Terms and Conditions

These terms and conditions (“Terms”) contain important information about the products and services provided to you by Impruvon. By placing an order for our Equipment or Services, or commencing use of the same, you agree to be bound by these Terms.

These Terms govern the agreement under which you (or your organization if you are acting on its behalf in ordering Services from Impruvon), the Subscriber (“you,” “your” or “Subscriber”), agree to use Impruvon’s products and services (the “Services,” including Equipment, Content, and Software) and under which Impruvon agrees to provide the Services to you.

These Terms form an integral part of the order form you used to become a Subscriber, including pricing, payment terms, and duration of your subscription. These Terms also include our Privacy Policy applicable to the Services, all of which are incorporated herein by reference.

The current version of the terms of these Terms will be available at https://impruvonhealth.com/terms. From time to time, Impruvon may make revisions to these Terms and to the policies relating to the Services. Revisions to these Terms shall be effective on the date of revision. By continuing to use the Services, you accept any such revisions. You will be notified at least 30 days in advance of any changes in pricing of Equipment or Services.

2.1  Content. Content means all content provided by Impruvon or by its Third Party licensors and accessible through the Services, including without limitation images, photographs, animations, video, audio, music, and text in any format.

2.2  Device. Devices include computers, tablets, smartphones, or any other device on which Software provided as part of the Services can run.

2.3  Equipment. Equipment includes equipment provided by Impruvon, which typically consists of one or more medication dispensing units configured for use in connection with the Software and the Services provided by Impruvon.

2.4  Force Majeure. Force majeure events are contingencies, the non-occurrence of which form a basic assumption underlying your acceptance of these Terms.

2.5  Premises. The physical locations where the Equipment and/or Services are installed or delivered.

2.6  Services. Services include the Software offerings made available to you via the Website or downloadable mobile app, including all Content, Equipment, and Third Party software applications used in delivery or interaction with the Services, technical support, and other offerings provided to you as a Subscriber.

2.7  Software. Software includes the medication management and adherence software made accessible to you via the Website or Impruvon’s downloadable mobile app, which may include Third Party software, to be used in connection with the Equipment purchased from or leased to you by Impruvon.

2.8   Third Party. A Third Party is any person or entity other than you or Impruvon.

2.9  Website. The Website is the website located at https://impruvonhealth.com/.

3.1  The Services provided under these Terms are solely for Subscriber’s personal or institutional use, as the case may be. Your use of the Services and Equipment may not be used to commit fraud or constitute an abuse of the Services.

3.2  You are responsible for all use of the Services, whether by you or someone using the Services with or without your permission. You agree not to use the Services, directly or indirectly, for any unlawful purpose.

3.3  Games embedded in the Software and provided by Impruvon as part of the Services may include Third Party software or other works that are subject to intellectual property rights of Impruvon or its licensors. You may be granted a limited personal, noncommercial, nonexclusive, non-assignable, non-sublicenseable, and revocable license to use these Services. You may not reproduce, redistribute or otherwise commercially exploit any such works provided to you as part of the Services. All rights not expressly granted to you herein are reserved. We may revoke this license at any time without notice.

4.1  We reserve the right through remote or other means to periodically update, monitor, upgrade, change or discontinue the Software used to support Equipment or Services and to make related changes to the settings and Software on the Equipment, or running on your Devices. You agree to permit such changes and access to the Equipment and Devices as needed. You may use the Software only in connection with the Services and for no other purpose.

4.2  Certain Software may be accompanied by an end-user license agreement (“EULA”) from us or a Third Party. Your use of the Software is governed by the terms of that EULA and by these Terms. You may not install or use any Software that is accompanied by or includes an EULA unless you first agree to the terms of the EULA, including any updates to EULA terms. To the extent any terms of a given EULA directly conflict with the terms of these Terms, the terms of the EULA will apply.

4.3  For Software provided in relation to the Services but not accompanied by an EULA, you are hereby granted a revocable, non-exclusive, non-transferable license by us or our third- party licensor, as the case may be, to use the Software for the sole purpose of receiving the Services from us. All Software licensed to you hereunder is protected by copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights. You may not reproduce, redistribute or otherwise commercially exploit any Software. All rights not expressly granted to you herein are reserved. We may revoke this license at any time without notice for any violation of these Terms.

4.4  You may not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols or labels appearing on or in copies of the Software. You are not granted any title or rights of ownership in the Software. You acknowledge that this license is not a sale of intellectual property and that we or our Third Party licensors continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret and moral rights, to the Software and related documentation, as well as any corrections, updates and upgrades to it. The Software may be used in the United States only, and any export of the Software is strictly prohibited unless authorized by us in writing.

4.5  Your license to use the Software will remain in effect until terminated by Impruvon or its Third Party licensors, or until the Services are terminated. If any portion of the Services or Software is accessed after termination, you are bound by these Terms.

5.1  You agree to allow us and our representatives the right, at reasonable times, to enter the Premises for the purpose of installing, maintaining, servicing, inspecting, upgrading and/or removing any Equipment.

5.2  You acknowledge and agree that you are either an owner of, or legal tenant in, your Premises, and as such have the right to allow us and our representatives to enter and make modifications to the Premises in connection with the delivery of the Services.

6.1  Accepting these Terms means that you also agree to our Privacy Policy, available at https://impruvonhealth.com/privacy-policy/, which may be updated from time to time and describes the information we collect, how that information may be used and shared, and the choices you have about certain uses of information.

6.2  When you access and use Third Party services, including Third Party services which Impruvon may make available as part of or in connection with your Services, you are subject to the terms of service and privacy policies issued by those Third Party providers when using their services.

7.1  We do not represent that the Services will work correctly, or that all features will be available, if you access the Services using your own Devices. We have no responsibility for the installation, operation, support, maintenance, or repair of your Devices.

7.2  Unless you have purchased your Equipment, you acknowledge and agree that at all times ownership of Equipment shall remain with us and that these Terms allow you to use Equipment only in connection with the Services. You are responsible for Equipment which is lost, damaged or stolen.

7.3  We may, at our option, supply new or reconditioned Equipment. We will repair and maintain Equipment owned by us at our expense, unless such repair or maintenance is made necessary due to misuse, abuse or intentional damage to the Equipment, in which case you will be financially responsible for the repair or replacement of the damaged Equipment. You also agree that Equipment will not be serviced by anyone other than our employees or our designated agents or representatives. You further agree not to tamper with or otherwise harm Equipment, and that you will not copy, modify, decompile or reverse engineer any Equipment or Software provided to you by Impruvon.

7.4  Impruvon will from time to time push Software updates to Equipment.

7.4.1  Within one year of Equipment purchase or activation, whichever is earlier, you must contact us to return any defective equipment. If you return Equipment, we may replace it with a new or refurbished item, or we may refund payment for purchased Equipment.

8.1  Unless otherwise provided on your order form, following the expiration of any term provided on your order form, you or Impruvon may terminate the Services at any time and for any reason by giving 30 days’ notice to the other party. Unless otherwise required by applicable law, termination will be effective on the last day of the then-current billing cycle, and you are responsible for all charges incurred through the date of termination.

You agree to pay us in consideration for your receipt or use of the Services, including any Third Party services which may be included as part of the Services, and any Equipment or Software. Your pricing and payment terms appear on your order form.

9.1  Billing for Services will begin automatically following the receipt of Equipment delivered as specified in your order form and activation of your account, subject to any free trial period provided to you by Impruvon.

9.1.1  Regular Services and Equipment charges are billed each month in advance. You agree to pay us in advance, at our rates in effect at the time, through all periods until the Services are terminated.

9.1.2  You agree to pay all applicable charges for Services and Equipment by the due date set forth in your monthly invoice. Charges may be changed at any time upon 30 days’ written notice. Your billing statement may also contain taxes and fees.

10.1  We make no representations or warranties, express or implied, including, to the extent permitted by applicable law, any implied warranty of merchantability or fitness for a particular purpose, about your Services. We do not warrant that your Equipment will work perfectly, will not need occasional upgrades or modifications, or that it will not be negatively affected by network–related modifications, upgrades or the like.

10.2  You and Impruvon agree to limit claims against each other solely to direct damages, and that neither party will make any claim against the other seeking indirect, consequential or punitive damages or the like.

11.1  You agree to defend, indemnify and hold harmless Impruvon against all
liabilities, costs and expenses, including reasonable attorneys’ and experts’ fees, related to or arising from your use of the Services, the Equipment, and Devices used in connection with the Services (or the use of the Services or any such Equipment or Devices by anyone else), (i) in violation of applicable law, regulations or these Terms; or (ii) in any manner that harms any person or results in the personal injury or death of any person or in damage to or loss of any tangible or intangible (including data) property.

12.1  Survival. All obligations of the parties under these Terms, which, by their nature, would continue beyond termination thereof, shall survive such termination. Surviving terms include but are not limited to terms related to use of any third party software or associated EULAs.

12.2  Assignment. These Terms and the Services and/or Equipment supplied by Impruvon are 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, these Terms, and Services may be provided by one or more legally authorized Impruvon affiliates. Furthermore, you agree to notify us of any changes of ownership of, or occupancy in, the Premises immediately upon such transfer of ownership or change in occupancy.

12.3  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.

12.4  Waiver and Severability. Impruvon’s failure at any time to insist upon strict compliance with any of the provisions of these Terms shall not be construed to be a waiver of such terms in the future. If any provision of these Terms 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.
12.5  Force Majeure. Impruvon Parties shall not be liable for any delay or failure of performance or Equipment due to one or more Force Majeure events.

12.6  U.S. Government Restricted Rights. Software and documentation is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government, its agencies or instrumentalities is subject to restrictions pursuant to FAR 12.211, FAR 12.212(a), DFARS 227.7202-1, DFARS 227.7202-3(a), and DFARS 252.227-7014(a)(1) as applicable. Without limiting the foregoing, use, duplication, or disclosure by the U.S. Government, its agencies or instrumentalities is subject to restrictions as set forth in FAR 52.227-19(b)(1) and (b)(2) (Dec 2007). The contractor/manufacturer is Impruvon, Inc. or its licensors or suppliers. The use of the Software and associated documentation is further restricted in accordance with these Terms. Any export of the Software is strictly prohibited.

12.7  Entire Agreement. These Terms, including all policies and licenses referred to herein and posted on the Website, constitutes the entire agreement between you and Impruvon with respect to the subject matter hereof and supersedes any and all other agreements whether written or oral. No changes by you to these Terms shall be effective unless agreed to by the parties in writing.