END USER LICENSE AGREEMENT /
TERMS OF USE
IMPORTANT: PLEASE READ THIS EULA CAREFULLY.
Med+Proctor is a developer and distributor of educational and medical record management hardware,
software, and mobile applications. Med+Proctor also provides Services to 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 thereto.
The Site, Program, and/or Services are to be accessed and used only by Users (and/or their
Representatives) who are thirteen (13) 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 eligibility
requirements.
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 another agreement.
1. Definitions. All capitalized terms used in this EULA shall have the meanings ascribed below
and/or elsewhere in this EULA:
a. EULA: this “End User License Agreement / Terms of Use,” including all amendments and
modifications that Med+Proctor may make from time to time, which is accessible through the Site
(https://www.medproctor.com/term-of-service/) and/or an Application;
b. Account: an User’s personal portal, accessible by the Site and/or an Application, to which the
User has secure access, through which the User 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 and/or medical records including but not limited to immunization
requirements and/or immunization records;
d. Vaccine Record: records pertaining to an User, as that term is defined in the HIPAA, codified at
20
U.S.C.A. §1232g(a)(4), and the rules and regulations promulgated there-under, including 34 C.F.R.
§99.3.
e. Institution: a government, corporate, or educational institution.
g. Healthcare Provider: a Person 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), Institution(s), Healthcare
Provider(s), User(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 there-under.
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 there-under.
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 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), user(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 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 (https://www.medproctor.com), including, but not limited to, any
pages or sub-pages and sections or subsections thereof, and any links to the Program accessible
through the Site;
o. User: any individual employed/enrolled at a government, corporate, or school who must submit
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 Institution, which may set forth
specific details or custom specifications of the Program as it is to be implemented at the
Institution and used by its Users and/or a User’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 an user,
, a Healthcare Provider, a Representative of an User, 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 Institution. Med+Proctor grants an Institution a limited, non-exclusive,
non-transferable, non-sublicensable, revocable license to access and use the Program solely:
i. to distribute to User’s information about the Program that enables Users to establish an Account
and make permissible use of the Program, as set forth in this EULA;
ii. to post and/or update the Institution’s immunization requirements and any other medical records
requirements, if displayed through the Program;
iii. to review compliance by Users with the Institution’s immunization requirements and any other
medical records requirements;
iv. to notify, or cause to be notified, Emloyees about the Institution’s immunization requirements
and any other medical records requirements, including an User’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 Institution and
Med+Proctor.
b. License to the User. Med+Proctor grants an User a limited, non-exclusive, non-transferable, 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 Institution’s immunization requirements and any other
medical records requirements;
iii. to submit, or cause to be submitted, immunization records and any other medical records, as
required by an Institution;
iv. to review personal compliance with an Institution’s immunization requirements and any other
medical records requirements;
v. to receive notifications regarding an Institution’s immunization requirements and any other
medical records requirements, including the User’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 User and Med+Proctor.
c. License to the Healthcare Provider. Med+Proctor grants a Healthcare Provider a limited, non-
exclusive, non-transferable, non-sublicensable, revocable license to access and use the Program
solely:
i. to review Institution immunization requirements and any other medical records requirements, if
displayed through the Program;
ii. to submit, or cause to be submitted, User immunization records and any other medical records
through the Program;
iii. to receive notifications regarding an Institution’s immunization requirements and any other
medical records requirements, including an User’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 sub-paragraphs
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 licencors, 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 Institution by this EULA is effective until
the date when the applicable TSA expires and/or is otherwise terminated by Med+Proctor or the
Institution, in accordance with the Terms of this EULA and/or the TSA. A license granted to Users
and/or Healthcare Providers is derivative of the license granted to the Institution with which the
User is affiliated, and therefore, the User’s and/or Healthcare Provider’s license terminates at
the same time as the termination of the Institution’s license, or at such time when the User is no
longer employed at the 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 User. Unless otherwise agreed in writing by Med+Proctor and the
User, by accessing and using the Site, Program and/or Services, User 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 User’s
immunization record to another Person. Specifically, User and/or his/her duly authorized
Representative consents to and authorizes the use, disclosure and release of User’s immunization
record.Similarly, User and/or his/her duly authorized Representative consents to and authorizes the
use, disclosure and release of protected information from User’s immunizaton record. User’s
immunization record (including Institution 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 Institution’s immunization requirements) and any other purposes
authorized by the User. 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. User 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. User 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. User’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 User’s consent and authorization under
this paragraph 5 of the EULA. To the extent agreed in writing by an individual User and
Med+Proctor, the terms of this paragraph 5 shall not apply and the nature and extent of the User’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 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
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 limited to, through the use of any
interactive features on the Site or Application, is governed by Med+Proctor’s Privacy Policy
(located at https://www.medproctor.com/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. Institution’s Responsibilities. Notwithstanding anything in this EULA, the Institution is and
shall be responsible for: (i) facilitating User access to the Program; (ii) ensuring that all
Persons who use the Program (including Users and Healthcare Providers) are aware of the Terms; and
(iii) obtaining any and all consent or authorization necessary from Users (including Users 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 an User or is in the process of onboarding as an User
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 an User, 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 applicable law;
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 Persons;
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 Program;
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 the Site;
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 Users to access and use the Program for personal non-commercial use and permits an
Educational Institution and Healthcare Provider 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 rights).
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 Med+Proctor’s Privacy Policy (available at https://www.medproctor.com/privacy/).
By accessing or using the Site Program and/or Services User consents to all actions taken by
Med+Proctor with respect to User information in compliance with the Privacy Policy and to the
extent permitted by applicable law.
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 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 Representatives.
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
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 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 Institution and the conflicting provisions set forth in
the TSA shall control with regard to the Institution (but not as to any Users or Healthcare
Providers having a relationship with such Institution).
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 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 Institution and the conflicting provisions set forth
in the TSA shall control with regard to the Educational Institution (but not as to any Users or
Healthcare Providers
having a relationship with such Institution).
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 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 Institution and the conflicting provisions set forth in the TSA
shall control with regard to the Institution (but not as to any Users or Healthcare Providers
having a relationship with such Institution).
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 United States.
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 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 Institution and the conflicting provision
set forth in the TSA shall control with regard to the Institution (but not as to any Users or
Healthcare Providers having a relationship with such 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
RELATIONSHIP 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 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
Institution and the conflicting provision set forth in the TSA shall control with regard to the
Institution (but not as to any Users or Healthcare Providers having a relationship with such
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 the
plural.
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 Institution. To the extent that an 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 Institution. In the event that an 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
Institution:
a. Messaging and User and/or Former User Outreach. In conjunction with the Services Med+Proctor may
contact users on the Institution’s behalf through interactive voice response (“IVR”) physical mail
text e-mail or similar communication methods for any purpose for which the Institution may be
permitted to contact users 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
Institution’s behalf will be in strict compliance with all applicable laws and regulations. In the
event that the 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
user(s)
and/or the Institution’s interests the Institution shall promptly provide notice of such to
Med+Proctor and Med+Proctor and the Institution shall discuss and mutually agree upon modifications
to Med+Proctor’s activities as necessary to address such matters. Med+Proctor may use any user’s
and/or former users’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 user’s authorization as may be required by law. Once authorization has been obtained
Med+Proctor may contact users and/or former users directly for messaging outreach programs
marketing or other services as allowed under applicable laws and regulations.
b. Data Use. The = Institution and any person using the Program and/or Services hereby agree and
represent that all user immunization records shall be governed by the Family Educational Rights and
Privacy Act and rules and regulations promulgated there-under and as amended (collectively
“FERPA”). Med+Proctor its users 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 there-under 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 Institution;
or (iii) divulge disclose or communicate any PII or PHI to a third party unless Med+Proctor has
first obtained a user’s written authorization to do so in accordance with applicable laws and
regulations. If Med+Proctor its users 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 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 Institution. The 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 users agents and representatives will protect and maintain the
confidentiality of such information.
c. Confidentiality.
i. “Confidential Information” means any data or information disclosed by Med+Proctor to the
Institution or by the 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 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 formulas 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 Institution will have
access to or be exposed to directly and indirectly Confidential Information of the other party. The
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 Institution agrees to and shall hold all Confidential Information of Med+Proctor in strict
confidence. The 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 users 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. 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
Institution shall immediately advise Med+Proctor in the event 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 Institution shall use the same degree of care to safeguard and keep confidential all
Confidential Information disclosed to it by Med+Proctor as the 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 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 user member agent or any other person or entity for or
on behalf of the 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. Institution acknowledges and represents that the threatened or actual unauthorized use
disclosure or misappropriation of Confidential Information by the 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 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 Institution’s Confidential
Information. Notwithstanding anything to the contrary in this EULA the 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
Institution’s Confidential Information including but not limited to ideas concepts know-how and
techniques contained in such Confidential Information. The 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 Institution shall immediately cease to use
Med+Proctor’s Confidential Information and shall return all copies of documents or things
containing Confidential Information in Institution’s possession custody and control or
alternatively the 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 Institution confirming
that the 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 here-under 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:
help@medproctor.com
