CTI

eCTI End User License Agreement

This eCTI End User License Agreement (“Agreement”) is a legal agreement between you and Center for Transformation and Innovation, LLC, a Florida Limited Liability Company d/b/a The Physician Leadership Institute (“CTI,” “we,” “us,” or “our”) regarding the eCTI mobile device application (“Application”) you have chosen to download from the The App Store of Apple. The Application is for use with a single mobile device, such as an iPhone, iPad, iPod Touch, or other iPhone OS Product (“Mobile Device”).

This Agreement incorporates by reference our Privacy Policy (“Privacy Policy”), which is available on our website at https://eli.physicianleadership.org, and the The App Store Terms of Service www.apple.com/legal/itunes/us/terms.html#SERVICE (“Apple Terms of Service”). Our Privacy Policy shall be included within the definition of “Agreement” as used herein.

BEFORE YOU CLICK ON THE “AGREE” BUTTON OR ITS EQUIVALENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “AGREE” BUTTON OR ITS EQUIVALENT, YOU ARE CONSENTING TO BE LEGALLY BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, OUR PRIVACY POLICY, AND THE APPLE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE AGREEMENTS, CLICK THE “DISAGREE” BUTTON OR ITS EQUIVALENT AND THE APPLICATION WILL NOT BE INSTALLED ON YOUR MOBILE DEVICE. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

You acknowledge that this Agreement is between you and us, and that Apple and its subsidiaries (“Apple”) are not parties to this Agreement. However, you acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right to enforce the terms of this Agreement against you.

1.         Description of the Application and Content.

A.        eCTI System and Content. The Application permits you to use your Mobile Device to access, use, manage, interface with, and participate in the eCTI coaching system and service (“eCTI System”). The eCTI System may include information, descriptions, articles, images, account information, text, graphics, videos, and other features (“Content”). As used herein, the term “Content” also includes, without limitation, the Application, all text, graphics, descriptions, and other content in the Application, and all such material provided or made available to you through the Application and the eCTI System. Unless explicitly stated otherwise, this Agreement will apply to any new features of or enhancements to the current Application or Content.

B.        Third-Party Providers. Selected portions of the Content or certain tools used for the eCTI System may be provided by one or more third-party vendors or individual Content providers. You understand and agree that we cannot verify the accuracy of such Content, we make no representations or warranties to you that the Content is accurate or reliable, and we have no liability for harm caused by inaccurate or unreliable Content.

C.        Ownership, Assignment, and Use of Information. Certain features of the Application or Content allow or require you to upload or otherwise submit or transmit through the Application certain types of text, graphics, data, records, notes, and other information, some of which may contain your personally identifiable information (collectively, the “Information”). You hereby grant us and all other persons or entities involved in the operation of the Application or the eCTI System, and any of our affiliates or business partners, an irrevocable, unconditional, royalty-fee, non-exclusive, right and license to use, reproduce, modify, display, alter, revise, prepare derivative works, and publish the Information for any purpose, commercial or otherwise, including, without limitation, the right to transmit, monitor, retrieve, store, or use your Information in connection with operation of the Application or the eCTI System, or for analytic uses. You hereby acknowledge and affirm that the use of the eCTI System is sufficient consideration for the grant of this license to us.

D.        Disclosure Compliance. We reserve the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing us to disclose Content or the Information, the identity of anyone posting Content or Information, or publishing or otherwise making available any materials that are believed to violate this Agreement or other law. BY ACCEPTING THE TERMS OF THIS AGREEMENT YOU WAIVE, RELEASE, AND HOLD US HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION WE TAKE DURING OR AS A RESULT OF OUR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT OR DULY AUTHORIZED REGULATORY AUTHORITIES.

2.         Accounts.

A.        Registration. To use certain portions of the Application or the eCTI System, you may be required to register an account with us. If you register an account with us, you agree to provide true, accurate, current, and complete Information about yourself. We retain the right to suspend or terminate your account and refuse any and all current or future use of the Application and Content (or any portion thereof) if you provide any untrue, inaccurate, outdated, or incomplete information, or if we reasonably suspect that you have provided untrue, inaccurate, outdated, or incomplete information.

B.        Accessibility. The eCTI System is generally accessible 24 hours a day, seven days a week, except for reasonable periods of time for system maintenance. We are not liable under this Agreement for failure to provide access due to a system failure or due to other unforeseen acts. Even in cases where notification is usually required we may modify, suspend, or terminate access to certain portions of the Application or the eCTI System at any time and for any reason without prior notice, in order to protect the system or your Account. You acknowledge and agree that at all times you will comply with any terms and conditions of any third party agreements applicable to your use of the Application, including, without limitation, the terms and conditions of any third party wireless data service agreement.

C.        Security. You are responsible for taking all reasonable steps to ensure that no unauthorized person obtains access to your passwords or accounts. You are responsible for all activities that occur under your password or account. It is your sole responsibility to: (1) control the dissemination and use of activation codes and passwords; (2) authorize, monitor, and control access to and use of your account and password; (3) promptly inform us of any need to deactivate a password; and (4) access your account over a secure Internet connection. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.C. Nor are we liable for any loss or damage arising from Information compromised as a result of your lost, stolen, or damaged hardware or software.

3.         License Grant. We hereby grant you a limited, personal, revocable, non-exclusive, and non-transferable license (“License”) to download, install on one Mobile Device, and use, for personal or internal purposes only, one copy of the executable code version of the Application for your use in connection with the communication, content, and coaching features available via the eCTI System. No other rights, whether express or implied, are granted. The License does not entitle you to receive from us any hard-copy documentation, technical support, telephone assistance, or enhancements, revisions, or updates to the Application. This Agreement will also govern any upgrades in, enhancements to, and new versions of the Application, unless such upgrades are offered under a separate license, which will govern such upgrades, enhancements, and new versions.

4.         Restrictions on License Rights. You agree not to do any of the following:

A.        redistribute, sell, assign, sublicense, rent, lease, or loan the Application or the eCTI System to any third party;

B.        remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Application;

C.        reverse engineer, decompile, or disassemble the Application, or otherwise attempt to derive the source code for the Application, or modify or create derivative works of source code or object code installed on your Mobile Device as part of the Application, including but not limited to, any customization, translation, or localization;

D.        permit or facilitate access to the Application, eCTI System, or Content or use of the Application or Content by automated electronic processes, “robots,” “spiders,” “scrapers,” “webcrawlers,” or other computer programs that monitor, copy, or download data or other content found on or accessed through the Application or the eCTI System, including, without limitation, real-time information feeds or other video, audio, or data content, whether current or archival;

E.         upload, post, e-mail, transmit, or otherwise make available any topic, name, material, or information that is unlawful, harmful, infringing, threatening, abusive, harassing, tortious, profane, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

F.         interfere with, disrupt, unreasonably drain the resources of (through virus infections, denial of service attacks, any form of excessive use, or any other drain), the Application or Content servers or networks connected to the Application or Content, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or Content; or

G.        attempt to, or assist any other person to, circumvent or modify any security technology or software that is part of the Application or the eCTI System, or used to administer the Usage Rules (as defined in the Apple Terms of Service).

5.         Term and Termination.

A.        Term. This Agreement is effective until terminated.

B.        Termination by Cancellation. You may terminate this Agreement by contacting us to cancel your account on the eCTI System and deleting all copies of the Application then in your possession or the possession of your officers, employees, representatives, and affiliates.

C.        Termination for Cause. You agree that we shall have the right, in our sole discretion, to terminate or suspend your access to or use of the Application, eCTI System, Content, or any part thereof temporarily or permanently, at any time and from time to time, and with or without notice, for any reason whatsoever including, without limitation, quality assurance or if we believe that you have violated or acted inconsistently with the letter or spirit of any provision of this Agreement. You also agree that we will not be liable to you or to any third party for any modification, termination, or suspension of access to the Application, eCTI System, or Content.

D.        Post-termination Obligations. Upon termination of this Agreement, the License shall be immediately revoked, you shall cease all use of the Application, and you shall immediately destroy all copies of the Application then in your possession or the possession of your officers, employees, representatives, and affiliates. We have no obligation to return to you any of your data, Information, or copies of any Content that you submit to us through the Application or to the eCTI System. All provisions of this Agreement related to disclaimer of warranties, remedies, damages, our proprietary rights, and confidentiality shall survive this Agreement’s termination, expiration, or cancellation for any reason whatsoever.

6.         Proprietary Rights. The Application contains copyrighted material, trade secrets, and other proprietary materials owned by us and protected by United States copyright laws, trademark laws, patent laws, and international treaty provisions. We own and retain all rights, title, and interest in and to the Application, including any and all patents, trademark, copyright, trade secret, and other intellectual property rights embodied or contained therein. The Application is licensed, not sold, to you for use only under the terms and conditions of this Agreement, and we reserve all rights not expressly granted to you in this Agreement. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit, challenge the validity of, or interfere in any manner with our ownership of or rights with respect to the Application or the eCTI System. The Application is our confidential and proprietary information. During the term of this Agreement and thereafter, you shall maintain the foregoing in strict confidence, not disclose to anyone or use the same for any purpose whatsoever except for those uses authorized by the License.

7.         Modification of this Agreement. From time to time, and in our sole discretion, we may need to modify the terms, conditions, and provisions of this Agreement. Please check the eCTI Site frequently for the most current version of this Agreement. Your continued use of the Application indicates your acceptance of such modifications to this Agreement.

8.         Indemnification and Waiver. By using the Application, you agree to indemnify and hold us, our directors, officers, members, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this Agreement, your use of the Application, or any action taken by us as part of an investigation of a suspected violation of this Agreement, or as a result of our finding or decision that a violation of this Agreement has occurred. This means that you cannot sue or recover any damages from us, our directors, officers, employees, affiliates, agents, contractors, and licensors as a result of our decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the Application, or to take any other action during the investigation of a suspected violation or as a result of our conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violation described in or contemplated by this Agreement.

9.         Disclaimer of Warranty. THE APPLICATION IS PROVIDED “AS-IS” AND WITH “ALL FAULTS” WITHOUT ANY WARRANTY WHATSOEVER. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE APPLICATION TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE APPLICATION.    WE MAKE NO GUARANTIES REGARDING THE ACCURACY OF ANY DATA, INFORMATION, OR CONTENT PROVIDED WITHIN THE APPLICATION.   WE MAKE NO WARRANTY THAT THE APPLICATION WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE APPLICATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU HEREBY ACKNOWLEDGE THAT THE APPLICATION MAY NOT BE OR BECOME AVAILABLE, OR MAY EXPERIENCE DISRUPTIONS IN SERVICES, DUE TO ANY NUMBER OF FACTORS, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, TECHNICAL FAILURE OF THE APPLICATION OR THE TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, INCREASED OR FLUCTUATING DEMAND AND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING APPLICATION AVAILABILITY, ACCESSABILITY, OR PERFORMANCE.

10.       LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. OUR SOLE OBLIGATION AND LIABILITY UNDER THIS AGREEMENT, AND YOUR SOLE AND EXCLUSIVE REMEDY, IS THE REPLACEMENT OF THE APPLICATION. THIS REMEDY IS VOID IF FAILURE OF THE APPLICATION HAS RESULTED FROM ACCIDENT, ABUSE, OR MISAPPLICATION.

YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE APPLICATION AND THE INFORMATION CONTAINED IN OR COMPILED BY THE APPLICATION, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY US OR A THIRD PARTY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR APPLE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL; WORK STOPPAGE; HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE; REPAIR COSTS; OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, OR THE INCOMPATIBILITY OF THE APPLICATION WITH ANY HARDWARE OR SOFTWARE, OR RESULTING FROM YOUR LOST OR STOLEN MOBILE DEVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.     IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE GREATER OF: (1) THE AMOUNT PAID BY YOU FOR THE APPLICATION; AND (2) ONE HUNDRED AND NO/100 DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11.       Copyright and Intellectual Property Agent. The following information is provided below so that you may notify us if you believe that your intellectual property has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated or infringed. To report claims of copyright or other intellectual property infringement, you must provide written notification to our designated agent, who can be reached as follows:

By mail:

Center of Transformation and Innovation c/o Copyright Agent

3802 Spectrum Boulevard Suite 116A

Tampa, Florida 33612

By email:

support@ctileadership.com

Such written notification must include the following information to be effective:

  • a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or intellectual property interest that has been allegedly infringed;
  • •a description of the copyrighted work or works or intellectual property interest that has been allegedly infringed;
  • a description of the location or locations of the allegedly infringing material on the Application or the eCTI System;
  • the contact information of the person authorized to act on behalf of the owner of the copyright or intellectual property interest, including address, telephone number, and email address;
  •  a statement that the owner of the copyright or intellectual property interest believes in good faith that the use in dispute is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • a statement, made under penalty of perjury, that the notice information is accurate and that the statement is made by the owner of the copyright or intellectual property interest or a person authorized to act on the behalf of the owner of the copyright or intellectual property interest.

12.       Dispute Resolution.

A.        Arbitration. Any controversy or claim arising out of or relating to this Agreement or the negotiation, formation, performance, or breach thereof, shall be determined by arbitration administered by the American Arbitration Association under its commercial arbitration rules. All arbitration matters and related proceedings shall be conducted in strict confidence and conducted exclusively in Tampa, Florida.                        The arbitration shall be conducted by a single arbitrator selected by the parties. Unless otherwise agreed between the parties, the arbitrator shall be an attorney with experience in the areas of information technology or computer software licensing, installation, and implementation. The written decision of the arbitrator shall be final, binding, and convertible into a court judgment in any appropriate court having jurisdiction. The arbitration proceedings and decision shall be confidential. Nothing in this section shall prevent either party from seeking an injunction or other immediate relief in any court, wherever located, to enforce any covenants of confidentiality, non-use, or non-disclosure set forth herein.

B.        Court Proceedings. All disputes arising out of or relating to this Agreement, except those subject to arbitration as set forth in section 12.1 above, are subject to the exclusive jurisdiction of the courts of the State of Florida in Hillsborough County, Tampa, Florida, and you expressly consent to the exercise of personal jurisdiction in the courts of Florida in connection with any such dispute including any claim involving us or our affiliates, subsidiaries, employees, contractors, officers, or directors.

C.        Legal Fees. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.

13.       Governing Law. This Agreement is governed by the laws of the State of Florida, without reference to conflict of laws principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement is a license and not a sale of goods. The parties agree that this Agreement and the Application shall not be subject to or governed by the Uniform Commercial Code.

14.       Interpretation. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement or the application of any provision to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of this Agreement or the application of the provision to the other parties or other circumstances. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.

15.       Miscellaneous. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. This Agreement is the entire agreement and a complete and exclusive statement of the agreement between the parties, which supersedes all prior or concurrent negotiations, proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors. The relationship between you and us is that of independent contractors and neither you nor your agents shall have any authority to bind us in any way. You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein.

16.       Maintenance and Customer Service. You acknowledge that we, and not Apple, are solely responsible for addressing any questions, comments, or concerns relating to the Application and/or the maintenance, support, or your use of the Application, including but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer protection or similar legislation; and (d) claims by third parties that the Application infringes the intellectual property rights of such third parties. If you have any comments or questions, please contact us at: support@ctileadership.com.

 

Last Modified: October 18 2017