Please read the following Amplicare End User License Agreement (“Agreement”) carefully before continuing. This is a legal contract between Flavma Inc. d/b/a Amplicare (“Amplicare”) and you (“you” or “User”). Amplicare is willing to license the software provided to you, whether by download, via the Internet, as part of a device or piece of equipment, or on software media, including all databases, data, and documentation contained therein or provided therewith (the “Software”) to you only upon the condition that you accept all of the terms and conditions contained in this Agreement.Terms

1. Heading

Please read the following Amplicare End User License Agreement (“Agreement”) carefully before continuing. This is a legal contract between Flavma Inc. d/b/a Amplicare (“Amplicare”) and you (“you” or “User”). Amplicare is willing to license the software provided to you, whether by download, via the Internet, as part of a device or piece of equipment, or on software media, including all databases, data, and documentation contained therein or provided therewith (the “Software”) to you only upon the condition that you accept all of the terms and conditions contained in this Agreement.

By clicking on the “Accept” button, or otherwise accessing or using Software, you accept all of the terms and conditions of this Agreement and agree to be bound by its terms. If you do not accept the terms of this Agreement, you are not permitted to use the Software. Please click the “Back” button and do not download, access or use the Software.

1. License

Amplicare grants, and the User hereby accepts, a nonexclusive, nontransferable, revocable license to use the Software on the terms and conditions set forth in this Agreement. If the Software is provided on software media, the User may make one copy of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original. If the Software is provided via the Internet, then the license herein includes a license to access servers controlled by Amplicare (“Servers”) only for the purpose of accessing the Software.

Except as provided in a separate, signed license agreement, the license granted in this Agreement is only for the personal use of individual healthcare providers or consumers. License agreements for all other professionals and organizations must be arranged through Amplicare. Please contact us at (704) 769-0540 or e-mail us at support@amplicare.com.

You may not do any of the following yourself, or through any third party, and you may not permit any third party with whom you have a business or personal relationship to do any of the following: (A) copy the Software, except as expressly set forth above; (B) modify or create derivative works based upon the Software; (C) decompile, disassemble, or reverse engineer the Software in whole or in part; (D) defeat, disable, or circumvent any protection mechanism related to the Software; (E) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Software, or, in particular, without limiting the generality of the foregoing, distribute the Software on any media; make the Software accessible to the public or third parties, whether over networks, electronic bulletin boards, websites, or otherwise; or allow any third party to use the Software; (F) publish or otherwise communicate any review of, or information about, the performance of the Software to any third party without the prior written consent of Amplicare; (G) export, re-export, download, or otherwise use the Software in violation of any laws or regulations, including U.S. Department of Commerce Export Administration regulations and other applicable laws; or (H) use the Software in connection with life support systems, human implantation, medical devices, or any application where failure or malfunction could lead to possible loss of life or catastrophic property damage.

2. Termination

The End User may terminate this Agreement at any time by notifying Amplicare in writing. Amplicare may at its sole discretion terminate this Agreement at any time, with or without prior notification, in the event the User fails to comply with the terms and conditions of this agreement, by deactivating the User’s username and password or suspending operation of the system. Amplicare reserves the right to terminate this Agreement, or to modify or terminate services and/or product offerings in connection with the Software, at any time without notice to the User.

3. Copyright and Restrictions

The Software, including all text and other content therein (“Content”) is the property of Amplicare or its licensors, and is protected by copyright and other intellectual property laws. Except for the rights expressly granted above, this Agreement transfers to User no right, title, or interest in the Software, or the Content or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right therein. Amplicare retains sole and exclusive title to all portions of the Software and the Content, and any copies thereof, and User hereby assigns to Amplicare all right, title, and interest in and to any modifications User makes to the Software, whether or not such modifications are permitted. None of the Content may be reproduced, transcribed, stored in a retrieval system, translated into any spoken language or computer language, retransmitted in any form or by any means (electronic, mechanical, photocopied, recorded, or otherwise), resold, or redistributed without the prior written consent of Amplicare, except that the User may reproduce limited excerpts of Content obtained from Amplicare sources or databases for personal use only.

For Content obtained from third-party licensors, the User is solely responsible for compliance with any copyright restrictions and is referred to the publication data appearing in bibliographic citations, as well as to the copyright notices appearing in the original publications.

4. Content Provided by Amplicare

While great care has been taken in organizing and presenting the Content, Amplicare does not warrant or guarantee its correctness, accuracy, or timeliness, including with respect to any product descriptions, prices, or information concerning medication. Amplicare does not perform any independent analysis or investigation of any of the product descriptions or other Content. Amplicare does not assume, and expressly disclaims, any obligation to obtain and include any information other than that provided in the Content. It should be understood that by making this material available, Amplicare is not endorsing or advocating the use of any product described in the Content, nor is Amplicare responsible for misuse of a product due to, or other consequence of, any typographical error or other inaccuracy. Additional information on any product may be obtained from the manufacturer, such as mail order pricing and other medication or insurance plan details.

USE OF PROFESSIONAL JUDGMENT
The editors and authors have conscientiously and carefully tried to present the Content, including diagnosis measures, treatment alternatives, and drug dosages, in conformance with the standards of professional practice that prevailed at the time of Content publication. However, such standards and practices in medicine change as new data become available, and the User should consult a variety of sources.

In addition, with respect to prescription medication, the User is advised to check the product information sheet accompanying each drug to verify conditions of use and identify any changes in dosage schedule or contraindications, particularly if the agent to be administered is new, infrequently used, or has a narrow therapeutic range. The Content is no substitute for individual patient assessment based upon the healthcare provider’s examination of each patient and consideration of laboratory data and other factors unique to the patient. The Software should be used as a tool to help the User reach or understand diagnostic and treatment decisions, bearing in mind that individual and unique circumstances may lead the User or the User’s healthcare provider to reach decisions not presented in the Software.

5. Beta Release Versions

In the event that the Software is identified as a beta release version (“Beta Version”), the terms of this paragraph will apply in addition to or in lieu of the other terms of this Agreement. Your license to use the Beta Version expires at the end of the period indicated by the Software, or if no such period is indicated, 120 days after installation. The Beta Version may cease to function. The Beta Version may contain more, fewer, or different features than are contained in the commercial release corresponding to the Beta Version that Amplicare intends to or does distribute. Amplicare reserves the right at any time to withhold the release of a commercial version corresponding to the Beta Version, or if Amplicare does release such a commercial version, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of such commercial version. User acknowledges and understands that the Beta Version is not suitable for production use and may contain errors affecting its proper operation.

6. Protection and Security

The User shall take all reasonable steps to ensure that no unauthorized person shall have access to the Software. The User shall not divulge, sublicense, assign, or transfer to any third party the username and password established during registration or provided to the User. The User understands that provision of the username and password may be required prior to each use of the Software. The Software and Content are the valuable property of Amplicare, the unauthorized use or disclosure of which would irreparably harm Amplicare. Upon learning of any unauthorized possession or use of or access to the Software, you will notify Amplicare, will promptly furnish details of such occurrence, will assist in preventing any recurrence thereof, and will cooperate fully in any litigation or other proceedings undertaken to protect Amplicare’s rights.

7. Disclaimer of Warranty

User expressly acknowledges and agrees that use of the Software, the Content and the Servers is at User’s sole risk. Amplicare does not directly or indirectly practice medicine or dispense medical services and assumes no liability for the Content. The User assumes full responsibility for the appropriate use of medical information contained in the Software and agrees to hold Amplicare, and its third party providers, harmless from any and all claims or actions arising from User’s use of the Software or the Content.

THE SOFTWARE AND THE CONTENT ARE PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE SERVERS ARE PROVIDED “AS IS” AND AS AVAILABLE, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
Amplicare does not warrant that the Software, the Content, or the performance of the Servers will meet User’s requirements, or that the operation of the Software or the Servers will be uninterrupted or error-free, or that defects in the Software or in the performance of the Servers will be corrected. Furthermore, Amplicare does not warrant or make any representation regarding the use or the results of the use of the Software (including the related documentation), the Content, or the Servers in terms of their correctness, accuracy, reliability, or otherwise. Should the Software or the performance of the Servers prove defective, you (and not Amplicare) assume the entire cost of all necessary servicing, repair, or correction.

AMPLICARE EXPRESSLY DISCLAIMS ANY WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE, THE CONTENT, OR THE SERVERS.
The Software may be provided with third party plug-ins or other third party software, or this Software may be provided as a plug-in for, or otherwise in association with, third party software. Use of any such third party software will be governed by the applicable license agreement, if any, with such third party. The Software may use email to send content that may contain Protected Health Information (PHI), such as the patient’s name and estimated monthly costs for prospective insurance plans. By continuing, you agree to the following: (1) Both you and the patient have an understanding that this form of communication can be insecure and may result in unauthorized access to PHI (2) The patient is aware of the extent of PHI being communicated via email (3) Appropriate documentation of the patient’s consent to proceed with the above actions has taken place (4) You are responsible to maintain compliance with current practice standards regarding the communication of PHI and cannot hold this software liable for unauthorized access to emailed PHI.

AMPLICARE IS NOT RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE AND WILL HAVE NO LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD PARTY SOFTWARE AND MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO SUCH THIRD PARTY SOFTWARE.
Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions might not apply to User, and User may have other legal rights related to this Agreement that may vary from jurisdiction to jurisdiction. No salesperson or other representative of any party involved in the distribution of the Software is authorized to make any warranties with respect to the Software, the Content, or the Servers beyond those contained in this Agreement. Oral statements do not constitute warranties, shall not be relied upon by the User, and are not a part of this Agreement.

8. Limitation of Liability

Under no circumstances, including negligence, will Amplicare, or any other party involved in the creation, production, promotion, or marketing of the software, the content, or the servers, be liable to any other party for any incidental, special, indirect, reliance, punitive or consequential damages, including lost data, business interruption, loss of use, lost revenue, or lost profits, arising out of or relating to this license or the software, the content, or the servers, even if Amplicare or such other party has been advised of the possibility of such damages.

In no event will the total liability of Amplicare or such other party for all damages exceed the license fees paid by the User for the Software for the current term of this Agreement. Some jurisdictions do not allow the exclusion or limitation of consequential or indirect damages, so the above limitation may not apply to you.

9. Fees and Payments

If accessing the Software through a personal subscription, User agrees to pay all fees, and all charges incurred for the Software in connection with User’s username and password at the rates in effect when incurred. Fees and charges will be billed to the credit card the User designates during the registration process. If User wishes to change the credit card to which Amplicare bills for the Software, User may call Amplicare at the number listed for Customer Service at the Amplicare website (www.amplicare.com), or e-mail support@amplicare.com. Credit card information is retained in Amplicare’s database in encrypted format. It is transmitted (in encrypted format) to a credit card clearinghouse for submission to the member’s bank for payment.

AMPLICARE SHALL NOT BE LIABLE FOR ANY AMOUNTS BILLED TO USER’S CREDIT CARD BY A THIRD PARTY.

10. Remarketing

The information we collect automatically is cookie-based and is used to improve your experience on www.amplicare.com. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business. If you prefer, you can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies via your browser settings.

11. General

If for any reason any provision of this Agreement is determined to be invalid or unenforceable under any statute or rule of law by a court of competent jurisdiction, such provision shall be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect. This Agreement shall be deemed to be made in the State of New York and shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of New York applicable to contracts executed and to be wholly performed therein, and without regard to its conflicts of laws principles. User irrevocably submits to the jurisdiction of the state and federal courts sitting in New York County, New York, and any action or proceeding arising out of this Agreement will be heard and determined in such court. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications relating to the subject matter hereof. No amendment or modification of any provision of this Agreement will be effective unless set forth in a document that purports to amend this Agreement and both parties accept that hereto. This Agreement is personal to User and User may not assign User’s rights or obligations to anyone.

If you have any questions about Amplicare Policies, please email us at support@amplicare.com, call us at (704) 769-0540, fax us at (815) 301-5520, or write to Amplicare 1220 Broadway, 9th Floor, New York, NY 10001.