End User License Agreement
Impruvon, Inc. (“Impruvon”, “we”, “us” or “our”) provides its Software (as defined in Impruvon’s Terms) via web browser and mobile applications to you, the Subscriber (“Subscriber”, “you” or “your”) for use in connection with Impruvon’s Services (as defined in Impuvon’s Terms). The terms of this end user license agreement (“EULA”), including any additional terms and conditions communicated to you through email, SMS, or the Software, as may be updated from time to time, apply whenever you access or use the Services including, without limitation, when you access or use the Software in your capacity as an employee, agent or representative of an organization or institution, in which case that organization or institution will be deemed the Subscriber for the purposes of this EULA.
Subject to your compliance with these Terms and all applicable international, federal, state, and local laws, rules, and regulations, we grant you a limited, revocable, nonexclusive, non-sublicensable, non-transferable, license to use the Software for medication management and adherence and related purposes. The Software may only be installed on devices approved by Impruvon. As the Subscriber, you are solely responsible for providing and controlling access, authorization or credentialing for your use of the Software, including username and password security, and preventing unauthorized access to the Software or the Equipment.
By using the Software, you acknowledge that this EULA is concluded between you and Impruvon only. Impruvon is solely responsible for the Software, including providing any maintenance or support for the Software.
BY AGREEING TO THESE TERMS, YOU HEREBY CONSENT TO RECEIVE TEXT MESSAGES AND EMAILS FROM IMPRUVON AND IMPRUVON’S AFFILIATES TO PROVIDE YOU WITH INFORMATION REGARDING THE SOFTWARE. YOU MAY NOT USE THE SOFTWARE IF YOU DO NOT AGREE TO THESE TERMS.
Changes to Terms
Impruvon may revise and update this EULA from time to time in its sole discretion. All changes are effective immediately when posted. Your continued use of the Software following the posting of revised terms means that you accept and agree to the changes. You are encouraged to check this page from time to time so you are aware of any changes, as they are binding on you.
You are responsible for making all arrangements necessary for you to have access to the Software and ensuring that all persons who access the Software through your Internet connection are aware of the terms of this EULA and comply with them.
If you choose, or are provided with, a username, password, or any other piece of information as a security procedure, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Software using your username, password, or other security information. You agree to notify Impruvon immediately of any unauthorized access to or use of your username or password.
Impruvon reserves the right to disable any username, password, or other identifier at any time with reasonable suspicion that you have violated any provision of Impruvon’s Terms or this EULA, including any nonpayment of fees owed to Impruvon.
The Software and all rights therein are and will remain the property of Impruvon or Impruvon’s licensors. Neither the Terms of this EULA nor your use of the Software grant or convey to you any rights in or related to the Software except for the limited license to use the Software granted to you above. All trademarks, service marks and logos that are used or displayed on the Software are owned by Impruvon or Impruvon’s licensors. You must obtain Impruvon’s written permission prior to using any Impruvon trademark or service mark. Unauthorized use of any trademarks, service marks or logos may be a violation of state, national and international intellectual property laws. Additionally, Impruvon’s custom icons, graphics, logos, scripting and the “look and feel” of the Software are covered by trademark, trade dress, copyright, or other proprietary right law, and may not be copied, modified, or used, in whole or in part, without prior written permission.
Short Message Service (SMS)
In connection with your use of the Software, you may provide (or may have provided) to Impruvon your mobile phone number. Impruvon will use your phone number to provide access to Impruvon’s automated SMS text service which will allow you to receive notification and updates as you may have authorized. The following terms apply to your use of Impruvon’s SMS:
- You can turn off notifications within the Impruvon mobile application or within the settings on your mobile device at any time. After turning them off, you will no longer receive alerts, updates, reminders, or notifications. If you want to receive them at a future point in time, just turn on notifications in the mobile app.
- If you are experiencing issues with the SMS, you can reply with the keyword “HELP” for more assistance, or you can get help directly at firstname.lastname@example.org.
- Impruvon is not liable for any delayed or undelivered messages.
- Wireless carriers or service providers are not liable for delayed or undelivered messages.
Message and data rates may apply for any messages sent to you from Impruvon and to Impruvon from you. You will receive messages synchronized with events according to your subscription preferences. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
No Provision of Medical Advice
IMPRUVON DOES NOT PROVIDE MEDICAL ADVICE, MEDICAL OR OTHER PROFESSIONAL SERVICES, OR ANY GUIDANCE OR SUGGESTED DIAGNOSIS OR TREATMENT OR ANY OTHER FORM OF MEDICAL SERVICES.
Disclaimer of Warranties
THE SOFTWARE AND ALL DATA OR INFORMATION PRESENTED THROUGH THE SOFTWARE ARE PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS. IMPRUVON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IMPRUVON MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE SOFTWARE OR ANY INFORMATION, OPINIONS, MATERIALS AND/OR SERVICES PROVIDED THEREUNDER. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION YOU OBTAIN FROM THE SOFTWARE BEFORE RELYING ON IT. USE OF THE SOFTWARE IS AT YOUR SOLE RISK. IMPRUVON MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER WRITTEN, ORAL OR MULTIMEDIA, OBTAINED BY YOU FROM THE SOFTWARE WILL CREATE ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Your Indemnification Obligations
You agree to indemnify, defend, and hold Impruvon and Impruvon’s subsidiaries, affiliates, officers, agents, employees, contractors, partners and licensors harmless from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, reasonable attorneys’ fees, relating to or arising out of: (i) your use of the Software; (ii) your violation of Impruvon’s Terms or the terms of this EULA; (iii) your negligence, fraud, or willful misconduct; and/or (iv) your violation of any law or regulation or any rights of another entity or individual. Impruvon reserves the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in Impruvon’s defense of such matter. This indemnification will survive any termination of these Terms.
Reservation of Rights
Impruvon reserves the right to seek all remedies available at law and in equity for any violations of the terms of this EULA. Impruvon may, without notice, temporarily or permanently, suspend, disable or block your access to the Software if Impruvon, in its sole discretion, believes there is a violation of the terms of this EULA or any applicable law, rule or regulation. Impruvon may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.
Limitation of Liability
IMPRUVON WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, SERVICES AND/OR PRODUCTS PROVIDED TO YOU ON OR THROUGH THE SOFTWARE.
YOU ACKNOWLEDGE THAT IMPRUVON’S TOTAL LIABILITY TO YOU RELATING TO THESE TERMS FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNT OF SUBSCRIPTION FEES YOU HAVE PAID TO IMPRUVON IN THE 12 MONTHS PRECEDING ANY CLAIM YOU MAKE AGAINST IMPRUVON. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE A FULL UNDERSTANDING OF THE LIMITATION OF LIABILITY SET FORTH IN THIS PARAGRAPH.
Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, our liability will be limited to the fullest extent permitted by applicable law.
Survival. All obligations of the parties under this EULA, which, by their nature, would continue beyond termination thereof, shall survive such termination.
Assignment. This EULA is not assignable or otherwise transferable by Subscriber, without specific written authorization from Impruvon. At Impruvon’s discretion, Impruvon may assign, in whole or in part, this EULA.
Governing Law. These Terms are governed by the laws of the Commonwealth of Virginia. The parties hereby agree that any dispute resolution proceeding arising hereunder may only be filed in a court located in the Commonwealth of Virginia, and may not be removed or transferred therefrom.
Waiver and Severability. Impruvon’s failure at any time to insist upon strict compliance with any of the provisions of this EULA shall not be construed to be a waiver of such terms in the future. If any provision of this EULA is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms shall remain in full force and effect and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.
Force Majeure. Impruvon Parties shall not be liable for any delay or failure of performance or Equipment due to any contingency, the non-occurrence of which form a basic assumption underlying this EULA.
Last updated September 5, 2023