayfinding application.
In the event the Wayfinding Application uses or is supported by the use of push notifications, you consent to receive such push notifications.
The End User represents and warrants that (i) he/she is 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 (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
7. Operating Systems. The respective owners and copyright holders of the applicable software platforms (e.g. iOS, , Mac OS,Android, Windows, Linux) may impose additional rights and obligations related to End User's use of the Wayfinding Application on such platform.
8. Contact. For questions about this EULA or the Wayfinding Application you may contact Hospital by email at wayfinder@vcuhealth.org, or in writing to: Virginia Commonwealth University Health System Authority and its affiliates.
IF YOU DO NOT ACCEPT THESE TERMS YOU ARE NOT AUTHORIZED TO USE THE WAYFINDING APPLICATION.