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 Services (as defined below) 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.

1. NOTICE OF CHANGES TO THESE TERMS.
   The current version of these Terms are 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 (and subject to your acknowledgment), you accept any such revisions. You will be notified at least thirty (30) days in advance of any changes in pricing of Equipment or Services.
2. DEFNITIONS
   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 the ImpruvonHealth MedBox and ImpruvonHealth E-Kit and any other equipment provided by Impruvon configured for use in connection with the Software and the Services provided by Impruvon.

2.4  Force Majeure. Force majeure events include, without limitation, acts of God, war, civil commotion, terrorism, governmental action, earthquake, fire, storm, flood, explosion, pandemics, labor strikes, walkouts and other industrial disturbances, governmental laws or regulations or other events beyond the reasonable control of Impruvon.

2.5  Impruvon Confidential Information.  Impruvon Confidential Information means any information, including, without limitation, pricing terms, business activities, materials, processes, models, formulas, programs, codes, designs, techniques, ideas and intellectual property (whether registered or unregistered) of Impruvon.

2.6  Premises. The physical locations where the Subscriber’s Equipment and/or Services are installed or delivered.

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

2.8  Software. Software includes, without limitation, the medication management and adherence software made accessible to you via the Website or Impruvon’s downloadable or web-based app (which may include Third Party software) to be used in connection with the Equipment purchased from or leased to you by Impruvon.

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

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

3. USE OF THE SERVICES.
   3.1  The Services provided under these Terms are solely for Subscriber’s use. Your use of the Services may not be used to commit fraud or other unlawful acts or to abuse the Services.

3.2  You are responsible for all use of the Services, including, for the avoidance of doubt, all losses incurred by either party arising from, related to or in connection with errors made by you in the course of your use of such Services, whether by you or someone using such Services with or without your permission and whether as a result of your negligence, gross negligence or willful, reckless or intentional act or omission.  Such errors may include, by way of example and without limitation, your typographical error or inadvertent click or other selection in connection with your use of Software and mislabeling or improper loading of any drawer in connection with your use of Equipment.

3.3  The Software 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 shall 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 reserve the right to partially or wholly revoke this license at any time without notice.

3.4  Impruvon Confidential Information that is obtained or accessible by Subscriber (a) shall not be used or disclosed for any purpose by Subscriber except as expressly provided herein and (b) must be secured, protected and kept confidential by Subscriber.  Subscriber shall not use Impruvon’s name, image or logo in connection with any press release, promotional material, advertising or similar publication without the express written consent of Impruvon. Impruvon may use Subscriber’s name in its marketing and on the Website for the sole purpose of identifying Subscriber as a customer of Impruvon.

4. SOFTWARE LICENSES AND THIRD-PARTY SERVICES.
   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 grant us access to the Equipment and Devices as we may need. 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 such 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 the terms of a given EULA directly conflict with these Terms, the terms of the EULA will apply.

4.3  For Software provided in relation to the Services that is not governed 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. All Software licensed to you hereunder is protected by copyrights, patents, trademarks, trade secrets, or 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 copyright, patent, trademark, trade secret and moral rights, in and to the Software and related documentation, as well as any derivative works, 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 you access any portion of the Services or Software after termination, you are bound by these Terms.

5. ACCESS TO PREMISES.
   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 the Premises in connection with the delivery of the Services and the installation and removal of the Equipment.

6. PRIVACY POLICY.
   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 that 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. EQUIPMENT MAINTENANCE AND OWNERSHIP.
   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 that Impruvon provides to you.

7.4  Impruvon will, from time to time, update the Equipment Software.

7.4.1  Impruvon will, from time to time, make Software updates to the downloadable app, and, with respect to any of your Devices, you agree at all times to use a version of the downloadable app that was released within the prior 90-day period or, if no such update was released in the prior 90-day period, the most recent version.

8. TERMINATION OF SERVICE.
   8.1  Unless otherwise provided, 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 thirty (30) days’ advance written notice to the other party. Unless otherwise required by applicable law, such termination will be effective on the last day of the applicable billing cycle, and you are responsible for all charges incurred through such date of termination, including the amount provided in any monthly invoice.

8.2  You may not terminate the Services prior to the expiration of any term provided on your order form without the express written consent of Impruvon; provided, that, in the event of such termination prior to the expiration of any term provided on your order form, you are responsible for the percentage of all charges you would incur through such expiration date as follows: (i) if 90 days or less remain on any current term, 100%, (ii) if more than 90 days but less than 180 days remain on any current term, 75% and (iii) if 180 days or more remain on any current term, 50%; provided, further, that such charges shall be due and payable immediately upon such termination date.

9. PRICING AND PAYMENT.
   9.1  Subject to any free trial period that Impruvon has granted to you, billing for Services will begin automatically following delivery of the Equipment specified in your order form and activation of your account.

9.2  You agree to pay our invoices to you by the due dates set forth therein via credit or debit card or corporate check and in accordance with these Terms. Charges may be changed at any time upon 30 days’ written notice. Your billing statement may also contain taxes and fees.

10. WARRANTIES AND LIMITATION OF LIABILITY.
    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 the 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 agree to limit claims against Impruvon solely to direct damages and will not make any claim against Impruvon seeking indirect, consequential or punitive damages or the like.

10.3  Within one year of the earlier of Equipment purchase or activation, you must notify us to return any defective equipment. If you return Equipment, at our discretion, we may replace it with a new or refurbished item, or we may refund payment for purchased Equipment.

11. INDEMNIFICATION.
    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 (including, without limitation, all costs and expenses incurred in collecting any delinquent payments); 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. MISCELLANEOUS.
    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, if you are in receipt of any Equipment, 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 State of Delaware. The parties hereby agree that any dispute resolution proceeding arising hereunder may only be filed in a court located in the State of Delaware 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 shall not be liable for any delay or failure of performance hereunder or otherwise in connection with the Software, Equipment or other Services due to events of Force Majeure.

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, forms 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 supersede 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.

 

Last Updated September 1, 2023