IMPORTANT: PLEASE READ THIS EULA CAREFULLY.
Welcome to Med+Proctor’s Site. Med+Proctor is a developer and distributor of educational and medical record management hardware, software, and mobile
applications. Med+Proctor also provides Services to Educational Institutions, which use its proprietary Program.
This EULA is between Med+Proctor and User. Please read this EULA carefully, as User accepts and agrees to be bound by all Terms by accessing and/or using
the Site, Program and/or Services. If User does not accept or agree to be bound by the Terms of this EULA, then User should not access or use the Site,
Program and/or Services, and User must immediately exit this Site and/or discontinue use of the Program and/or Services. The access and/or use of the Site,
Program and/or Services signifies User’s acceptance and continued acceptance of Med+Proctor’s Terms, including this EULA, and any revisions
The Site, Program, and/or Services are to be accessed and used only by Users (and/or their Representatives) who are eighteen (18) years of age or older and
who consent to and authorize any and all privacy waivers requested by Med+Proctor. By accessing and/or using the Site, Program and/or Services, the User
acknowledges, represents and warrants that User will consent to and authorize any and all privacy waivers requested by Med+Proctor and that User meets all
In addition to the terms of this EULA, the User shall be bound by (i) the terms and conditions of any other agreement applicable to such User’s
access and use of the Site, Program and/or Services, including any applicable TSA and/or any applicable consent authorization, and (ii) the terms and
conditions of use for any other Med+Proctor product and/or service. If there is any conflict between the terms of another agreement and this EULA, then
this EULA shall govern and control in all respects unless the applicable provision of this EULA explicitly states that the particular term is subject to
1. Definitions. All capitalized terms used in this EULA shall have the meanings ascribed below and/or elsewhere in this EULA:
make from time to time, which is accessible through the Site (http://www.medproctor.com/policies/terms-of-service/) and/or an Application;
b. Account: a Student’s personal portal, accessible by the Site and/or an Application, to which the Student has secure access,
through which the Student may engage in the uses identified in subparagraph 3.b. below;
c. Application: any and all hardware, software, and/or mobile applications developed in conjunction with the Program designed to assist
Users in obtaining, verifying, storing, providing, managing, updating and/or distributing educational and/or medical records including but not limited to
immunization requirements and/or immunization records;
d. Education Record: records pertaining to a Student, as that term is defined in the Family Educational Rights and Privacy Act
(“FERPA”), codified at 20 U.S.C.A. §1232g(a)(4), and the rules and regulations promulgated thereunder, including 34 C.F.R.
e. Educational Institution: a Person who provides instructional services to other Persons, including public and/or private institutions of
learning such as K through 12 schools, vocational / technical schools, public and/or private universities, and any other post-secondary institutions and/or
institutions of learning.
f. Med+Proctor: MedProctor, LLC, a Delaware Limited Liability Company.
g. Healthcare Provider: a Person (including an Educational Institution) who provides medical, mental and/or other health care services to
another Person and/or who creates, submits or causes the creation or submission of records and/or information about a Person’s medical, mental and/or
health care treatment, including, for example, “PHI,” “PII,” and/or other “Education Records.”
h. Person: any and all natural person(s), governmental entity(ies) (and agency(ies) or department(s) thereof), quasi-public entity(ies),
corporation(s), Educational Institution(s), Healthcare Provider(s), Student(s), partnership(s), venture(s), trust(s), and all other forms of organization,
association or business entity;
i. PHI: “Protected Health Information,” including electronic PHI, as that term is defined in 45 C.F.R. §160.103 and used
in the Healthcare Insurance Portability and Accountability Act of 1996 (“HIPAA”), including the rules and regulations promulgated thereunder.
j. PII: “Personally Identifiable Information,” including electronic PII, as that term is defined in 34 C.F.R. §99.3 and
used in the Family Educational Rights and Privacy Act (“FERPA”), including the rules and regulations promulgated thereunder.
k. Program: the proprietary platform developed by Med+Proctor and/or its Representatives to facilitate the submission, transfer,
uploading, collection, verification, management, maintenance, updating, distribution, and storage of documents and/or information (such as educational
and/or medical records), including, but not limited to, any and all aspects of the Program, Application, Services and Site, along with any part or subpart
and division or subdivision thereto;
l. Representative(s): any and all officer(s), director(s), shareholder(s), member(s), manager(s), partner(s), principal(s), proprietor(s),
venturer(s), employee(s), independent contractor(s), consultant(s), agent(s), attorney(s), parent(s), parent(s), subsidiary(ies), affiliate(s),
division(s), predecessor(s)- or successor(s)-in-interest, guarantor(s), permitted assign(s), heir(s) and/or any Person acting for, in concert and/or on
behalf of another Person(s).
m. Service(s): any and all services provided by Med+Proctor and/or its proprietary Program, including, but not limited to, the services
concerning, relating to or involving educational and/or medical records, including but not limited to those concerning any User’s compliance with
and/or enforcement of immunization requirements;
n. Site: Med+Proctor’s website (www.medproctor.com), including, but not limited to, any pages or subpages and sections or
subsections thereof, and any links to the Program accessible through the Site;
o. Student: any individual enrolled at an Educational Institution who must submit educational and/or medical records through the Program;
p. Term(s): any and all terms and conditions set forth in (i) this EULA; (ii) any other document expressly incorporated by reference in
this EULA; (iii) any document expressly incorporating this EULA; and (iv) any other written and executed agreement between Med+Proctor and a User governing
Med+Proctor’s provision of and/or User’s access to the Site, Program, and/or Services;
q. TSA: the contract entered into between Med+Proctor and an Educational Institution, which may set forth specific details or custom
specifications of the Program as it is to be implemented at the Educational Institution and used by its Students and/or a Student’s or Educational
Institution’s Healthcare Provider;
r. User: any Person and/or his/her/its Representatives visiting, accessing, using, and/or relying on the Site, Program and/or Services,
including any feature or aspect thereof, whether as a Student, an Educational Institution, a Healthcare Provider, a Representative of a Student,
Educational Institution or Healthcare Provider, and/or any other Person visiting, accessing, using and/or relying on the Site, Program and/or Services.
2. Modification of the EULA. Med+Proctor hereby reserves the right to add, amend, modify and/or remove Terms at any time, in its
sole discretion, without prior notice to the User (except to the extent that Med+Proctor has explicitly agreed, in an executed writing, to give a
particular User prior notice of such amendment or modification); provided, however, that no Med+Proctor Representative may or is authorized to make any
oral modification, extension or addition to this EULA. Any addition, amendment, modification and/or revision of Terms by Med+Proctor shall be effective
immediately, upon being posted to the Site, and shall apply to all access and use of the Site, Programs and/or Services thereafter. User’s use and/or
continued use of the Site, Program and/or Services after the posting of a revised EULA shall be deemed User’s acceptance of, assent to and intent to
be bound by the revised EULA. User hereby acknowledges, agrees and represents that User shall read this EULA each time User accesses this Site so that User
is aware of the Terms associated with access and use of the Site, Program and/or Services.
3. License to the User. The Program is licensed, not sold, to User. Subject to the Terms and User’s strict compliance with
such Terms, Med+Proctor grants the following User-specific license:
a. License to Educational Institution. Med+Proctor grants an Educational Institution a limited, non-exclusive, non-transferrable, non-sublicensable,
revocable license to access and use the Program solely:
i. to distribute to Students information about the Program that enables Students to establish an Account and make permissible use of the Program, as set
forth in this EULA;
ii. to post and/or update the Educational Institution’s immunization requirements and any other Education Records and/or medical records
requirements, if displayed through the Program;
iii. to review compliance by Students with the Educational Institution’s immunization requirements and any other Education Records and/or medical
iv. to notify, or cause to be notified, Students about the Educational Institution’s immunization requirements and any other Education Records and/or
medical records requirements, including a Student’s compliance or non-compliance with such requirements;
v. to receive notifications regarding the Program and/or any aspect thereof;
vi. to seek and/or receive technical support and other Services from Med+Proctor; and
vii. to use the Program in any other manner expressly agreed, in writing, by the Educational Institution and Med+Proctor.
b. License to the Student. Med+Proctor grants a Student a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to access
and use the Program solely:
i. to register an Account;
ii. to use the Program for review of an Educational Institution’s immunization requirements and any other Education Records and/or medical records
iii. to submit, or cause to be submitted, immunization records and any other Education Records and/or medical records, as required by an Educational
iv. to review personal compliance with an Educational Institution’s immunization requirements and any other educational records and/or medical
v. to receive notifications regarding an Educational Institution’s immunization requirements and any other Education Records and/or medical records
requirements, including the Student’s compliance or non-compliance with such requirements;
vi. to receive notifications regarding the Program and/or any aspect thereof;
vii. to seek and/or receive technical support and other Services from Med+Proctor; and
viii. to use the Program in any other manner expressly agreed, in writing, by Student and Med+Proctor.
c. License to the Healthcare Provider. Med+Proctor grants a Healthcare Provider a limited, non-exclusive, non-transferrable, non-sublicensable,
revocable license to access and use the Program solely:
i. to review Educational Institution immunization requirements and any other Education Records and/or medical records requirements, if displayed through
ii. to submit, or cause to be submitted, Student immunization records and any other Education Records and/or medical records through the Program;
iii. to receive notifications regarding an Educational Institution’s immunization requirements and any other Education Records and/or medical records
requirements, including a Student’s compliance or non-compliance with such requirements;
iv. to receive notifications regarding the Program and/or any aspect thereof;
v. to seek and/or receive technical support and other Services from Med+Proctor; and
vi. to use the Program in any other manner expressly agreed, in writing, by the Healthcare Provider and Med+Proctor.
d. Limited Grant and No Implied Licenses. Except for the rights expressly granted in subparagraphs 3.a. through c. above, this EULA does not grant
User or any other Person (including User’s Representatives) any right, title, or interest by implication, estoppel, or otherwise, and all rights not
expressly granted by Med+Proctor in this EULA are retained by Med+Proctor.
e. Notwithstanding the grant of a User-specific license in subparagraphs 3.a. through c. above, that User-specific license does not allow User to use the
Program on any device that User does not own or control, and User may not distribute or make the Program available over a network where it could be used by
multiple devices at the same time. User may not rent, lease, loan, sell, redistribute, transfer, sublicense or otherwise make available the Program in any
manner not specifically authorized in this EULA and/or in an applicable TSA, and User acknowledges that any such rent, lease, loan, sell, redistribution,
transfer or sublicense of the Software is void. User may not adapt, copy, decompile, decrypt, reverse engineer, disassemble, attempt to derive the source
code of, modify, or create derivative works of the Program or any part thereof such as pictures, music, barcodes, video, data, hyperlinks, displays and
other content associated with the Program (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 Program). User may not combine the Program and/or
Services with any other software or services not provided by or specified for use with or approved by Med+Proctor. Any attempt to take actions described in
this subparagraph 3.e. shall be a violation of Med+Proctor’s rights. User acknowledges that the Program contains trade secrets of Med+Proctor or its
suppliers, vendors, affiliates and/or licensors, including, but not limited to, the internal design and structure of the Program and associated interface
information; and, therefore, User may not disclose, provide or otherwise make available trade secrets concerning, relating to or contained within the
Program to any Person without the prior written consent of Med+Proctor. If the above restrictions are breached by User, then User may be subject to
prosecution and damages. The Terms of this EULA will govern any updates or upgrades of the Program, unless such updates or upgrades are accompanied by a
separate license in which case the terms of that license will govern.
4. Termination of License. The license granted to the Educational Institution by this EULA is effective until the date when the
applicable TSA expires and/or is otherwise terminated by Med+Proctor or the Educational Institution, in accordance with the Terms of this EULA and/or the
TSA. A license granted to Students and/or Healthcare Providers is derivative of the license granted to the Educational Institution with which the Student
is affiliated, and therefore, the Student’s and/or Healthcare Provider’s license terminates at the same time as the termination of the
Educational Institution’s license, or at such time when the Student is no longer enrolled at the Educational Institution, whichever first occurs.
User hereby acknowledges and agrees that User’s rights and license granted under this EULA terminate automatically if User fails to comply with any
of the Terms. Upon termination of the license, User hereby acknowledges and agrees that User shall immediately cease any and all use of the Program,
including any derivative applications or propriety knowledge related thereto, and destroy all copies thereof, full or partial, and shall cease access to
the Site and/or use of any Account. USER HEREBY ACKNOWLEDGES, AGREES AND REPRESENTS THAT ANY CONSENT GIVEN BY USER DURING THE TERM OF A VALID LICENSE SHALL
SURVIVE TERMINATION OF ANY LICENSE, THE EULA, AND/OR AND THE TSA.
5. Consent and/or Authorization by Student. Unless otherwise agreed in writing by Med+Proctor and the Student, by accessing and
using the Site, Program and/or Services, Student or his/her duly authorized Representative hereby consents to and authorizes Med+Proctor and its
Representatives to use, disclose and release protected health information and protected information from Student’s education record to another
Person. Specifically, Student and/or his/her duly authorized Representative consents to and authorizes the use, disclosure and release of Student’s
complete health record (including records relating to immunizations; past, present and future physical and mental health or condition; the provision of
health care to Student; past, present and future payment for the provision of health care to Student). Similarly, Student and/or his/her duly authorized
Representative consents to and authorizes the use, disclosure and release of protected information from Student’s education record (including
educational information, personally identifiable information and directory information). Student’s complete health record (including records relating
to immunizations, medical treatments and diagnosis and mental health care) and education records (including educational information, personally
identifiable information and directory information) may be used by Med+Proctor and its Representatives for use with the Program and/or Services, for
informational purposes, for reporting purposes (including reporting compliance or non-compliance with an Educational Institution’s immunization
requirements) and any other purposes authorized by Student. This consent and authorization is effective for and during all past, present and future periods
and shall remain in full force and effect until the termination of this EULA or January 1, 2020, whichever first occurs. Student and/or his/her duly
authorized Representative acknowledges that he/she has the right to revoke this authorization, in writing, at any time, but that a revocation is not
effective to the extent that any Person has already acted in reliance on a prior authorization. Student and/or his/her duly authorized Representative
hereby acknowledges that he/she understands that information used, disclosed and/or released pursuant to this authorization may be disclosed by the
recipient and may no longer be protected by applicable law. Student’s and/or his/her duly authorized Representative’s completion of the name
portion of the Account set-up and/or registration constitutes an electronic signature for Student’s consent and authorization under this paragraph 5
of the EULA. To the extent agreed in writing by an individual Student and Med+Proctor, the terms of this paragraph 5 shall not apply and the nature and
extent of the Student’s shall be governed by such other agreement.
6. Modification of the Program. Med+Proctor hereby reserves the right to permanently and/or temporarily change, disable,
discontinue, modify and/or suspend the Program and/or Services, including, but not limited to, the accessibility, appearance, features, functions and use
of the Program, at any time, without prior notice to User. Med+Proctor hereby further reserves the right to update, upgrade and/or to release subsequent
versions of the Program, without prior notice to the User, and to require the User to update or upgrade its version of the Program and/or use the most
recent version of the Program, in order to obtain access and use of the Program. Med+Proctor may also impose limits on the use of or access to certain
Services, in any case and without notice or liability.
a. Notice to Educational Institution of Material Alterations. If a modification of the Program materially impairs Med+Proctor’s ability to
perform under a TSA, Med+Proctor will provide notice to the Educational Institution prior to implementing such modification.
b. Not Liable for Modifications. In no event shall Med+Proctor be liable for any permanent and/or temporary change, disablement, discontinuance,
modification, suspension, update and/or upgrade of the Program and/or Services.
c. User Responsible for Obtaining Updated Version. Notice of the availability of a modified, updated and/or upgraded version of the Program serves
as notice to all Users that use of the updated version of the Program is necessary to obtain full functionality. All changes are effective immediately,
upon being posted or implemented by Med+Proctor, and apply to all access and use of the Program thereafter.
d. License Exchange. Any modification, update and/or upgrade from an earlier version of the Program is provided on a license-exchange basis, whereby
User agrees by downloading, installing, accessing and/or using the modified, updated and/or upgraded version of the Program to voluntarily terminate any
earlier license and discontinue use of the earlier version of the Program.
7. Account Access and Security. User hereby acknowledges, agrees and represents that User shall be responsible for taking all
actions and/or making all arrangements necessary to have access to the Program. Additionally, to obtain Account access and for security purposes, User
hereby acknowledges and agrees to the following:
a. User Registration. To access the Program or some of the resources it offers, User may be required to provide information, including personal
and/or private information. It is an express condition of User’s access to and use of the Program that all information provided by User is correct,
current and complete. User hereby acknowledges and agrees that all information provided to register through the Site or Application, including, but not
https://www.medproctor.com/Policies/Privacy), and User hereby consents to all actions Med+Proctor takes with respect to the User’s information, so
long as Med+Proctor’s actions are consistent with any applicable law.
b. Confidentiality of Account Information. If the User chooses, or is provided with, a user name, password or any other piece of information as part
of Med+Proctor’s security procedures, the User must treat such information as confidential, and must not disclose it to any other Person. User also
hereby acknowledges and agrees that User’s Account is personal to such User and that User shall not to provide any other Person with access to the
Program or portions of it using User’s user name, password or other security information. User hereby agrees to notify Med+Proctor immediately of any
unauthorized access to or use of User’s user name, password and other security information or any other breach of security. User hereby agrees to
ensure that User exits from the Account at the end of each session. User should take particular caution when accessing the Account from a public or shared
computer so that another Person is unable to view or record User’s password and/or personal, private information.
c. Authority to Deactivate Account. Med+Proctor hereby retains the right to disable any User Account (including any user name, password or other
identifier), whether chosen by User or provided by Med+Proctor, at any time in Med+Proctor’s sole and exclusive discretion for any or no reason,
including if, in Med+Proctor’s opinion, User has violated any Term or this EULA.
d. Educational Institution’s Responsibilities. Notwithstanding anything in this EULA, the Educational Institution is and shall be responsible
for: (i) facilitating Student access to the Program; (ii) ensuring that all Persons who use the Program (including Students and Healthcare Providers) are
aware of the Terms; and (iii) obtaining any and all consent or authorization necessary from Users (including Students and Healthcare Providers) for their
access and use of the Program and for Med+Proctor to accomplish the purposes of the TSA and/or this EULA.
8. Lawful Use. User acknowledges, agrees and represents that User shall not use or otherwise export or re-export the Program, or
any information collected and/or made accessible through the Program, except as authorized by United States law and the laws of the jurisdiction in which
the Program was obtained and/or used. In particular, but without limitation, the Program, including any information collected and/or made accessible
through the Program, may not be exported or re-exported (a) into any U.S. embargoed countries or a foreign national of such 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 Program, User represents and warrants that User is not located in any such country, a foreign national of any such country (unless the User is
legally present in the United States and is a Student or is in the process of enrolling as a Student or Healthcare Provider, as defined above), or on any
such list. User also hereby acknowledges and agrees that User will not use the Program for any purposes prohibited by United States law, including, but not
limited to, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
9. Prohibited Uses. In addition to any and all other limitations, prohibitions and/or restrictions in the Terms of this Agreement,
User hereby acknowledges, agrees and represents that:
a. User shall not use the Program in a manner that offers or promotes services that may be damaging to, disparaging of or otherwise detrimental to
Med+Proctor or its licensors, licensees, affiliates and/or partners;
b. User shall not transfer, display or otherwise provide content or functionality from Med+Proctor to anyone who is not a Student, Educational Institution
or Healthcare Provider, without the express written consent of Med+Proctor;
c. User shall not modify or customize any aspect of the Program, without the express written consent of Med+Proctor;
d. User shall not use the Program in a manner that interferes with, disrupts, damages and/or accesses in an unauthorized manner the servers, networks
and/or other properties and services of any third party;
e. User shall keep any and all information uploaded and/or submitted, reviewed, verified or otherwise accessed through the Program strictly confidential,
and shall not disseminate any such information in any unauthorized manner, through any unauthorized channels, and/or in any way that does not comport with
f. User shall be solely responsible for transmission of any data, content, and/or resources User improperly creates, transmits and/or displays through the
Program, and for the consequences of Users actions by doing so;
g. User shall protect the privacy and other legal rights of any other User and/or Person, including, but not limited to, names, user names, passwords,
log-in information, personal information, education or medical records and/or other confidential, proprietary or otherwise sensitive information about
h. User shall not remove, obscure and/or alter any proprietary rights notices (including patent, copyright and trademark notices) that may be affixed to
and/or contained with or within the Program;
i. User shall not, and shall not permit any Person, directly or indirectly, to take any actions that may cause or result in the fragmentation of the
Program and/or Med+Proctor’s products and services or otherwise negatively affect Med+Proctor, including, but not limited to, distributing,
participating in the creation of and/or promotion in any way of a computer program, software and/or software development kit derived in any way from the
j. User shall not use the Program for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to
inappropriate content, by impermissibly asking for personally identifiable information, or otherwise;
k. User shall not use the Program to impersonate or attempt to impersonate Med+Proctor, a Med+Proctor Representative, another User or any other Person;
l. User shall not use the Program in any manner that could disable, overburden, damage, or impair the Site or interfere with any other User’s use of
m. User shall not use any robot, spider or other automatic or manual device, process or means to access the Program for any purpose, including monitoring
or copying any of the material on the Site;
n. User shall not introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
o. User shall not attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Program, the server on which the Program is
stored, or any server, computer or database connected to the Program; and
p. User shall not attempt to interfere with the proper working of the Program.
10. Proprietary Rights. Med+Proctor shall own and retain all right, title and interest, including, but not limited to all
intellectual property rights, in and to (i) the Program and any and all elements, parts, portions and components thereof, including content, technology,
software code (source and object code), APIs, user interfaces and any derivative works and/or compilations thereof; (ii) Med+Proctor’s copyrights,
patents, trademarks, trade secrets and/or other proprietary documents and information; and (iii) any suggestions or feedback provided by User (including
suggestions, comments, improvements, ideas, etc.) concerning or relating to Med+Proctor, the Site, Program and/or Services, any customized aspects of the
Program that Med+Proctor may have developed or be developing, any plug-ins, any applications that Med+Proctor may have developed or be developing and/or
any proprietary knowledge related thereto whether acquired through use of the Program or otherwise.
11. Med+Proctor Program Development. If a User requests customization of the Program and/or development-related Services, and
Med+Proctor agrees to provide a customized Program and/or development-related Services, User hereby acknowledges, agrees and represents that Med+Proctor
shall own and retain all right, title and interest in and to the customized Program (including its features, applications and content) and/or Services.
User hereby acknowledges, agrees and represents that Med+Proctor may market such customized Program (including its features, applications and content)
and/or Services as part of Med+Proctor’s standard Program and Services, and/or may incorporate such customized Program (including its features,
applications and content) and/or Services into Med+Proctor’s standard Program and Services. Nothing in this EULA may be construed as restricting
and/or preventing Med+Proctor from creating and fully exploiting such customized Program (including its features, applications and content) and/or
Services, without any obligation to User. If User elects to obtain a customized Program, development-related Services and/or provide Med+Proctor with any
suggestions or feedback concerning the Program and/or Services, User hereby assigns (and acknowledges, agrees and represents that User’s
Representatives shall assign) all right, title and interest in and to such customized Program, development-related Services, suggestions and/or feedback to
Med+Proctor, and User hereby acknowledges and agrees that Med+Proctor shall be entitled to use, implement, protect and/or exploit any such customized
Program, development-related Services, suggestions and/or feedback in any manner without restriction, to the full extent permitted by applicable law, and
without any obligation of attribution, accounting and/or compensation to User (or User’s Representatives).
12. Intellectual Property Rights. The entire Program (including all features, applications, content, interfaces and functionality)
is, and User hereby acknowledges, agrees and represents that the entire Program is, owned by the Med+Proctor, and is protected by United States and
international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. This EULA simply permits Students to
access and use the Program for personal, non-commercial use and permits an Educational Institution and Healthcare Provide to access and use the Program for
limited commercial purposes as stated above and/or in the TSA. User hereby acknowledges, agrees and represents that User shall not misuse or misappropriate
Med+Proctor’s intellectual property (including, its copyrights, trademarks, patents, trade secrets and other intellectual property or proprietary
13. Consent for Collection and Use of Technical Data. User agrees that Med+Proctor may periodically collect, process and/or store
technical and related information about User, User’s device, system, application, peripherals, and/or use of the Program, including, but not limited
to: internet protocol address, hardware identification, operating system, application software, peripheral hardware, number of active plug-ins and software
development kits, the successful installation and launch of software, and software usage statistics (collectively, “Technical Data”).
Med+Proctor will use Technical Data for internal statistical and analytical purposes to facilitate support, invoicing and/or online services, the
provisioning of updates, and the development of Med+Proctor products and services. Med+Proctor may transfer Technical Data to other companies from time to
time. All information collected by Med+Proctor will be kept confidential, to the full extent required by applicable law, and is subject to
14. Reliance on Information. The information contained or presented on the Site and/or through the Program is made available solely
for general information purposes and/or provided by Persons such as Educational Institutions or Healthcare Providers. Med+Proctor does not warrant the
accuracy, completeness or usefulness of such information. Any reliance by User on such information is strictly at User’s own risk. Med+Proctor
disclaims any liability or responsibility for, and User hereby acknowledges, agrees and represents that Med+Proctor and its Representatives shall not be
liable or responsible for, any information provided, transmitted, communicated, received and/or relied upon by User from Med+Proctor or its
15. Geographic Restrictions. The owner of the Site, Program and/or Services is based in the state of Tennessee in the United
States. Med+Proctor provides the Site, Program and/or Services for use only by Persons located in the United States. Med+Proctor makes no claims that the
Site, Program, Services or any content is accessible or appropriate outside of the United States. Access to and use of the Site, Program and/or Services
may not be legal by certain Persons or in certain countries. If User accesses or uses the Site, Program and/or Services from outside the United States,
User does so on User’s own initiative and shall be responsible for compliance with applicable law.
16. Disclaimer of Warranties.
USER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SITE, PROGRAM AND/OR SERVICES IS AT USER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH USER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, PROGRAM AND/OR ANY
SERVICES PERFORMED OR PROVIDED BY MED+PROCTOR’S SITE AND/OR PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL
FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MED+PROCTOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE, PROGRAM AND/OR 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, OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING FROM
A COURSE OF DEALING, LAW, USAGE OR TRADE PRACTICE. MED+PROCTOR DOES NOT WARRANT AGAINST INTERFERENCE WITH USER’S ENJOYMENT OF THE SITE, PROGRAM
AND/OR SERVICES; THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SITE AND/OR PROGRAM WILL MEET USER’S REQUIREMENTS;
THAT THE OPERATION OF THE SITE AND/OR PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT DEFECTS IN THE SITE, PROGRAM AND/OR SERVICES WILL BE
CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MED+PROCTOR OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE SITE, PROGRAM
AND/OR SERVICES PROVE DEFECTIVE, USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
NEITHER MED+PROCTOR NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER
TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO
USER’S USE OF THE SITE, PROGRAM AND/OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, PROGRAM AND/OR DUE TO USER’S DOWNLOADING OF ANY
MATERIAL POSTED ON THE SITE AND/OR PROGRAM.
ACCESS AND USE OF THE SITE, PROGRAM AND/OR SERVICES MAY OCCUR ACROSS THE NETWORKS OF A NUMBER OF INTERNET SERVICE PROVIDERS AND/OR WIRELESS SERVICE
PROVIDERS. NEITHER MED+PROCTOR NOR ITS REPRESENTATIVES OPERATE THESE NETWORKS AND HAVE NO CONTROL OVER THE OPERATIONS OF THE INTERNET SERVICE PROVIDERS
AND/OR WIRELESS SERVICE PROVIDERS. NEITHER MED+PROCTOR NOR ITS REPRESENTATIVES WILL NOT BE LIABLE TO USER IF CIRCUMSTANCES BEYOND MED+PROCTOR’S
CONTROL INTERRUPT, PREVENT, OR OTHERWISE AFFECT THE TRANSMISSION, COMMUNICATION, POST, TRANSACTION OR OTHERWISE INTERFERE WITH THE INTEGRITY THEREOF,
INCLUDING, BUT NOT LIMITED TO, UNAVAILABILITY OF INTERNET OR WIRELESS SERVICE, COMMUNICATIONS, NETWORK DELAYS, LIMITATIONS ON WIRELESS COVERAGE, SYSTEM
OUTAGES, OR INTERRUPTION OF AN INTERNET OR WIRELESS CONNECTION. MED+PROCTOR DISCLAIMS ANY RESPONSIBILITY FOR ANY INTERNET OR WIRELESS SERVICE USED TO
ACCESS THE SITE, PROGRAM AND/OR SERVICES.
USE OF THE SITE, PROGRAM AND/OR SERVICES MAY INVOLVE THE ELECTRONIC TRANSMISSION OF PERSONAL AND/OR FINANCIAL INFORMATION ACROSS THE NETWORKS OF
INTERNET SERVICE PROVIDERS AND/OR WIRELESS SERVICE PROVIDERS. BECAUSE MED+PROCTOR DOES NOT OPERATE OR CONTROL THE NETWORKS USED TO ACCESS THE SITE,
PROGRAM AND/OR SERVICES, MED+PROCTOR CANNOT GUARANTEE THE PRIVACY OR SECURITY OF INTERNET OR WIRELESS DATA TRANSMISSIONS. ADDITIONALLY, THE WIRELESS
DEVICE BROWSER IS GENERALLY PRE-CONFIGURED BY USER’S WIRELESS INTERNET SERVICE PROVIDER. CHECK WITH USER’S SERVICE PROVIDER FOR INFORMATION
ABOUT THEIR PRIVACY AND SECURITY PRACTICES. FOR PERSONAL OR CONFIDENTIAL INFORMATION SENT TO OR FROM MED+PROCTOR OVER THE INTERNET FROM A MOBILE
DEVICE, MED+PROCTOR REQUIRES THAT A “SECURE SESSION” BE ESTABLISHED USING TRANSPORTATION LAYER SECURITY (“TLS”). USER’S
INTERNET SERVICE PROVIDER AND/OR WIRELESS SERVICE PROVIDER MAY LEVY FEES OR CHARGES FOR TRANSMISSION OR RECEIPT OF MESSAGES AND OTHER COMMUNICATIONS
PERFORMED USING USER’S DEVICE OR OTHER EQUIPMENT ON THEIR NETWORK, AND USER IS SOLELY RESPONSIBLE FOR SUCH CHARGES.
To the extent otherwise agreed by an Educational Institution and Med+Proctor in an applicable TSA, any provisions set forth in this section that conflict
with the Disclaimer of Warranty provisions set forth in that TSA shall not apply to that Educational Institution, and the conflicting provisions set forth
in the TSA shall control with regard to the Educational Institution (but not as to any Students or Healthcare Providers having a relationship with such
17. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE AGREED IN A TSA, USER
HEREBY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL MED+PROCTOR OR ITS REPRESENTATIVES BE LIABLE FOR DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY
DIRECT, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
ACTUAL OR ANTICIPATED REVENUE OR PROFIT, LOSS OF CAPTIAL, LOSS OF USE, LOSS OF GOODWILL,
LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REPUTATION,
LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR OTHER LOSSES OF ANY KIND, ARISING OUT OF OR RELATING TO THE LICENSE
OF THE PROGRAM, THIS EULA, THE TSA, IN ANY WAY RELATED TO USER’S USE OR INABILITY TO USE THE SITE, PROGRAM AND/OR SERVICES, HOWEVER CAUSED, OR
OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTORY OR OTHERWISE) AND EVEN IF MED+PROCTOR HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
In no event shall MED+PROCTOR’S total liability to User for all damages (other than as may be required by applicable law in cases involving
personal injury) exceed FIFTY DOLLARS ($50.00). THE LIMITATION OF LIABILITY IN THIS PARAGRAPH 17 IS CUMULATIVE AND NOT PER INCIDENT, OCCURRENCE, DAMAGE
OR INJURY (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). ThE Limitation OF LIABILITY IN THIS PARAGRAPH 17 and the disclaimer
in PARAGRAPH 16 above will apply even if the above-stated remedy fails of its essential purpose.
To the extent otherwise agreed by an Educational Institution and Med+Proctor in an applicable TSA, any provisions set forth in this paragraph that conflict
with the limitation of liability provisions set forth in that TSA shall not apply to that Educational Institution, and the conflicting provisions set forth
in the TSA shall control with regard to the Educational Institution (but not as to any Students or Healthcare Providers having a relationship with such
18. Indemnification. To the full extent permitted by applicable federal and state law, User shall indemnify, defend and hold
Med+Proctor and its Representatives harmless from any action, proceeding, claim, cause of action, demand, complaint, grievance, injury, damage, relief or
liability (individually and collectively, “Claim”), including reasonable attorneys’ fees, made by any Person due to, concerning,
relating to or arising out of User’s access or use of the Program and/or Services, User’s negligent, wanton and/or intentional acts or
omissions, User’s infringement of a third-party’s intellectual property, and User’s breach of the Terms. User shall use best efforts to
cooperate with Med+Proctor in the defense of any such Claim. Med+Proctor reserves the right, at Med+Proctor’s expense, to employ separate counsel and
assume the exclusive defense and control of any such Claim subject to indemnification by User.
To the extent otherwise agreed by an Educational Institution and Med+Proctor in an applicable TSA, any provisions set forth in this paragraph that conflict
with the indemnification provisions set forth in that TSA shall not apply to that Educational Institution, and the conflicting provisions set forth in the
TSA shall control with regard to the Educational Institution (but not as to any Students or Healthcare Providers having a relationship with such
19. Commercial Status. The Program is a “Commercial Item,” 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 of this EULA. Unpublished rights are reserved under the copyright laws of the
20. Governing Law, Jurisdiction. Unless otherwise agreed in a TSA, User’s access and use of the Site, Program and/or Services
is governed by, construed and enforced in accordance with the laws of the state of Tennessee, USA and applicable federal law without regard to conflicts of
laws principles. Any Claim concerning, relating to or arising out of this EULA, the Terms, access or use of the Site, Program, Services and/or the
relationship between Med+Proctor and User shall be brought solely and exclusive in the applicable state or federal courts located in Nashville, Tennessee,
USA, and the User acknowledges that no other court(s) will have jurisdiction or venue over any such claim. User expressly consents to the personal
jurisdiction and venue of the applicable state and federal courts located in Tennessee. User’s use of the Program may also be subject to other local,
state, national or international laws. To the extent otherwise agreed by an Educational Institution and Med+Proctor in an applicable TSA, any provisions
set forth in this paragraph that conflict with the governing law provisions set forth in that TSA shall not apply to that Educational Institution, and the
conflicting provision set forth in the TSA shall control with regard to the Educational Institution (but not as to any Students or Healthcare Providers
having a relationship with such Educational Institution).
21. Limitation on Time to File Claims.
ANY CLAIM USER MAY HAVE CONCERNING, RELATING TO OR ARISING OUT OF THIS EULA, THE TERMS, ACCESS OR USE OF THE SITE, PROGRAM AND/OR SERVICES AND/OR THE
RELATINOSHIP BETWEEN MED+PROCTOR AND USER SHALL BE INITIATED OR COMMENCED WITHIN AND NO LATER THAN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OTHERWISE,
SUCH CLAIM IS PERMANENTLY BARRED.
22. Third Party Beneficiaries. This EULA is for the sole benefit of Med+Proctor, User and their successors, and nothing in this
EULA, express or implied, shall give or be construed to give any Person other than Med+Proctor and User any legal or equitable rights whatsoever.
23. Severability. If any Term shall be deemed invalid, void or for any reason unenforceable, that Term or those Terms shall be
deemed severable and shall not affect the validity and enforceability of any remaining Terms. Failure of Med+Proctor to exercise or enforce any right or
provision of this EULA shall not constitute a waiver of such right or provision in that or any other instance.
24. Injunctive Relief. User hereby acknowledges, agrees and represents that Med+Proctor shall have the right to obtain an
injunction against any unauthorized use of the Site, Program and/or Services by User secured by a nominal bond of no more than One Hundred Dollars
($100.00), in addition to any other rights and remedies to which Med+Proctor may be entitled. To the extent otherwise agreed by an Educational Institution
and Med+Proctor in an applicable TSA, any provisions set forth in this paragraph that conflict with the injunctive relief provisions set forth in that TSA
shall not apply to that Educational Institution, and the conflicting provision set forth in the TSA shall control with regard to the Educational
Institution (but not as to any Students or Healthcare Providers having a relationship with such Educational Institution).
25. Headings. The headings in this EULA are for convenience only and shall not affect the construction or interpretation of any
Term of this EULA.
26. Construction. This EULA shall be construed without regard to any presumption or other rule requiring construction against any
party drafting or causing this EULA to be drafted. Whenever the context of this EULA directs, the plural shall be read as the singular and the singular as
27. Duty to Cooperate. The parties acknowledge that the parties’ mutual cooperation is critical to the ability of Med+Proctor
to successfully and efficiently perform its duties under this EULA. Accordingly, each party agrees to cooperate with the other fully in formulating and
implementing the goals and objectives of this EULA.
28. Entire Agreement. This EULA, along with any additional understandings or agreements expressly incorporated in and/or made
subject to this EULA (including, but not limited to, the TSA), constitutes the entire understanding and agreement between Med+Proctor and User with respect
to the subject matter of this EULA and supersedes all prior or contemporaneous oral or written communications with respect thereto.
29. Authority. User acknowledges and represents that he/she, individually or on behalf of an employer or other Person, has full
legal authority to bind himself/herself and/or his/her employer or other principal to this EULA. If User does not have the requisite authority or capacity,
he/she may not accept this EULA or access or use the Site, Program and/or Services.
30. Additional Provisions Applicable to Educational Institution: To the extent that an Educational Institution has entered into a
TSA or other such Agreement with Med+Proctor that contains the provisions described in this paragraph, the conflicting or corresponding terms and
conditions of that TSA shall control with respect to that Educational Institution. In the event that an Educational Institution becomes a User without
executing a TSA, or by entering into a TSA or other such agreement with Med+Proctor that is silent on the below-listed topics, the provisions set forth in
this paragraph shall be applicable to that Educational Institution:
a. Messaging and Student and/or Former Student Outreach. In conjunction with the Services, Med+Proctor may contact students on the
Educational Institution’s behalf, through interactive voice response (“IVR”), physical mail, text, e-mail or similar communication
methods for any purpose for which the Educational Institution may be permitted to contact students, including, but not limited to, health care operations,
treatment and medical adherence and care coordination programs (including sending immunization reminders and requesting confirmation that immunization
requirements are satisfied). Any such contact on the Education Institution’s behalf will be in strict compliance with all applicable laws and
regulations. In the event that the Educational Institution becomes aware of any such contact that contains inaccurate information, false or misleading
claims, or any content that results or may result in a material detriment to the student(s) and/or the Educational Institution’s interests, the
Educational Institution shall promptly provide notice of such to Med+Proctor, and Med+Proctor and the Educational Institution shall discuss and mutually
agree upon modifications to Med+Proctor’s activities as necessary to address such matters. Med+Proctor may use any student’s and/or former
student’s records of immunization and other records for purposes other than health care operations, treatment and medical adherence and care
coordination programs only after first obtaining such student’s authorization, as may be required by law. Once authorization has been obtained,
Med+Proctor may contact students and/or former students directly for messaging, outreach programs, marketing or other services as allowed under applicable
laws and regulations.
b. Data Use. The Educational Institution and any person using the Program and/or Services hereby agree and represent that all student
immunization records shall be governed by the Family Educational Rights and Privacy Act, and rules and regulations promulgated thereunder, and as amended
(collectively, “FERPA”). Med+Proctor, its employees, agents, or representatives will not at any time (i) use any personally identifiable
patient information (“PII”), including any such PII that constitutes “protected health information” (“PHI”) for
purposes of the Health Insurance Portability and Accountability Act of 1996 and rules and regulations promulgated thereunder and as amended (collectively,
“HIPAA”), directly or indirectly, for the personal benefit of Med+Proctor; (ii) use, divulge, disclose or communicate PII or PHI other than as
a business associate of the Educational Institution; or (iii) divulge, disclose, or communicate any PII or PHI to a third party, unless Med+Proctor has
first obtained a student’s written authorization to do so in accordance with applicable laws and regulations. If Med+Proctor, its employees, agents
or representatives access and/or utilize such PII and/or PHI, Med+Proctor will do so in conformance with the Business Associate Agreement
(“BAA”), if any, and any applicable laws and regulations. Med+Proctor may aggregate and de-identify and license and sell the information only
in a manner that is in strict compliance with applicable laws and regulations. The Educational Institution hereby agrees that it shall have no interest in
any use of PII, PHI or de-identified information for business or commercial purposes unrelated to the Educational Institution. The Educational Institution
hereby acknowledges and agrees that the rights conferred by this paragraph 6 are a principal consideration for the provision of the Services under this
EULA and without which Med+Proctor would not have entered into this EULA. Med+Proctor represents that its systems shall contain security features that
comply with industry standards and that its employees, agents, and representatives will protect and maintain the confidentiality of such information.
i. “Confidential Information” means any data or information disclosed by Med+Proctor to the Educational Institution or by the
Educational Institution to Med+Proctor in connection with this EULA or the parties’ business relationship that is confidential, proprietary, or
competitively sensitive, that is not generally known to the public, and that is clearly identified as confidential or, by its nature, should be reasonably
considered confidential, including, but not limited to: (i) the terms and conditions of Educational Institution’s agreement with Med+Proctor (if any)
(excluding this EULA); (ii) information about new goods or services, product plans, product development costs, marketing strategies and costs, finance,
operations, customer relationships, customer profiles, business affairs, sales estimates or financial performance of either party; (iii) any computer
software (in source code or object code form) or computer database; (iv) trade secrets, as defined by applicable law; and (v) any specifications, business
methods, data, reports, formulae, data models, data formats, file or record layouts, or improvements related thereto. “ Confidential Information” does not include information (i) in the public domain at the time of disclosure or which enters the public
domain after such disclosure through no fault of either party; (ii) generally disclosed to a person or entity not a party to this EULA without restriction,
(iii) communicated to a party by a person or entity not a party to this EULA with the unrestricted right to do so; (iv) approved for release by the other
party in writing; or (v) PII and/or PHI.
ii. In performing their obligations under this EULA, Med+Proctor and the Educational Institution will have access to or be exposed to, directly and
indirectly, Confidential Information of the other party. The Educational Institution acknowledges and agrees that all Program, Services, Med+Proctor
intellectual property, and Med+Proctor’s oral and visual presentations describing the Program and/or Services, business and product plans, financial
information, information about personnel, and information about the Program and/or Services shall be deemed the Confidential Information of Med+Proctor.
iii. The Educational Institution agrees to and shall hold all Confidential Information of Med+Proctor in strict confidence. The Educational Institution
shall not, without the express written permission of Med+Proctor, (i) disclose any Confidential Information to another person or entity, or (ii) use
Confidential Information for any purposes whatsoever, other than the performance of its duties and obligations or the exercise of its rights pursuant to
this EULA. Educational Institution is permitted to disclose Med+Proctor’s Confidential Information only to those of its officers, directors,
employees, consultants, and agents who have a need to know such Confidential Information in furtherance of the purposes of this EULA and then only so long
as such person or entity has agreed in writing to hold the same in confidence on terms not less restrictive than those required by this EULA. Educational
Institution shall use reasonable efforts to assist Med+Proctor in identifying and preventing any unauthorized use, disclosure, or misappropriation of any
Confidential Information. Without limiting the foregoing, Educational Institution shall immediately advise Med+Proctor in the event Educational Institution
learns or has reason to believe that any person or entity who has had access to Med+Proctor’s Confidential Information has violated or intends to
violate the terms of this EULA or that person’s and/or entity’s confidentiality agreement, and shall cooperate in seeking legal, equitable, and
statutory relief (including an injunction) against any such person or entity.
iv. The Educational Institution shall use the same degree of care to safeguard and keep confidential all Confidential Information disclosed to it by
Med+Proctor as the Educational Institution uses to protect its own Confidential Information, but in any event shall use no less than a reasonable degree of
care to protect Med+Proctor’s Confidential Information. The Educational Institution shall not publish, disclose, or use Confidential Information of
Med+Proctor at any time during the term of this EULA or after its termination, except as expressly permitted by the terms of this EULA.
v. If an officer, director, executive, trustee, employee, member, agent or any other person or entity for or on behalf of the Educational Institution is
provided or exposed to Med+Proctor’s Confidential Information, each and every such person shall execute a non-disclosure and confidentiality
agreement expressly prohibiting the person or entity from ever publishing, disclosing, or using Med+Proctor’s Confidential Information. The
non-disclosure and confidentiality agreement required by this paragraph 8(e) shall be approved by Med+Proctor and signed by the person to be bound before
that person is provided or exposed to Med+Proctor’s Confidential Information.
vi. Educational Institution acknowledges and represents that the threatened or actual unauthorized use, disclosure, or misappropriation of Confidential
Information by the Educational Institution or any other person or entity will cause Med+Proctor imminent and irreparable harm for which there is no
adequate remedy at law and, accordingly, Med+Proctor shall be entitled to seek temporary (without notice to the Educational Institution or any other person
or entity), preliminary, and permanent injunctive relief or such other equitable relief as a court of competent jurisdiction may impose in order to prevent
or cure such unauthorized use, disclosure, or misappropriation of Confidential Information, together with all court costs, legal fees, and expenses,
including attorney’s fees, bond or surety fees and costs, and all other costs or expenses associated with or relating to the application for, and
enforcement of, such equitable relief
vii. Except as necessary to complete or facilitate the design, development, test and delivery of the Application Software, Med+Proctor agrees not to
disclose any of the Educational Institution’s Confidential Information. Nothwithstanding anything to the contrary in this EULA, the Educational
Institution acknowledges and represents that Med+Proctor shall be free to use for any purpose the Residuals resulting from access to or work with
Educational Institution’s Confidential Information. “Residuals” means information retained in the unaided memory by persons who have had
access to or worked with Educational Institution’s Confidential Information, including, but not limited to ideas, concepts, know-how and techniques,
contained in such Confidential Information. The Educational Institution acknowledges and represents that Med+Proctor shall not have an obligation to pay
any amount, including a royalty, for products or services resulting from use of the Residuals.
viii. After termination of this EULA for any reason, the Educational Institution shall immediately cease to use Med+Proctor’s Confidential
Information and shall return all copies of documents or things containing Confidential Information in Educational Institution’s possession, custody,
and control or, alternatively, the Educational Institution shall verifiably destroy all such copies and, in either case, shall provide to Med+Proctor a
certificate, signed by an authorized officer of the Educational Institution, confirming that the Educational Institution has satisfied its obligations to
destroy or return all such Confidential Information.
d. Waivers. Any term or condition of this EULA may be waived at any time by the party which is entitled to the benefit thereof, but
only if such waiver is evidenced in writing signed by such party that makes specific reference to this EULA. No failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy created under this EULA shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or remedy by any party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No
waiver by any party of any breach of or default in any term or condition of this EULA shall constitute a waiver of or assent to any succeeding breach of or
default in the same or any other term or condition hereof.
e. Force Majeure. Neither party shall be liable for any failure to meet its obligations under this EULA if the failure is due to
acts of God; fire or explosion (except to the extent caused by the negligence or willful misconduct of the affected party); unusually severe weather; war,
invasion, riot, or other civil unrest; governmental laws, orders, restrictions, actions, embargoes, or blockages; national or regional emergency; and
injunctions, strikes, lockouts, labor trouble, or other industrial disturbances. The party claiming excusable delay shall give notice to the other party,
in writing, as soon as possible after the occurrence of the cause relied upon as well as after termination of the condition and no payments shall be owed
during any such excusable delay.
f. No Assignment. User shall not assign or delegate any of its rights or obligations under this EULA to any other Person without
the prior written consent of Med+Proctor. Any assignment or delegation in violation of this provision shall be null and void.
g. Successors and Assigns. To the extent that any rights or obligations hereunder may be assigned in compliance with Paragraph
30(f), this EULA shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
31. User Comments and Concerns. This Site is operated by MedProctor, LLC, 2126 21st Ave S Nashville, Tennessee, USA 37212. All
feedback, comments, requests for technical support and other communications relating to the Site and/or Program should be directed to: