End-User License Agreement – United States of America

IMPORTANT — READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THIS PORTAL OR SOFTWARE APPLICATION. BY ACCESSING OR USING THIS PORTAL OR SOFTWARE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING THE SOFTWARE APPLICATION/PORTAL.

1. Receiving Emails, SMS/Text Communications, and/or Push Notifications

As part of the invitation process, individuals you designate may receive email communications which may not be encrypted and may not be a secure method of communication. With any email communication, there is a risk that the communication could be intercepted during the transmission of the communication. By completing the registration process, you acknowledge and accept this risk and agree that Respiratory Technologies, Inc. , (“LICENSOR”) may send you personal information, including protected health information, by email. You further agree to be responsible for safeguarding any identifiable personal information once you receive this information on your phone, computer, or other device.

Use of email communications is subject to our Notice of Privacy Practices and Privacy Policy for the InCourage Application, copies of which may be found on ________ or via the InCourage mobile application.

2. Grant of License

Subject to the terms of this License Agreement, including without limitation, payment of all applicable fees, Licensor grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the program and documentation with which this License Agreement is distributed (the “Software Application”) on an iOS enabled mobile device, Android mobile device, or web browser enabled device that you own or control. The Software Application shall be used only by you, and only for your own personal, noncommercial use.

3. Ownership

You have no ownership rights in the Software Application. Rather, you have a limited license to access and use the Software Application as long as this License Agreement remains in full force and effect. Except for the limited license granted hereunder, LICENSOR retains all right, title, and interest in and to the Software Application and all intellectual property rights therein, and ownership shall remain at all times with LICENSOR. Any access or use of the Software Application by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement. The Software Application may not be transferred to anyone without the prior written consent of LICENSOR.

4. Intellectual Property

The Software Application contains material that is protected by intellectual property laws, including without limitation copyright law. All rights not expressly granted to you herein are expressly reserved by LICENSOR. You agree to not remove, and not permit another to remove, any proprietary notices, labels, or marks of LICENSOR from any copy of the Software Application.

5. Restrictions

You agree not to publish, display, disclose, rent, lease, give away, sell, sublicense, transfer, copy, reproduce, modify, loan, distribute, or create derivative works based on, the Software Application or any part thereof or permit others to do so. You agree not to use the Software Application to process data for any third party or use or permit the use of the Software Application to operate a service bureau. You also agree not to reverse engineer, decompile, translate, adapt, or disassemble the Software Application or any part thereof or permit or direct others to do so, and you agree not to attempt to derive the source code of the Software Application or permit or direct others to do so. You agree not to transmit the Software Application over any network or between any devices except for transmission as necessary to back up the data on your mobile device, laptop or desktop computer, although you may use the Software Application to make transmissions of medical device data from your therapy device, saved data, and/or related information.

6. Open Source Software

The Software Application may be accompanied by software components that are subject to Open Source License Terms, including without limitation the software components set forth in Exhibit 1. This License Agreement does not apply to any software components that are subject to Open Source License Terms.

Your license rights under this License Agreement do not include any right or license to use, distribute or create derivative works of the Software Application in any manner that would subject the Software Application to Open Source License Terms. “Open Source License Terms” means terms in any license that require as a condition of use, modification and/or distribution of a work

  • the making available of source code or other materials preferred for modification, or
  • the granting of permission for creating derivative works, or
  • the reproduction of certain notices or license terms in derivative works or accompanying documentation, or
  • the granting of a royalty-free license to any party under intellectual property rights regarding the work and/or any work that contains, is combined with, requires or otherwise is based on the work.

7. Consent to Use of Data

You agree that LICENSOR may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software Application. LICENSOR may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

8. Disclaimer

LICENSOR AND ITS AFFILIATES ASSUME NO LIABILITY FOR ANY DAMAGE OR LOSS RELATED TO ANY USE OF THE SOFTWARE APPLICATION (INCLUDING WITHOUT LIMITATION ON A MOBILE DEVICE OR THROUGH THE LICENSOR’S WEBSITE), INCLUDING, BUT NOT LIMITED TO, ANY INJURY, MEDICAL COMPLICATIONS, DEATH, COSTS, OR OTHER DAMAGES THAT MAY RESULT FROM THE USE OF OR FAILURE TO USE (I) THE SOFTWARE APPLICATION OR (II) THE INFORMATION ENTERED BY YOU OR ANYONE ELSE INTO THE SOFTWARE APPLICATION. YOU EXPRESSLY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY INFORMATION (BOTH ITS ACCURACY AND CONTENT) ENTERED INTO ANY FIELD PROVIDED IN THE SOFTWARE APPLICATION. WITHOUT LIMITING THE FOREGOING, THE SOFTWARE APPLICATION IS PROVIDED “AS IS”. ANY USE BY YOU OF THE SOFTWARE APPLICATION IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE APPLICATION WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE OR THAT THE SOFTWARE APPLICATION WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE APPLICATION WILL BE CORRECTED, OR THAT THE SOFTWARE APPLICATION IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT LICENSOR IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT THE SOFTWARE APPLICATION IS AN INFORMATION TOOL ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS IN DIAGNOSING AND TREATING PATIENTS. YOU SHALL INDEMNIFY LICENSOR AND ITS AFFILIATES FULLY AND HOLD LICENSOR AND ITS AFFILIATES HARMLESS AGAINST ANY LOSSES OR LIABILITY IN CONNECTION WITH ANY CLAIM ARISING DUE TO YOUR USE OF THE SOFTWARE APPLICATION FOR PURPOSES OF DIAGNOSIS OR TREATMENT.

THE SOFTWARE APPLICATION IS NOT INTENDED FOR USE IN A MEDICAL EMERGENCY.

9. Limitation of Liability

IN NO EVENT WILL LICENSOR OR ANY OF ITS AFFILIATES, OR ANY AUTHOR OF OR CONTRIBUTOR TO THE SOFTWARE APPLICATION, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; BUSINESS INTERRUPTION; OR PERSONAL INJURY OR DEATH) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES WITH RESPECT TO LICENSOR’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE APPLICATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE (IF ANY) PAID BY YOU FOR THE SOFTWARE APPLICATION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Export Restrictions

THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE APPLICATION OR INFORMATION ABOUT SUCH SOFTWARE APPLICATION WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE SOFTWARE APPLICATION OR INFORMATION ABOUT THE SOFTWARE APPLICATION WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR, AND YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR COMPLIANCE WITH ANY SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

11. Termination

This License Agreement is effective until terminated. You may terminate this License Agreement at any time by deleting the Software Application from your mobile device, laptop or desktop computer. This License Agreement shall terminate automatically without notice from LICENSOR if you fail to comply with any of the terms of this License Agreement. Upon termination, you agree to destroy all copies of the Software Application in your possession or under your control. Upon termination of this License Agreement for any reason, the license granted hereunder shall immediately terminate. All other terms and conditions of this License Agreement shall survive the termination of this License Agreement, and you shall continue to be bound by all such surviving terms and conditions including without limitation those relating to ownership, disclaimer, and limitation of liability.

12. Other Agreements

You may have obtained a copy of the Software Application from either the Apple Store or the Android Market, in which case you may have already agreed to the terms of another end-user license agreement in connection with the Software Application (hereinafter the “Other EULA”). This License Agreement supersedes and terminates any such Other EULA. This License Agreement shall constitute the entire agreement between you and LICENSOR with respect to the Software Application.

You may have agreements with third parties relating to the use of the device on which the Software Application is run (a “Third Party Agreement”). You agree to comply with the terms of any such Third Party Agreement when using the Software Application. In addition, some mobile phone operators may charge fees related to e-mail messages and incoming or outgoing SMS (or text) messages, or for streaming videos such as those provided on YouTube, that result from your use of the Software Application. These fees are unrelated to the limited license granted to you hereunder, and payment of such fees is your sole responsibility.

13. Acknowledgements

You may have obtained a copy of the Software Application from an Application Distribution Platform (e.g. Apple Store , Google Play store) hosted by a Distributor , in which case you and LICENSOR acknowledge and agree to the following:

  • that this License Agreement is concluded between You and LICENSOR only, and not with Distributor,
  • that LICENSOR, not Distributor, is solely responsible for the Software Application and the content thereof,
  • that Distributor has no obligation whatsoever to furnish any maintenance or support services with respect to the Software Application,
  • that Distributor has no warranty obligations whatsoever with respect to the Software Application,
  • that Distributor has no obligations, and is not otherwise responsible, in the event of any claim by you or any third party relating to the Software Application or your possession and/or use of the Software Application, including but not limited to (i) product liability claims, (ii) any claim that the Software Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation, and that you will solely look to LICENSOR for remedy, if any, in the event of any such claim (subject to the terms and conditions of this License Agreement including without limitation all disclaimers and limitations of liability), and
  • that Distributor has no obligations, and is not otherwise responsible, in the event of any third party claim that the Software Application, or your possession and/or use of the Software Application, infringes the intellectual property rights of that third party, and that you will solely look to LICENSOR for remedy, if any, in the event of such third party claim (subject to the terms and conditions of this License Agreement including without limitation all disclaimers and limitations of liability).

14. Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. Licensor Contact Information

If you have any questions, complaints, or claims with respect to the Software Application, they should be directed to LICENSOR whose contact information is set forth below.

Respiratory Technologies, Inc.
2896 Centre Pointe Drive
St. Paul, MN 55113
Telephone: 800-793-1261 (f) 800-962-1611
www.respirtech.com

16. General

This License Agreement shall be construed, interpreted and governed by the laws of the Commonwealth of Pennsylvania without regard to conflicts of law provisions thereof. Any litigation arising from or relating to this License Agreement shall be filed and prosecuted exclusively before a court of competent subject matter jurisdiction in the Commonwealth of Pennsylvania. You hereby consent to the jurisdiction of such courts over you and stipulate to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts. Any waiver of this License Agreement shall only be effective if it is in writing and signed by you and LICENSOR. LICENSOR reserves the right to amend or modify this License Agreement at any time. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

For purposes of this License Agreement (but not for purposes of the terms and conditions set forth in Exhibit 1), the term “Affiliate” means any corporation, company, or other entity, which: (i) is under the Control of a party; or (ii) has Control of a party; or (iii) is under common Control with a party. For purposes of this Affiliate definition, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity.

Exhibit 1

SOFTWARE COMPONENTS SUBJECT TO OPEN SOURCE LICENSE TERMS

AngularJS, Angular JWT, Angular-sanitize.js, Angular-ui-router.js, Bower, Chart.js, Gulp, Ionic Framework, Ion-datetime-picker, Lodash, RSA-Sign JavaScript Library, Stacktrace-js

AngularJS, Angular JWT, Angular-sanitize.js, Angular-ui-router.js, Bower, Chart.js, Gulp, Ionic Framework, Ion-datetime-picker, Lodash, RSA-Sign JavaScript Library and Stacktrace-js are an open source SDK released under a permissive MIT license. A copy of the MIT licensee is reproduced below:

End-User License Agreement – United States of America

IMPORTANT — READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THIS PORTAL OR SOFTWARE APPLICATION. BY ACCESSING OR USING THIS PORTAL OR SOFTWARE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING THE SOFTWARE APPLICATION/PORTAL.

1. Receiving Emails, SMS/Text Communications, and/or Push Notifications

As part of the invitation process, individuals you designate may receive email communications which may not be encrypted and may not be a secure method of communication. With any email communication, there is a risk that the communication could be intercepted during the transmission of the communication. By completing the registration process, you acknowledge and accept this risk and agree that Respiratory Technologies, Inc. , (“LICENSOR”) may send you personal information, including protected health information, by email. You further agree to be responsible for safeguarding any identifiable personal information once you receive this information on your phone, computer, or other device.

Use of email communications is subject to our Notice of Privacy Practices and Privacy Policy for the InCourage Application, copies of which may be found on ________ or via the InCourage mobile application.

2. Grant of License

Subject to the terms of this License Agreement, including without limitation, payment of all applicable fees, Licensor grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the program and documentation with which this License Agreement is distributed (the “Software Application”) on an iOS enabled mobile device, Android mobile device, or web browser enabled device that you own or control. The Software Application shall be used only by you, and only for your own personal, noncommercial use.

3. Ownership

You have no ownership rights in the Software Application. Rather, you have a limited license to access and use the Software Application as long as this License Agreement remains in full force and effect. Except for the limited license granted hereunder, LICENSOR retains all right, title, and interest in and to the Software Application and all intellectual property rights therein, and ownership shall remain at all times with LICENSOR. Any access or use of the Software Application by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement. The Software Application may not be transferred to anyone without the prior written consent of LICENSOR.

4. Intellectual Property

The Software Application contains material that is protected by intellectual property laws, including without limitation copyright law. All rights not expressly granted to you herein are expressly reserved by LICENSOR. You agree to not remove, and not permit another to remove, any proprietary notices, labels, or marks of LICENSOR from any copy of the Software Application.

5. Restrictions

You agree not to publish, display, disclose, rent, lease, give away, sell, sublicense, transfer, copy, reproduce, modify, loan, distribute, or create derivative works based on, the Software Application or any part thereof or permit others to do so. You agree not to use the Software Application to process data for any third party or use or permit the use of the Software Application to operate a service bureau. You also agree not to reverse engineer, decompile, translate, adapt, or disassemble the Software Application or any part thereof or permit or direct others to do so, and you agree not to attempt to derive the source code of the Software Application or permit or direct others to do so. You agree not to transmit the Software Application over any network or between any devices except for transmission as necessary to back up the data on your mobile device, laptop or desktop computer, although you may use the Software Application to make transmissions of medical device data from your therapy device, saved data, and/or related information.

6. Open Source Software

The Software Application may be accompanied by software components that are subject to Open Source License Terms, including without limitation the software components set forth in Exhibit 1. This License Agreement does not apply to any software components that are subject to Open Source License Terms.

Your license rights under this License Agreement do not include any right or license to use, distribute or create derivative works of the Software Application in any manner that would subject the Software Application to Open Source License Terms. “Open Source License Terms” means terms in any license that require as a condition of use, modification and/or distribution of a work

  • the making available of source code or other materials preferred for modification, or
  • the granting of permission for creating derivative works, or
  • the reproduction of certain notices or license terms in derivative works or accompanying documentation, or
  • the granting of a royalty-free license to any party under intellectual property rights regarding the work and/or any work that contains, is combined with, requires or otherwise is based on the work.

7. Consent to Use of Data

You agree that LICENSOR may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software Application. LICENSOR may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

8. Disclaimer

LICENSOR AND ITS AFFILIATES ASSUME NO LIABILITY FOR ANY DAMAGE OR LOSS RELATED TO ANY USE OF THE SOFTWARE APPLICATION (INCLUDING WITHOUT LIMITATION ON A MOBILE DEVICE OR THROUGH THE LICENSOR’S WEBSITE), INCLUDING, BUT NOT LIMITED TO, ANY INJURY, MEDICAL COMPLICATIONS, DEATH, COSTS, OR OTHER DAMAGES THAT MAY RESULT FROM THE USE OF OR FAILURE TO USE (I) THE SOFTWARE APPLICATION OR (II) THE INFORMATION ENTERED BY YOU OR ANYONE ELSE INTO THE SOFTWARE APPLICATION. YOU EXPRESSLY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY INFORMATION (BOTH ITS ACCURACY AND CONTENT) ENTERED INTO ANY FIELD PROVIDED IN THE SOFTWARE APPLICATION. WITHOUT LIMITING THE FOREGOING, THE SOFTWARE APPLICATION IS PROVIDED “AS IS”. ANY USE BY YOU OF THE SOFTWARE APPLICATION IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE APPLICATION WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE OR THAT THE SOFTWARE APPLICATION WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE APPLICATION WILL BE CORRECTED, OR THAT THE SOFTWARE APPLICATION IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT LICENSOR IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT THE SOFTWARE APPLICATION IS AN INFORMATION TOOL ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS IN DIAGNOSING AND TREATING PATIENTS. YOU SHALL INDEMNIFY LICENSOR AND ITS AFFILIATES FULLY AND HOLD LICENSOR AND ITS AFFILIATES HARMLESS AGAINST ANY LOSSES OR LIABILITY IN CONNECTION WITH ANY CLAIM ARISING DUE TO YOUR USE OF THE SOFTWARE APPLICATION FOR PURPOSES OF DIAGNOSIS OR TREATMENT.

THE SOFTWARE APPLICATION IS NOT INTENDED FOR USE IN A MEDICAL EMERGENCY.

9. Limitation of Liability

IN NO EVENT WILL LICENSOR OR ANY OF ITS AFFILIATES, OR ANY AUTHOR OF OR CONTRIBUTOR TO THE SOFTWARE APPLICATION, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; BUSINESS INTERRUPTION; OR PERSONAL INJURY OR DEATH) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES WITH RESPECT TO LICENSOR’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE APPLICATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE (IF ANY) PAID BY YOU FOR THE SOFTWARE APPLICATION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Export Restrictions

THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE APPLICATION OR INFORMATION ABOUT SUCH SOFTWARE APPLICATION WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE SOFTWARE APPLICATION OR INFORMATION ABOUT THE SOFTWARE APPLICATION WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR, AND YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR COMPLIANCE WITH ANY SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

11. Termination

This License Agreement is effective until terminated. You may terminate this License Agreement at any time by deleting the Software Application from your mobile device, laptop or desktop computer. This License Agreement shall terminate automatically without notice from LICENSOR if you fail to comply with any of the terms of this License Agreement. Upon termination, you agree to destroy all copies of the Software Application in your possession or under your control. Upon termination of this License Agreement for any reason, the license granted hereunder shall immediately terminate. All other terms and conditions of this License Agreement shall survive the termination of this License Agreement, and you shall continue to be bound by all such surviving terms and conditions including without limitation those relating to ownership, disclaimer, and limitation of liability.

12. Other Agreements

You may have obtained a copy of the Software Application from either the Apple Store or the Android Market, in which case you may have already agreed to the terms of another end-user license agreement in connection with the Software Application (hereinafter the “Other EULA”). This License Agreement supersedes and terminates any such Other EULA. This License Agreement shall constitute the entire agreement between you and LICENSOR with respect to the Software Application.

You may have agreements with third parties relating to the use of the device on which the Software Application is run (a “Third Party Agreement”). You agree to comply with the terms of any such Third Party Agreement when using the Software Application. In addition, some mobile phone operators may charge fees related to e-mail messages and incoming or outgoing SMS (or text) messages, or for streaming videos such as those provided on YouTube, that result from your use of the Software Application. These fees are unrelated to the limited license granted to you hereunder, and payment of such fees is your sole responsibility.

13. Acknowledgements

You may have obtained a copy of the Software Application from an Application Distribution Platform (e.g. Apple Store , Google Play store) hosted by a Distributor , in which case you and LICENSOR acknowledge and agree to the following:

  • that this License Agreement is concluded between You and LICENSOR only, and not with Distributor,
  • that LICENSOR, not Distributor, is solely responsible for the Software Application and the content thereof,
  • that Distributor has no obligation whatsoever to furnish any maintenance or support services with respect to the Software Application,
  • that Distributor has no warranty obligations whatsoever with respect to the Software Application,
  • that Distributor has no obligations, and is not otherwise responsible, in the event of any claim by you or any third party relating to the Software Application or your possession and/or use of the Software Application, including but not limited to (i) product liability claims, (ii) any claim that the Software Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation, and that you will solely look to LICENSOR for remedy, if any, in the event of any such claim (subject to the terms and conditions of this License Agreement including without limitation all disclaimers and limitations of liability), and
  • that Distributor has no obligations, and is not otherwise responsible, in the event of any third party claim that the Software Application, or your possession and/or use of the Software Application, infringes the intellectual property rights of that third party, and that you will solely look to LICENSOR for remedy, if any, in the event of such third party claim (subject to the terms and conditions of this License Agreement including without limitation all disclaimers and limitations of liability).

14. Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. Licensor Contact Information

If you have any questions, complaints, or claims with respect to the Software Application, they should be directed to LICENSOR whose contact information is set forth below.

Respiratory Technologies, Inc.
2896 Centre Pointe Drive
St. Paul, MN 55113
Telephone: 800-793-1261 (f) 800-962-1611
www.respirtech.com

16. General

This License Agreement shall be construed, interpreted and governed by the laws of the Commonwealth of Pennsylvania without regard to conflicts of law provisions thereof. Any litigation arising from or relating to this License Agreement shall be filed and prosecuted exclusively before a court of competent subject matter jurisdiction in the Commonwealth of Pennsylvania. You hereby consent to the jurisdiction of such courts over you and stipulate to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts. Any waiver of this License Agreement shall only be effective if it is in writing and signed by you and LICENSOR. LICENSOR reserves the right to amend or modify this License Agreement at any time. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

For purposes of this License Agreement (but not for purposes of the terms and conditions set forth in Exhibit 1), the term “Affiliate” means any corporation, company, or other entity, which: (i) is under the Control of a party; or (ii) has Control of a party; or (iii) is under common Control with a party. For purposes of this Affiliate definition, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity.

Exhibit 1

SOFTWARE COMPONENTS SUBJECT TO OPEN SOURCE LICENSE TERMS

AngularJS, Angular JWT, Angular-sanitize.js, Angular-ui-router.js, Bower, Chart.js, Gulp, Ionic Framework, Ion-datetime-picker, Lodash, RSA-Sign JavaScript Library, Stacktrace-js

AngularJS, Angular JWT, Angular-sanitize.js, Angular-ui-router.js, Bower, Chart.js, Gulp, Ionic Framework, Ion-datetime-picker, Lodash, RSA-Sign JavaScript Library and Stacktrace-js are an open source SDK released under a permissive MIT license. A copy of the MIT licensee is reproduced below:

MIT License
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Apache Cordova

Apache License – Version 2.0, January 2004
Copyright © 2018 The Apache Software Foundation, Licensed under the Apache License, Version 2.0

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions.
“License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

“Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

“Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

“Work” shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

“Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.” “Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

  1. You must give any other recipients of the Work or Derivative Works a copy of this License; and
  2. You must cause any modified files to carry prominent notices stating that You changed the files; and
  3. You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and
  4. If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.
    You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
  5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.
  6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.
  7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.
  8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.
  9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

END OF TERMS AND CONDITIONS

npm

Copyright © 2018 npm, Inc.

These npm Open Source terms of use (these Terms) govern access to and use of https://www.npmjs.com(the Website) as well as the “npm Public Registry” at https://registry.npmjs.org (the Public Registry), and the discussion forum at https://npm.community (npm.community). npm, Inc. (npm) operates each of those services. These terms refer to all of them together as npm Open Source. npm last updated these npm Open Source Terms on August 6, 2018. You can review prior versions athttps://github.com/npm/policies/commits/master/open-source-terms.md.

Important Terms

These Terms include a number of important provisions that affect your rights and responsibilities, such as the disclaimers in “Disclaimers”, limits on npm’s liability to you in “Limits on Liability”, and an agreement to arbitrate disputes individually in “Arbitration”.

Other Terms

npm offers additional, paid services (Paid Services) that are subject to additional terms:

  • Additional terms for npm Paid Services are available at https://www.npmjs.com/policies/private-terms.

npm Open Source and any Paid Services you may agree to use are together called npm Services throughout these Terms.

Legal Agreement

You may only access or use npm Services by agreeing to these Terms. If npm adds any additional functionality to npm Services, you must agree to these Terms to use that new functionality, too. You show your agreement with npm on these Terms by creating a user account (your Account) or by accessing or using npm Services without creating an account. The agreement between you and npm is a legally binding contract (this Agreement).

Changes

npm may change these Terms and the additional terms for Paid Services in the future. npm will post changes on the Website with a new “last updated” date. If you have an Account, npm will notify you of changes by email to the address provided for your Account, by a message on the Website, or both. If you do not have an account, npm may notify you of changes by a general announcement via the Website, but it is up to you to check for changes to these Terms. After receiving notice of changes to these Terms, you must accept those changes to continue using npm Services. You accept changes to these Terms by continuing to use npm Services. npm may change, suspend, or discontinue npm Services at any time without notice or liability to you.

npm Policies

npm respects your privacy and limits use and sharing of information about you collected by npm Services. The privacy policy at https://www.npmjs.com/policies/privacy (the Privacy Policy) describes these policies. npm will abide by the Privacy Policy and honor the privacy settings that you choose via npm Services.

npm respects the exclusive rights of copyright holders and responds to notifications about alleged infringement via npm Services per the copyright policy at https://www.npmjs.com/policies/dmca (the Copyright Policy).

npm resolves disputes about package names, user names, and organization names in the Public Registry per the policy at https://www.npmjs.com/policies/disputes (Dispute Policy). This includes “package squatting”.

Use of all npm Services is governed by the code of conduct at https://www.npmjs.com/policies/conduct(Code of Conduct). npm permits use of npm trademarks per the policy at https://www.npmjs.com/policies/trademark.

Use of npm Open Source

Subject to these Terms, npm grants you permission to use npm Open Source. That permission is not exclusive to you, and you cannot transfer it to anyone else.

Your permission to use npm Open Source entitles you to do the following:

  1. You may search for, download, publish, and manage packages of computer code (Packages) in the Public Registry, and otherwise interact with the Public Registry, via the command-line tool published by npm at https://www.github.com/npm/npm (the CLI).
  2. You may search for, download, publish, and manage Packages using software other than CLI via application programming interfaces that npm publicly documents or makes available for public use (Public APIs).
  3. You may search for and manage Packages in the Public Registry, and otherwise interact with the Public Registry, via the Website.
  4. You may update and manage your Account via the Website.
  5. You may visit, create an account for, and participate in, discussions on npm.community.

Conditions

Your permission to use npm Open Source, as well as any permission you may have to use Paid Services, are subject to the following conditions:

  1. You must be at least 13 years of age to use npm Services.
  2. You may not use npm Services after npm says you may not, such as by disabling your Account.
  3. You must use npm Services only in accordance with “Acceptable Use”.
  4. You may access and use data about the security of Packages, such as vulnerability reports, audit status reports, and supplementary security documentation, only for your own personal or internal business purposes. You may not provide others access to, copies of, or use of npm data about the security of Packages, directly or as part of other products or services.

Acceptable Use

  1. You will abide by the Code of Conduct and the Dispute Policy.
  2. You will not submit material to npm as a package or in any other form that violates npm’s Acceptable Content, described below.
  3. You will not disclose information that you do not have the right to disclose, such as confidential information of others.
  4. You will not copy or share any personally identifiable information of any other person without their specific permission.
  5. You will not violate any applicable law.
  6. You will not use or attempt to use another person’s Account without their specific permission.
  7. You will not buy, sell, or otherwise trade in user names, organization names, names for Packages, or any other names reserved on npm Services, for money or other compensation.
  8. You will not send advertisements, chain letters, or other solicitations via npm Services.
  9. You will not automate access to, use, or monitor the Website, such as with a web crawler, browser plug-in or add-on, or other computer program that is not a web browser. You may replicate data from the Public Registry using the Public APIs per this Agreement.
  10. You will not use npm Services to send email to distribution lists, newsgroups, or group mail aliases.
  11. You will not falsely imply that you are affiliated with or endorsed by npm.
  12. You will not operate illegal schemes, such as pyramid schemes, via npm Services.
  13. You will not deep-hyperlink to images or other non-hypertext content served by npm Services.
  14. You will not remove any marking indicating proprietary ownership from any material got via npm Services.
  15. You will not display any portion of the Website via an HTML IFRAME.
  16. You will not disable, avoid, or circumvent any security or access restrictions of npm Services, or access parts of npm Services not intended for access by you.
  17. You will not strain infrastructure of npm Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on IT systems underlying npm Services.
  18. You will not encourage or assist any other person in violation of “Acceptable Use”.

Acceptable Content

Administrators at npm reserve the right to delete content hosted on the npm Services that they deem unacceptable. Unacceptable content can take the form of a package, a README file, a user or organization name, or any other content submitted to npm Services. A few examples of unacceptable content:

  1. Content that is illegal, offensive, or otherwise harmful. This includes content that is harassing, inappropriate, or abusive.
  2. Content in violation of law, infringing the intellectual property rights of others, violating the privacy or other rights of others, or in violation of any agreement with a third party. This includes code that violates a public license for others’ work.
  3. Content containing malicious computer code, such as computer viruses, computer worms, rootkits, back doors, adware, or spyware. This includes content submitted for research purposes unless agreed to in advance by npm. Tools designed and documented explicitly to assist in security research are acceptable, but proof-of-concept exploits are not.
  4. Packages that are not functionally compatible with the npm command-line client. For example, a “package” cannot simply be a PNG or JPEG image, a movie file, or a text document uploaded directly to the registry. Using the Public Registry as a general purpose database is not allowed.
  5. Content that exists only to “reserve” a name, whether a package name, user name, or organization name. The Dispute Policy governs how npm handles such cases of “squatting”.

To find out how to report violations of Acceptable Content, refer to the Code of Conduct.

Enforcement of Acceptable Use

npm may investigate and prosecute violations of this Agreement to the fullest legal extent. npm may notify and cooperate with law enforcement authorities in prosecuting violations of this Agreement.

Your Account

You must create and log into an Account to access features of some npm Services, including npm Open Source.

To create an Account, you must provide certain information about yourself, as required by the account creation form on the Website or the CLI. If you create an Account, you will provide, at a minimum, a valid email address. You will keep that email address up-to-date. You will not impersonate any other individual. You may delete your Account at any time by sending an email to support@npmjs.com. You will be responsible for all action taken using your account, whether authorized by you or not, until you either close your account or give npm notice that the security of your Account has been compromised. You will notify npm immediately if you suspect the security of your Account has been compromised. You will select a secure password for your Account. You will keep your password secret. npm may restrict, suspend, or terminate your Account according to the Copyright Policy, if npm reasonably believes that you are in breach of these Terms, or if npm reasonably believes that you have misused npm Services.

Your Content

Nothing in this Agreement gives npm any ownership rights in intellectual property that you share with npm Services, such as your Account information or any Packages you share with npm Services (Your Content). Nothing in this Agreement gives you any ownership rights in npm intellectual property provided via npm Services, like software, documentation, trademarks, service marks, logotypes, or other distinguishing graphics.

Between you and npm, you remain solely responsible for Your Content. You will not wrongly imply that Your Content is sponsored or approved by npm. npm will not be obligated to store, maintain, or provide copies of your content, except per the Privacy Policy.

npm may remove Your Content from npm Services without notice if npm suspects Your Content was submitted or used in violation of “Acceptable Use”, as well as per the Copyright Policy.

Your Content belongs to you. You decide whether and how to license it. But at a minimum, you license npm to provide Your Content to users of npm Services when you share Your Content. That special license allows npm to copy, publish, and analyze Your Content, and to share its analyses with others. npm may run computer code in Your Content to analyze it, but npm’s special license alone does not give npm the right to run code for its functionality in npm products or services.

When Your Content is removed from npm Services, whether by you or npm, npm’s special license ends when the last copy disappears from npm’s backups, caches, and other systems. Other licenses, such as open source licenses, may continue after Your Content is removed. Those licenses may give others, or npm itself, the right to share Your Content with npm Services again.

Others who receive Your Content via npm Services may violate the terms on which you license Your Content. You agree that npm will not be liable to you for those violations or their consequences.

Feedback

npm welcomes your feedback and suggestions for npm Services. You agree that npm will be free to act on feedback and suggestions you provide without further notice, consent, or payment. You will not submit feedback or suggestions that you consider confidential or proprietary.

Indemnity

You will indemnify npm, its officers, directors, employees, representatives, and agents, and hold them harmless for, all liability, expenses, damages, and costs from any third-party claims, demands, lawsuits, or other proceedings alleging that Your Content, your use of npm Services, or both, violate the intellectual property right of a third party, this Agreement, or applicable law. You will not settle any such proceeding without the prior written consent of npm. npm will notify you of any such proceeding it becomes aware of.

Disclaimers

Use of npm Services is at your sole risk. npm Services are provided on an “as is” and “as available” basis. npm expressly disclaims all warranties of any kind, whether express, implied, or statutory, including implied warranties of title, noninfringement, merchantability, and fitness for a particular purpose. npm makes no warranty that npm Services will meet your requirements, operate in an uninterrupted, timely, secure, or error-free manner, or that errors in npm Services will be corrected.

You receive material via npm Services at your sole risk. You will be solely responsible for any damage to your computer system and network, as well as any data loss that may result from use of npm Services or material received via npm Services.

npm Services may provide information and software that is inaccurate, incomplete, misleading, illegal, offensive, or otherwise harmful. npm may, but does not promise to, review content provided by npm Services.

npm Services provide information about ownership and licensing of Packages, as provided by those Packages’ publishers. That information may be wrong. npm cannot and does not provide legal advice.

Third-Party Services

npm Services may hyperlink to and integrate with third-party applications, websites, and other services. You decide whether and how to use and interact with such services. npm does not make any warranty regarding such services or content they may provide, and will not be liable to you for any damages related to such services. Use of such third-party services may be governed by other terms and privacy notices that are not part of this Agreement and are not controlled by npm.

Limits on Liability

Neither npm nor any third-party service provider used by npm to provide npm Services will, under any circumstances, be liable to you for any indirect, incidental, consequential, special, or exemplary damages related to your use of npm Services or this Agreement, whether based on breach of contract, breach of warranty, tort (including negligence, product liability, or otherwise), or any other pecuniary loss, and whether or not npm has been advised of the possibility of such damages.

To the maximum extent permitted by law, npm’s liability to you for any damages related to this Agreement, for any one or more causes and regardless of the form of action, will not exceed $50.

Some jurisdictions do not allow exclusion of certain warranties or limits on liability for incidental or consequential damages. Some of “Disclaimers” and “Limits on Liability” may not apply to you.

Termination

Either you or npm may terminate this Agreement at any time with notice to the other. On termination of this Agreement, your permission to use npm Open Source, as well any permission you may have to access Paid Services under additional terms, also terminate.

The following provisions survive termination of this Agreement: “Your Content”, “Feedback”, “Indemnity”, “Disclaimers”, “Limits on Liability”, and “General Terms”. Users of npm Services may continue to copy and share Your Content after termination of this Agreement.

Payment Terms

There is no charge for use of npm Open Source. If you use Paid Services from npm, our Paid Services Terms at https://www.npmjs.com/policies/private-terms apply.

General Terms

If a provision of this Agreement is unenforceable as written, but could be changed to make it enforceable, that provision should be modified to the minimum extent necessary to make it enforceable. Otherwise, that provision should be removed.

You may not assign this Agreement. npm may assign this Agreement to any affiliate of npm, any third party that obtains control of npm, or any third party that purchases assets of npm relating to npm Services. Any purported assignment of rights in breach of this provision is void.

Neither the exercise of any right under this Agreement, nor waiver of any breach of this Agreement, waives any other breach of this Agreement. This Agreement, together with the additional terms for Paid Services and npm software that you and npm agree to, embody all the terms of agreement between you and npm about npm Services. This Agreement supersedes any other agreements about npm Services, written or not.

Disputes

The law of the State of California will govern any dispute, including any legal proceedings, relating to this Agreement or your use of npm Services (a Dispute).

You and npm will seek injunctions related to this agreement only in state or federal court in San Francisco, California. Neither you nor npm will object to jurisdiction, forum, or venue in those courts.

Other than to seek an injunction, you and npm will resolve any Dispute by binding American Arbitration Association arbitration. Arbitration will follow the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes. Arbitration will happen in San Francisco, California. You will settle any Dispute as an individual, and not as part of a class action or other representative proceeding, whether as the plaintiff or a class member. No arbitrator will consolidate any Dispute with any another arbitration without npm’s permission.

Any arbitration award will include costs of the arbitration, reasonable attorneys’ fees, and reasonable costs for witnesses. You or npm can enter arbitration awards in any court with jurisdiction.

Notices and Questions

You may send notice to npm and questions about the terms governing npm products and services by mail to npm, Inc., Legal Department, 1999 Harrison Street, Suite 1150, Oakland, California 94612, or by email to legal@npmjs.com. npm may send you notice using the email address you provide for your Account or by posting a message to the homepage or your Account page on the Website.

NgCordova

NgCordova – Copyright © 2018 Ionic

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) is made as of the Effective Date by and between Drifty Co. (d/b/a “Ionic”), a Delaware corporation with its principal offices at 121 S. Pinckney St. Suite 300 Madison, WI 53703 (“Drifty”), and the party entering into this Agreement for the use of the Service (“Client”). By accessing, copying, or otherwise using the Service (the date of which shall be known as the “Effective Date”), Client acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions, including Drifty’s Privacy Policy. If Client does not agree to the terms and conditions of this Agreement, do not access or use the Service. Drifty will not and does not license and make the Service available unless Client agrees to the terms of this Agreement. In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, receipt of which are hereby acknowledged, the parties agree as follows:

Scope of agreement. Drifty offers a service and tools that facilitate the development and design of hybrid mobile apps using certain web technologies and certain ancillary applications, analytics, documentation, and services to Client, all as more particularly described at ionicframework.com (the “Service”), and Drifty desires to make such Service and its component parts available to Client on the terms and conditions described below. Description of Services.

2.1 Service. In consideration of payment of the applicable fees for the subscription plan you select in your order (“Plan”) and subject to the terms and conditions of this Agreement and any limitations stated as part of your Plan (e.g. number of Registered Users (as defined in Section 3.1 below)), Client shall have the non-exclusive, non-transferable, non-assignable, limited right during the applicable period for which Client has subscribed under the Plan to access and use, via its Registered Users, the Service as hosted and made available to Client by Drifty (and to use the corresponding documentation), solely to serve Client’s internal business needs and solely within the specific scope and limitations, and for the specific configuration(s), specified in the Plan.

2.2 Availability of Service. Drifty will use commercially reasonable efforts to make the Service available to Client twenty-four hours a day, seven days per week, three hundred sixty five days per year, except for certain scheduled service and maintenance or in the event of emergency or events of force majeure. Notwithstanding the foregoing, Drifty will not be responsible for any downtime or failure to meet such Service availability goals. Drifty will make good faith efforts to perform service and maintenance to the Service outside peak usage hours. Client acknowledges that availability of the Service may be affected by: (i) telecommunication network activity or capacity; (ii) hardware failures; and/or (iii) compatibility with third party communication equipment, Internet access software and/or browsers not in accordance with the Service requirements. Drifty disclaims any and all responsibility for any service interruption in connection with such activity, capacity, failure and/or compatibility. Client is responsible for providing all equipment and telecommunication services necessary to access the Service.

2.3 Modifications to Service. Drifty reserves the right to change the Service (including the content, appearance, design, functionality and all other aspects thereof), access procedures, tools, web technologies, documentation, format requirements, communications protocols and services offered at any time for any reason.

2.4 Customer Service, Training, and Technical Support. Drifty will provide Client with customer support for the Service through our online community forums and support portal. Drifty will further provide Client with reasonable e-mail customer support during Drifty business hours. Drifty does not guarantee that the support will be available or that Drifty will respond within a prescribed period or that Drifty will make the Service work for Client’s purposes, on Client’s system or resolve all problems in connection therewith.

2.5 Right to Remove. Drifty has the right in its sole discretion to remove or block any text, images, artwork, technology and other content, data, information, materials and other items provided or made available to Drifty or stored on or uploaded to the Service by Client (“Client Materials”) at any time where (a) such Client Materials violate applicable laws, regulations, orders, or is in violation of Drifty’s applicable policies and procedures, including without limitation any acceptable use policies; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Service, Drifty, or any third party; or (c) in order to respond to law enforcement or any other governmental authority.

Client Responsibilities

3.1 Passwords. Client acknowledges that use of the Service requires that it register with Drifty and select a Plan. Client shall cause all employees or subcontractors of Client authorized to access the Service (“Users”) to register to have access to the Service (“Registered Users”). Client shall cause each Registered User to (a) provide true, accurate, current and complete information about the User prompted by the registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Drifty has the right to suspend or terminate any Registered User account and refuse any and all current or future use of the Service (or any portion thereof) to anyone that provides false or inaccurate data. Each Registered User is entirely responsible for the security and confidentiality of such User’s password and account. Client and each Registered User are entirely responsible for any and all activities that occur under that Registered User’s account. Client shall immediately notify Drifty of any unauthorized use of a Registered User’s account or any other breach of security of which Client becomes aware.

3.2 Accuracy and Review of Client Material. Client assumes sole responsibility for: (a) the Client Materials; and (b) ensuring that the Client Materials do not infringe or violate any right of any third party.

Data Backup. Drifty will make commercially reasonable efforts to back up the Service, including Client Materials. Notwithstanding the foregoing, Client is responsible for saving all data, prototypes, work in progress, and apps to its own storage. Drifty disclaims any and all responsibility for any loss of data, prototypes, work in progress, or apps from the Service. Client acknowledges that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. To the extent within its control, Client is responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Client is also responsible for complying with all local, state, and federal laws pertaining to the upload, use and disclosure of any data or Client Materials. In the event of termination or expiration of this Agreement or disconnection of the Service, Drifty may delete or store, in its discretion, any files, programs, data or messages associated with Client’s account.

Ownership

5.1 Ownership. As between Drifty and Client, Drifty (or its licensors) is the sole and exclusive owner, and will retain all right, title and interest in and to the Service, including without limitation all of the software comprising any portion thereof and all related services, specifications, documentation, technical information, corrections, modifications, additions, improvements and enhancements to and all intellectual property rights in the foregoing. As between Drifty and Client, the Client Materials and any projects completed by Client using Drifty shall be and remain the sole and exclusive property of Client. As between Drifty and Client, all data analytics and aggregated data generated from Client’s use of the Service shall be the sole and exclusive property of Drifty. Drifty shall have the right to use, create derivative works of, distribute and otherwise exploit, all such data analytics and anonymous, aggregate usage data derived from Client Materials such as the aggregate number of transactions that occur within a particular Service. Drifty may also use Client Materials and any projects completed by Client for internal research purposes.

5.2 Drifty License Restrictions and Limitations. Except for the license granted in Section 2 above, Client (or a Registered User) may not use, copy, modify, rent, loan, lease, sublicense, create derivative works or distribute the Service for any other purposes or make the Service available to non-Registered Users. Drifty grants no rights other than explicitly granted herein, and Client shall not exceed the scope of its license. All techniques, know-how, software, algorithms and methods or rights thereto owned by Drifty at the time this Agreement is executed, developed during the course of the design, development, and provision of the Service, or which are employed by Drifty in connection with the Service, shall be and remain the property of Drifty. Client shall not decompile, disassemble, or reverse engineer the Service or any elements of the Service, or otherwise derive source or object code from the Service or any elements thereof. At any time, Client may request in writing that Drifty to increase the applicable licensing limitation(s) in its then-current Plan. Such additional license rights will commence on Client’s receipt of Drifty’s agreement to increase the applicable licensing limitation(s) and Client’s agreement to pay the corresponding increased fees. In addition to the foregoing restrictions, Client agrees that it shall comply with, and acknowledges that its rights hereunder are conditioned upon compliance with, all terms of use imposed by the applicable App Store from which Client accessed and downloaded Drifty’s applications contained in the Service (in each case, the “Usage Rules”). In connection with the foregoing, Client acknowledge that an App Store (and its subsidiaries) may be third-party beneficiaries of this Agreement and may have the right to enforce these terms.

5.3 Client’s Grant of License. Client hereby grants to Drifty a worldwide, non-exclusive, royalty-free, license to use, distribute, reproduce, publicly perform, publicly display, digitally perform, make, have made, store, maintain and import all Client Materials for the purposes of providing and operating the Service. The license may also be exercised on behalf of Drifty by third parties acting on Drifty’s behalf (e.g., technology partners, service providers and independent contractors).

5.4 Feedback. Drifty shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client relating to the operation of the Service.

Reserved.

Payments.

7.1 Fees. During the term of this Agreement, Client will pay Drifty the subscription and usage fees as set forth in the Plan description (the “Fees”). Client shall pay Drifty the Fees in U.S. funds monthly in advance via credit card or other mutually agreed process. If Client fails to pay the Fees within 30 days of the due date, Client’s credit card is rejected, or Drifty otherwise does not receive payment, Drifty may impose a late fee, suspend the Service, or both, in its discretion. Drifty may increase the Fees at any time.

7.2 Taxes. Client shall pay or reimburse Drifty for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed specifically by reason of the performance by Drifty under this Agreement; excluding, however, taxes measured by Drifty’s profits, its overall sales, employment and similar taxes incurred in connection with persons performing services for Drifty, and property or other taxes measured in whole or in part by the value of Drifty’s assets.

Term And Termination.

8.1 Term. The initial term of this Agreement shall be for a period of one (1) year following the Effective Date. Thereafter, this Agreement shall automatically renew for consecutive one (1) year periods unless terminated by written notice by a party at least 30 days before the expiration of the then current term.

8.2 Suspension for Cause. Drifty may suspend Client’s access to the Service upon written notice in the event that Client exceeds the license described in Section 2.1 and Section 5, Client fails to pay any amount when due, or where Client reasonably believes such action is necessary to protect the security or integrity of the Service or any data thereon.

8.3 Termination for Cause. Except as otherwise provided for herein, either party may terminate this Agreement (a) upon the material breach of the other party, provided that the breaching party shall have thirty (30) days to cure such breach following written notice unless the breach by its nature takes longer than thirty (30) days to cure in which case the breaching party shall not be in breach so long as the party begins to cure the breach within thirty (30) days and diligently completes such cure; (b) upon the cessation of business by either party or the filing of a petition in bankruptcy (voluntary or involuntary) with respect to a party, which in the case of an involuntary petition the party shall have sixty (60) days in which to vacate such petition; or (c) upon the failure by Client to pay any amount due hereunder, provided that Client shall have ten (10) days to cure such monetary breach following written notice. Notwithstanding the foregoing, in the event that Drifty reasonably determines that a breach of this Agreement is not curable by Client within the applicable cure period set forth herein, Drifty may terminate this Agreement immediately upon written notice to Client.

8.4 Termination for Convenience. Drifty may terminate this Agreement and all then-current Plans upon delivery of no less than thirty (30) days prior written notice to Client; upon any such termination, Drifty shall promptly refund to Client a prorated portion of all unused fees.

8.5 Effect of Termination. Upon any termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except that (a) the rights and obligations under Sections 5.4, 7.2, 8.4, 10, 11, 12, and 15 will survive the termination of the Agreement, and (b) Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of the Agreement.

Warranties. Each party represents and warrants to the other party that (i) such party has the full corporate right, power and authority to enter into this Agreement and to perform that acts required of it hereunder; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which such party is otherwise bound; and (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Indemnification.

10.1 Client agrees to indemnify, defend and hold harmless Drifty (its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives) (together, the “Drifty Indemnified Parties”) from and against any cost, claim, liability or expense any of the Drifty Indemnified Parties incur as a result of or arising out of or related to: (i) Client’s breach of this Agreement or of Client’s warranties, covenants and representations made hereunder; (ii) Client’s willful, negligent, tortuous or criminal acts or omissions; (iii) any improper use of Client’s Registration Data; and (iv) Client’s violation of any third party rights. The applicable Drifty Indemnified Party shall provide Client written notice of any claim for it seeks indemnification under this Section.

10.2 Drifty agrees to indemnify and hold harmless Client (its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives) (together, the “Client Indemnified Parties”) against any cost, claim, liability or expense any of the Client Indemnified Parties incur as a result of or arising out of or related to: (i) Drifty’s breach of this Agreement or of Drifty’s warranties, covenants and representations made hereunder; (ii) Drifty’s willful, negligent, tortuous or criminal acts or omissions; (iii) any improper access of Client’s Data; and (iv) Drifty’s intentional violation of any third party rights. The applicable Client Indemnified Party shall provide Client written notice of any claim for it seeks indemnification under this Section.

10.3 The Service is not designed for the transfer or processing of credit card or other sensitive financial information and is not PCI compliant. It is also not designed for the transfer or processing of any patient or other sensitive health care information or to be in compliance with any other specific regulatory requirements. All products and services provided by Drifty under this Agreement should not be deemed or understood as a recommendation, endorsement, guarantee or warranty of the professional services of any providers who provide financial services, health care services, or other regulated services. Client will indemnify Drifty Indemnified Parties against and hold it harmless from any and all claims, liabilities, damages, costs and expenses arising from the transfer or processing of credit card or other financial, or other sensitive information through the Service, including, without limitation, attorneys’ fees, relating to or arising out of any claim by any third party that the Service or its use has resulted in personal injury, economic loss or any other damages to any person or property.

Confidential Information.

11.1 Each party acknowledges and agrees that it (and its subcontractor(s), if any), in performing its obligations under this Agreement, shall have access to or be directly or indirectly exposed to each other’s Confidential Information. Each party shall hold confidential all Confidential Information and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. Each party shall use reasonable measures and reasonable efforts to provide protection for each other’s Confidential Information, including measures at least as strict as those each party uses to protect its own Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors to sign a non-disclosure agreement before obtaining access to the other party’s Confidential Information and such other measures as the party takes to protect its Confidential Information or trade secrets in the course of its business. “Confidential Information” means information in the possession or under the control of a party relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form, Client Materials, source code and information pertaining to usage and design of the Service, and the terms and conditions of this Agreement.

11.2 The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.

11.3 Because of the unique nature of each party’s proprietary materials, each party understands and agrees that the other party will suffer irreparable injury in the event that a party fails to comply with any of the terms of this Section 11, and that monetary damages may be inadequate to compensate for such breach. Accordingly, each party agrees that the other party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief, without posting a bond, to enforce the terms of this Agreement against any actual or threatened breach of this Section 11.

Disclaimers of Warranty; Limitation of Liability.

12.1 The Service is made available by Drifty to Client “AS IS” and “WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS.” Drifty makes no representation or warranty of any kind, express or implied, as to the condition, character, nature, capability, performance, security, availability, suitability, title, source or any other characteristic of the Service or any portion thereof. DRIFTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR THIS AGREEMENT, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (C) ANY WARRANTY THAT THE SERVICE WILL BE SECURE OR ERROR-FREE, WILL MEET CLIENT’S REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR.

12.2 EXCEPT WITH RESPECT TO DAMAGES OR LIABILITY ARISING FROM (A) A PARTY’S BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION OR (B) CLIENT’S MISAPPROPRIATION OF DRIFTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL (I) EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS ACCRUING DURING THE TERM OF THIS AGREEMENT EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID BY CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM.

Data Protection. Each Party represents and warrants that: (i) it is knowledgeable of, and familiar with, all applicable federal, state, and local laws, rules, regulations, codes, directives, and industry standards relating to privacy applicable to its business (“Privacy Laws”); (ii) it will comply with its respective obligations under any and all applicable Privacy Laws; (iii) the other Party will have no responsibility for the other Party’s compliance with Privacy Laws; and (iv) Client’s information will be collected and used in accordance with Drifty’s Privacy Policy.

Notices. Unless otherwise specifically provided in this Agreement, every notice or other communications required or permitted under this Agreement shall be valid only if in writing and shall be delivered either by personal delivery; by nationally recognized overnight courier service; or by certified or registered mail, return receipt requested, addressed to the names and addresses of each party set forth on the corresponding registration materials.

General Provisions. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Delaware without regard to its conflict of laws provisions. The titles of the sections of this Agreement are for convenience only and shall not affect the interpretation or construction of any section. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. The words “include” and “including” and variations thereof are not terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” This Agreement, including the corresponding Order Form and any other policies referenced herein, represents the entire agreement between the parties with respect to the subject matter hereof and all other negotiations, understandings and agreements relating thereto, whether written or oral, including but not limited to all requests for proposal, proposals, payments or other forms, are nullified and superseded hereby. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. A waiver of any of the terms of this Agreement, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature. This Agreement may only be modified, amended or supplemented at any time by Drifty in its sole discretion. If any litigation is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.

Mobiscroll

Mobiscroll – Copyright © 2019 Acid Media LLC – VAT No. RO19333154

EULA – End User License Agreement

Last updated Thursday, August 2, 2018

IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE. BY CLICKING “I AGREE” OR TAKING ANY STEP TO DOWNLOAD, SET-UP, INSTALL OR USE ALL OR ANY PORTION OF THIS PRODUCT (“MOBISCROLL UI FRAMEWORK”) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA. THE EULA CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND ACID MEDIA LLC (“Licensor”).

1. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHT

1.1 Acid Media LLC, a Limited Liability Company registered in Romania (herein “Licensor”) owns all rights, title, and interest in and to the Mobiscroll UI Framework, its components and software (therein “Mobiscroll”). Mobiscroll is licensed, but not sold.

1.2 All intellectual property rights therein including but not limited to any images, photographs, video, audio, music, animation, text embedded in the software, Trademark, Service Marks belong to Licensor and the Licensee (also referenced herein as “You” or “Your”) should adhere to the related Terms and Conditions. The structure, organization, and code of Mobiscroll are the valuable trade secrets and confidential information owned by Licensor. Mobiscroll is protected by copyright and other intellectual property laws and treaties. All rights not expressly granted herein are reserved by Licensor. The UI Framework and its components that is subject to this license is referred to in this license as “Mobiscroll”.

2. TRIAL LICENSE

2.1 If You register for a free Trial License, then, subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a license to use the Software for the sole purpose of evaluating its functionality and performance. You are not allowed to integrate the Software into end products or use it for any commercial, productive or training purpose. You may not redistribute the Software. If You wish to continue using the Software beyond expiration of the Trial License, You must purchase the applicable commercial license. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Trial.

2.2 Licensee may provide you with support services/materials related to the Trial. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Mobiscroll Framework and subject to the terms and conditions of this EULA.

2.3 You may receive minor updates for the Software version You are evaluating. You may use the resulting updated Software only in accordance with the terms of this Trial License.

2.4 The Trial version is offered on an “AS IS” basis and no warranty, either express or implied, is given. Licensor expressly disclaim and exclude, to the maximum extent permitted by applicable law, all warranties, conditions undertakings or representations of any kind, whether statutory, express or implied, including, but not limited to, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

3. COMMERCIAL LICENSE

3.1 The License granted to you by Licensor for use of Mobiscroll is limited to a non- transferable license to use Mobiscroll for the purpose of building your integrated product. The integrated product may be made available for use by Licensee’s customers. The license does not grant usage in authoring tools like IDEs, App Builders and Development tools. If you purchase a “Development License”, “Multi Framework License”, “Complete License” you will be provided with the source code and the rights to modify it. In case of “Professional License”, “Standard License”, “Flexi License”, “Widget License”, “Single Framework”, “Framework”, “Basic License” and “Component License” you are prohibited from decompiling, uncompressing and modifying the code. Licensor will make a master copy of Mobiscroll available in electronic form downloadable by you.

3.2 Licenses are shipping with a prescribed number of seats. To provide access of tools and technical support to multiple developers, additional seats may be purchased by Licensee.

3.3 Licensor may also provide some new features/add-ons to Mobiscroll, which can be purchased by paying a prescribed fee.

3.4 You may not distribute or make Mobiscroll available over a network where it could be used by multiple users at the same time, except as necessary for Licensee’s use of Mobiscroll with respect to the License. You must not remove or alter any copyright notices on any and all copies of Mobiscroll. You may not rent, lease, lend, sell, redistribute or sublicense Mobiscroll. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Mobiscroll, any updates, or any part thereof, 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 Mobiscroll.

3.5 Any attempt to do so is a violation of the rights of Licensor. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any add-ons/upgrades provided by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Any information supplied by Licensor or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any Product/Application which is substantially similar to the expression of Mobiscroll. Requests for information should be directed to Licensor’s Customer Support Department. 3.6 You may have the right upon certain conditions specified in the applicable law to decompile the Library if it is necessary to do so in order to achieve interoperability of the Library with another software program, and you have first asked Licensor in writing to provide the information necessary to achieve such operability and Licensor has not made such information available. In addition, such decompilation may only be performed by you or someone else entitled to use a copy of Mobiscroll on your behalf. Licensor has the right to impose reasonable conditions before providing such information. Any information supplied by Licensor or obtained by you, as permitted herein, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any Library/Framework/Software that is substantially similar to the expression of Mobiscroll or used for any other act that infringes the copyright of Mobiscroll or its Licensor.

4. DISCONTINUANCE/MODIFICATION OF PRODUCT

Licensor reserves the right to discontinue/modify Mobiscroll or any component of Mobiscroll at any time without notice to you. However, Licensor shall continue to provide the required materials and/or support services required by you for using Mobiscroll as agreed to herein, for a period of 12 months from the date of discontinuance/modification notified on its website.

5. SUPPORT SERVICES/MATERIALS

5.1 Licensor may provide you with support services/materials related to Mobiscroll (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of Mobiscroll and subject to the terms and conditions of this EULA. Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own risk and are responsible for compliance with any applicable laws. Licensor reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Licensor be liable for the removal of or disabling of access to any such Services. The Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability. Licensor may collect a fee for extending such Support Services.

5.2 Licensor may limit your usage or terminate your access to any or all of the Support Services available, if your use of the Support Services is found to be excessive as determined by Licensor. In such case, Licensee needs to be informed.

5.3 Licensor will not provide any support services to end-users of your integrated products.

6. TERMINATION OF EULA

The license is effective until terminated by You or Licensor. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to Mobiscroll’s other rights or remedies, Mobiscroll shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from Mobiscroll. Upon termination of the license, you shall cease all use of Mobiscroll, and destroy all copies, full or partial, of Mobiscroll.

7. INDEMNITY

7.1 To the maximum extent permitted by law, Licensee agrees to defend, indemnify and hold Licensor harmless, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from your use of Mobiscroll, including your downloading, installation, or use of Mobiscroll, or your violation of these Terms and Conditions.

7.2 To the maximum extent permitted by law, Licensor agrees to defend, indemnify, and hold Licensee harmless, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) sustained by it as a result of a claim or allegation that the use of Mobiscroll, as licensed in this Agreement, infringe any intellectual property rights of any third party, provided that, Licensee promptly notifies Licensor in writing of the claim and Licensor has sole control of its defense and settlement, and receives reasonable assistance from Licensee in its defense and settlement, and Licensee makes no admission or settlement in respect of such claim.

8. NO WARRANTY/ DISCLAIMER

8.1 Mobiscroll Library is offered on an “AS IS” basis and no warranty, either express or implied, is given. Licensor expressly disclaim and exclude, to the maximum extent permitted by applicable law, all warranties, conditions undertakings or representations of any kind, whether statutory, express or implied, including, but not limited to, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non- infringement.

8.2 Licensor does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within Mobiscroll.

8.3 In case there is a defect in Mobiscroll, Customer may request from Licensor either a refund or a repaired or replacement copy of Mobiscroll. Requests must be accompanied by proof of purchase.

9. LIMITATION OF LIABILITY

In no event shall Licensor be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Licensee’s use or inability to use Mobiscroll, however caused, regardless of the theory of liability (contract, tort or otherwise) upon which the claim is based. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you.

10. CONFIDENTIALITY

Except as otherwise required by applicable laws, neither party nor either party’s agents, employees shall use or disclose to any person or entity any Confidential Information (as defined below) of the other party whether in written, oral, electronic or other form, which is obtained from the other party or otherwise prepared or discovered in the performance of this Agreement. “Confidential Information” means any and all information designated as confidential, all information or data concerning or related to the other party’s products (including the discovery, invention, research, improvement, development, manufacture, or sale thereof), processes, or business operations, including any information of the foregoing nature received related to the other party’s customers or clients, and any other information which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential or proprietary. The provisions of this Section relating to use and disclosure shall not apply to any information that: (i) is rightfully known prior to disclosure, (ii) is rightfully obtained from any third party without restrictions on disclosure, (iii) is or becomes available to the public without restrictions, or (iv) is disclosed by the party with the prior written approval of the other party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure. The obligations set forth in this Section shall survive any expiration or termination of this Agreement.

11. GENERAL PROVISIONS

11.1 This agreement will not prejudice the statutory rights of any party, including those dealing as consumers.

11.2 If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remaining parts of the Agreement, which shall remain valid and enforceable according to the terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. Updates/ add-ons may be licensed to you by Licensor with additional or different terms. This is the entire agreement between Licensor and You relating to Mobiscroll and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to Mobiscroll. The failure of Licensor to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to Licensor.

12. GOVERNING LAW

This License will be governed by the law of Romania, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, the seat of arbitration shall be in Romania, and the parties hereby agree to submit to the jurisdiction and venue of such court. The language to be used in the arbitration proceeding shall be English. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

MIT License
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Apache Cordova

Apache License – Version 2.0, January 2004
Copyright © 2018 The Apache Software Foundation, Licensed under the Apache License, Version 2.0

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions.
“License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

“Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

“Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

“Work” shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

“Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.” “Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

  1. You must give any other recipients of the Work or Derivative Works a copy of this License; and
  2. You must cause any modified files to carry prominent notices stating that You changed the files; and
  3. You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and
  4. If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.
    You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.

5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.

6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.

8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.


END OF TERMS AND CONDITIONS

npm

Copyright © 2018 npm, Inc.

These npm Open Source terms of use (these Terms) govern access to and use of https://www.npmjs.com(the Website) as well as the “npm Public Registry” at https://registry.npmjs.org (the Public Registry), and the discussion forum at https://npm.community (npm.community). npm, Inc. (npm) operates each of those services. These terms refer to all of them together as npm Open Source. npm last updated these npm Open Source Terms on August 6, 2018. You can review prior versions athttps://github.com/npm/policies/commits/master/open-source-terms.md.

Important Terms

These Terms include a number of important provisions that affect your rights and responsibilities, such as the disclaimers in “Disclaimers”, limits on npm’s liability to you in “Limits on Liability”, and an agreement to arbitrate disputes individually in “Arbitration”.

Other Terms

npm offers additional, paid services (Paid Services) that are subject to additional terms:

  • Additional terms for npm Paid Services are available at https://www.npmjs.com/policies/private-terms.

npm Open Source and any Paid Services you may agree to use are together called npm Services throughout these Terms.

Legal Agreement

You may only access or use npm Services by agreeing to these Terms. If npm adds any additional functionality to npm Services, you must agree to these Terms to use that new functionality, too. You show your agreement with npm on these Terms by creating a user account (your Account) or by accessing or using npm Services without creating an account. The agreement between you and npm is a legally binding contract (this Agreement).

Changes

npm may change these Terms and the additional terms for Paid Services in the future. npm will post changes on the Website with a new “last updated” date. If you have an Account, npm will notify you of changes by email to the address provided for your Account, by a message on the Website, or both. If you do not have an account, npm may notify you of changes by a general announcement via the Website, but it is up to you to check for changes to these Terms. After receiving notice of changes to these Terms, you must accept those changes to continue using npm Services. You accept changes to these Terms by continuing to use npm Services. npm may change, suspend, or discontinue npm Services at any time without notice or liability to you.

npm Policies

npm respects your privacy and limits use and sharing of information about you collected by npm Services. The privacy policy at https://www.npmjs.com/policies/privacy (the Privacy Policy) describes these policies. npm will abide by the Privacy Policy and honor the privacy settings that you choose via npm Services.

npm respects the exclusive rights of copyright holders and responds to notifications about alleged infringement via npm Services per the copyright policy at https://www.npmjs.com/policies/dmca (the Copyright Policy).

npm resolves disputes about package names, user names, and organization names in the Public Registry per the policy at https://www.npmjs.com/policies/disputes (Dispute Policy). This includes “package squatting”.

Use of all npm Services is governed by the code of conduct at https://www.npmjs.com/policies/conduct(Code of Conduct). npm permits use of npm trademarks per the policy at https://www.npmjs.com/policies/trademark.

Use of npm Open Source

Subject to these Terms, npm grants you permission to use npm Open Source. That permission is not exclusive to you, and you cannot transfer it to anyone else.

Your permission to use npm Open Source entitles you to do the following:

  1. You may search for, download, publish, and manage packages of computer code (Packages) in the Public Registry, and otherwise interact with the Public Registry, via the command-line tool published by npm at https://www.github.com/npm/npm (the CLI).
  2. You may search for, download, publish, and manage Packages using software other than CLI via application programming interfaces that npm publicly documents or makes available for public use (Public APIs).
  3. You may search for and manage Packages in the Public Registry, and otherwise interact with the Public Registry, via the Website.
  4. You may update and manage your Account via the Website.
  5. You may visit, create an account for, and participate in, discussions on npm.community.

Conditions

Your permission to use npm Open Source, as well as any permission you may have to use Paid Services, are subject to the following conditions:

  1. You must be at least 13 years of age to use npm Services.
  2. You may not use npm Services after npm says you may not, such as by disabling your Account.
  3. You must use npm Services only in accordance with “Acceptable Use”.
  4. You may access and use data about the security of Packages, such as vulnerability reports, audit status reports, and supplementary security documentation, only for your own personal or internal business purposes. You may not provide others access to, copies of, or use of npm data about the security of Packages, directly or as part of other products or services.

Acceptable Use

  1. You will abide by the Code of Conduct and the Dispute Policy.
  2. You will not submit material to npm as a package or in any other form that violates npm’s Acceptable Content, described below.
  3. You will not disclose information that you do not have the right to disclose, such as confidential information of others.
  4. You will not copy or share any personally identifiable information of any other person without their specific permission.
  5. You will not violate any applicable law.
  6. You will not use or attempt to use another person’s Account without their specific permission.
  7. You will not buy, sell, or otherwise trade in user names, organization names, names for Packages, or any other names reserved on npm Services, for money or other compensation.
  8. You will not send advertisements, chain letters, or other solicitations via npm Services.
  9. You will not automate access to, use, or monitor the Website, such as with a web crawler, browser plug-in or add-on, or other computer program that is not a web browser. You may replicate data from the Public Registry using the Public APIs per this Agreement.
  10. You will not use npm Services to send email to distribution lists, newsgroups, or group mail aliases.
  11. You will not falsely imply that you are affiliated with or endorsed by npm.
  12. You will not operate illegal schemes, such as pyramid schemes, via npm Services.
  13. You will not deep-hyperlink to images or other non-hypertext content served by npm Services.
  14. You will not remove any marking indicating proprietary ownership from any material got via npm Services.
  15. You will not display any portion of the Website via an HTML IFRAME.
  16. You will not disable, avoid, or circumvent any security or access restrictions of npm Services, or access parts of npm Services not intended for access by you.
  17. You will not strain infrastructure of npm Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on IT systems underlying npm Services.
  18. You will not encourage or assist any other person in violation of “Acceptable Use”.

Acceptable Content

Administrators at npm reserve the right to delete content hosted on the npm Services that they deem unacceptable. Unacceptable content can take the form of a package, a README file, a user or organization name, or any other content submitted to npm Services. A few examples of unacceptable content:

  1. Content that is illegal, offensive, or otherwise harmful. This includes content that is harassing, inappropriate, or abusive.
  2. Content in violation of law, infringing the intellectual property rights of others, violating the privacy or other rights of others, or in violation of any agreement with a third party. This includes code that violates a public license for others’ work.
  3. Content containing malicious computer code, such as computer viruses, computer worms, rootkits, back doors, adware, or spyware. This includes content submitted for research purposes unless agreed to in advance by npm. Tools designed and documented explicitly to assist in security research are acceptable, but proof-of-concept exploits are not.
  4. Packages that are not functionally compatible with the npm command-line client. For example, a “package” cannot simply be a PNG or JPEG image, a movie file, or a text document uploaded directly to the registry. Using the Public Registry as a general purpose database is not allowed.
  5. Content that exists only to “reserve” a name, whether a package name, user name, or organization name. The Dispute Policy governs how npm handles such cases of “squatting”.

To find out how to report violations of Acceptable Content, refer to the Code of Conduct.

Enforcement of Acceptable Use

npm may investigate and prosecute violations of this Agreement to the fullest legal extent. npm may notify and cooperate with law enforcement authorities in prosecuting violations of this Agreement.

Your Account

You must create and log into an Account to access features of some npm Services, including npm Open Source.

To create an Account, you must provide certain information about yourself, as required by the account creation form on the Website or the CLI. If you create an Account, you will provide, at a minimum, a valid email address. You will keep that email address up-to-date. You will not impersonate any other individual. You may delete your Account at any time by sending an email to support@npmjs.com. You will be responsible for all action taken using your account, whether authorized by you or not, until you either close your account or give npm notice that the security of your Account has been compromised. You will notify npm immediately if you suspect the security of your Account has been compromised. You will select a secure password for your Account. You will keep your password secret. npm may restrict, suspend, or terminate your Account according to the Copyright Policy, if npm reasonably believes that you are in breach of these Terms, or if npm reasonably believes that you have misused npm Services.

Your Content

Nothing in this Agreement gives npm any ownership rights in intellectual property that you share with npm Services, such as your Account information or any Packages you share with npm Services (Your Content). Nothing in this Agreement gives you any ownership rights in npm intellectual property provided via npm Services, like software, documentation, trademarks, service marks, logotypes, or other distinguishing graphics.

Between you and npm, you remain solely responsible for Your Content. You will not wrongly imply that Your Content is sponsored or approved by npm. npm will not be obligated to store, maintain, or provide copies of your content, except per the Privacy Policy.

npm may remove Your Content from npm Services without notice if npm suspects Your Content was submitted or used in violation of “Acceptable Use”, as well as per the Copyright Policy.

Your Content belongs to you. You decide whether and how to license it. But at a minimum, you license npm to provide Your Content to users of npm Services when you share Your Content. That special license allows npm to copy, publish, and analyze Your Content, and to share its analyses with others. npm may run computer code in Your Content to analyze it, but npm’s special license alone does not give npm the right to run code for its functionality in npm products or services.

When Your Content is removed from npm Services, whether by you or npm, npm’s special license ends when the last copy disappears from npm’s backups, caches, and other systems. Other licenses, such as open source licenses, may continue after Your Content is removed. Those licenses may give others, or npm itself, the right to share Your Content with npm Services again.

Others who receive Your Content via npm Services may violate the terms on which you license Your Content. You agree that npm will not be liable to you for those violations or their consequences.

Feedback

npm welcomes your feedback and suggestions for npm Services. You agree that npm will be free to act on feedback and suggestions you provide without further notice, consent, or payment. You will not submit feedback or suggestions that you consider confidential or proprietary.

Indemnity

You will indemnify npm, its officers, directors, employees, representatives, and agents, and hold them harmless for, all liability, expenses, damages, and costs from any third-party claims, demands, lawsuits, or other proceedings alleging that Your Content, your use of npm Services, or both, violate the intellectual property right of a third party, this Agreement, or applicable law. You will not settle any such proceeding without the prior written consent of npm. npm will notify you of any such proceeding it becomes aware of.

Disclaimers

Use of npm Services is at your sole risk. npm Services are provided on an “as is” and “as available” basis. npm expressly disclaims all warranties of any kind, whether express, implied, or statutory, including implied warranties of title, noninfringement, merchantability, and fitness for a particular purpose. npm makes no warranty that npm Services will meet your requirements, operate in an uninterrupted, timely, secure, or error-free manner, or that errors in npm Services will be corrected.

You receive material via npm Services at your sole risk. You will be solely responsible for any damage to your computer system and network, as well as any data loss that may result from use of npm Services or material received via npm Services.

npm Services may provide information and software that is inaccurate, incomplete, misleading, illegal, offensive, or otherwise harmful. npm may, but does not promise to, review content provided by npm Services.

npm Services provide information about ownership and licensing of Packages, as provided by those Packages’ publishers. That information may be wrong. npm cannot and does not provide legal advice.

Third-Party Services

npm Services may hyperlink to and integrate with third-party applications, websites, and other services. You decide whether and how to use and interact with such services. npm does not make any warranty regarding such services or content they may provide, and will not be liable to you for any damages related to such services. Use of such third-party services may be governed by other terms and privacy notices that are not part of this Agreement and are not controlled by npm.

Limits on Liability

Neither npm nor any third-party service provider used by npm to provide npm Services will, under any circumstances, be liable to you for any indirect, incidental, consequential, special, or exemplary damages related to your use of npm Services or this Agreement, whether based on breach of contract, breach of warranty, tort (including negligence, product liability, or otherwise), or any other pecuniary loss, and whether or not npm has been advised of the possibility of such damages.

To the maximum extent permitted by law, npm’s liability to you for any damages related to this Agreement, for any one or more causes and regardless of the form of action, will not exceed $50.

Some jurisdictions do not allow exclusion of certain warranties or limits on liability for incidental or consequential damages. Some of “Disclaimers” and “Limits on Liability” may not apply to you.

Termination

Either you or npm may terminate this Agreement at any time with notice to the other. On termination of this Agreement, your permission to use npm Open Source, as well any permission you may have to access Paid Services under additional terms, also terminate.

The following provisions survive termination of this Agreement: “Your Content”, “Feedback”, “Indemnity”, “Disclaimers”, “Limits on Liability”, and “General Terms”. Users of npm Services may continue to copy and share Your Content after termination of this Agreement.

Payment Terms

There is no charge for use of npm Open Source. If you use Paid Services from npm, our Paid Services Terms at https://www.npmjs.com/policies/private-terms apply.

General Terms

If a provision of this Agreement is unenforceable as written, but could be changed to make it enforceable, that provision should be modified to the minimum extent necessary to make it enforceable. Otherwise, that provision should be removed.

You may not assign this Agreement. npm may assign this Agreement to any affiliate of npm, any third party that obtains control of npm, or any third party that purchases assets of npm relating to npm Services. Any purported assignment of rights in breach of this provision is void.

Neither the exercise of any right under this Agreement, nor waiver of any breach of this Agreement, waives any other breach of this Agreement. This Agreement, together with the additional terms for Paid Services and npm software that you and npm agree to, embody all the terms of agreement between you and npm about npm Services. This Agreement supersedes any other agreements about npm Services, written or not.

Disputes

The law of the State of California will govern any dispute, including any legal proceedings, relating to this Agreement or your use of npm Services (a Dispute).

You and npm will seek injunctions related to this agreement only in state or federal court in San Francisco, California. Neither you nor npm will object to jurisdiction, forum, or venue in those courts.

Other than to seek an injunction, you and npm will resolve any Dispute by binding American Arbitration Association arbitration. Arbitration will follow the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes. Arbitration will happen in San Francisco, California. You will settle any Dispute as an individual, and not as part of a class action or other representative proceeding, whether as the plaintiff or a class member. No arbitrator will consolidate any Dispute with any another arbitration without npm’s permission.

Any arbitration award will include costs of the arbitration, reasonable attorneys’ fees, and reasonable costs for witnesses. You or npm can enter arbitration awards in any court with jurisdiction.

Notices and Questions

You may send notice to npm and questions about the terms governing npm products and services by mail to npm, Inc., Legal Department, 1999 Harrison Street, Suite 1150, Oakland, California 94612, or by email to legal@npmjs.com. npm may send you notice using the email address you provide for your Account or by posting a message to the homepage or your Account page on the Website.

NgCordova

NgCordova – Copyright © 2018 Ionic

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) is made as of the Effective Date by and between Drifty Co. (d/b/a “Ionic”), a Delaware corporation with its principal offices at 121 S. Pinckney St. Suite 300 Madison, WI 53703 (“Drifty”), and the party entering into this Agreement for the use of the Service (“Client”). By accessing, copying, or otherwise using the Service (the date of which shall be known as the “Effective Date”), Client acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions, including Drifty’s Privacy Policy. If Client does not agree to the terms and conditions of this Agreement, do not access or use the Service. Drifty will not and does not license and make the Service available unless Client agrees to the terms of this Agreement. In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, receipt of which are hereby acknowledged, the parties agree as follows:

Scope of agreement. Drifty offers a service and tools that facilitate the development and design of hybrid mobile apps using certain web technologies and certain ancillary applications, analytics, documentation, and services to Client, all as more particularly described at ionicframework.com (the “Service”), and Drifty desires to make such Service and its component parts available to Client on the terms and conditions described below. Description of Services.

2.1 Service. In consideration of payment of the applicable fees for the subscription plan you select in your order (“Plan”) and subject to the terms and conditions of this Agreement and any limitations stated as part of your Plan (e.g. number of Registered Users (as defined in Section 3.1 below)), Client shall have the non-exclusive, non-transferable, non-assignable, limited right during the applicable period for which Client has subscribed under the Plan to access and use, via its Registered Users, the Service as hosted and made available to Client by Drifty (and to use the corresponding documentation), solely to serve Client’s internal business needs and solely within the specific scope and limitations, and for the specific configuration(s), specified in the Plan.

2.2 Availability of Service. Drifty will use commercially reasonable efforts to make the Service available to Client twenty-four hours a day, seven days per week, three hundred sixty five days per year, except for certain scheduled service and maintenance or in the event of emergency or events of force majeure. Notwithstanding the foregoing, Drifty will not be responsible for any downtime or failure to meet such Service availability goals. Drifty will make good faith efforts to perform service and maintenance to the Service outside peak usage hours. Client acknowledges that availability of the Service may be affected by: (i) telecommunication network activity or capacity; (ii) hardware failures; and/or (iii) compatibility with third party communication equipment, Internet access software and/or browsers not in accordance with the Service requirements. Drifty disclaims any and all responsibility for any service interruption in connection with such activity, capacity, failure and/or compatibility. Client is responsible for providing all equipment and telecommunication services necessary to access the Service.

2.3 Modifications to Service. Drifty reserves the right to change the Service (including the content, appearance, design, functionality and all other aspects thereof), access procedures, tools, web technologies, documentation, format requirements, communications protocols and services offered at any time for any reason.

2.4 Customer Service, Training, and Technical Support. Drifty will provide Client with customer support for the Service through our online community forums and support portal. Drifty will further provide Client with reasonable e-mail customer support during Drifty business hours. Drifty does not guarantee that the support will be available or that Drifty will respond within a prescribed period or that Drifty will make the Service work for Client’s purposes, on Client’s system or resolve all problems in connection therewith.

2.5 Right to Remove. Drifty has the right in its sole discretion to remove or block any text, images, artwork, technology and other content, data, information, materials and other items provided or made available to Drifty or stored on or uploaded to the Service by Client (“Client Materials”) at any time where (a) such Client Materials violate applicable laws, regulations, orders, or is in violation of Drifty’s applicable policies and procedures, including without limitation any acceptable use policies; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Service, Drifty, or any third party; or (c) in order to respond to law enforcement or any other governmental authority.

Client Responsibilities

3.1 Passwords. Client acknowledges that use of the Service requires that it register with Drifty and select a Plan. Client shall cause all employees or subcontractors of Client authorized to access the Service (“Users”) to register to have access to the Service (“Registered Users”). Client shall cause each Registered User to (a) provide true, accurate, current and complete information about the User prompted by the registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Drifty has the right to suspend or terminate any Registered User account and refuse any and all current or future use of the Service (or any portion thereof) to anyone that provides false or inaccurate data. Each Registered User is entirely responsible for the security and confidentiality of such User’s password and account. Client and each Registered User are entirely responsible for any and all activities that occur under that Registered User’s account. Client shall immediately notify Drifty of any unauthorized use of a Registered User’s account or any other breach of security of which Client becomes aware.

3.2 Accuracy and Review of Client Material. Client assumes sole responsibility for: (a) the Client Materials; and (b) ensuring that the Client Materials do not infringe or violate any right of any third party.

Data Backup. Drifty will make commercially reasonable efforts to back up the Service, including Client Materials. Notwithstanding the foregoing, Client is responsible for saving all data, prototypes, work in progress, and apps to its own storage. Drifty disclaims any and all responsibility for any loss of data, prototypes, work in progress, or apps from the Service. Client acknowledges that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. To the extent within its control, Client is responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Client is also responsible for complying with all local, state, and federal laws pertaining to the upload, use and disclosure of any data or Client Materials. In the event of termination or expiration of this Agreement or disconnection of the Service, Drifty may delete or store, in its discretion, any files, programs, data or messages associated with Client’s account.

Ownership

5.1 Ownership. As between Drifty and Client, Drifty (or its licensors) is the sole and exclusive owner, and will retain all right, title and interest in and to the Service, including without limitation all of the software comprising any portion thereof and all related services, specifications, documentation, technical information, corrections, modifications, additions, improvements and enhancements to and all intellectual property rights in the foregoing. As between Drifty and Client, the Client Materials and any projects completed by Client using Drifty shall be and remain the sole and exclusive property of Client. As between Drifty and Client, all data analytics and aggregated data generated from Client’s use of the Service shall be the sole and exclusive property of Drifty. Drifty shall have the right to use, create derivative works of, distribute and otherwise exploit, all such data analytics and anonymous, aggregate usage data derived from Client Materials such as the aggregate number of transactions that occur within a particular Service. Drifty may also use Client Materials and any projects completed by Client for internal research purposes.

5.2 Drifty License Restrictions and Limitations. Except for the license granted in Section 2 above, Client (or a Registered User) may not use, copy, modify, rent, loan, lease, sublicense, create derivative works or distribute the Service for any other purposes or make the Service available to non-Registered Users. Drifty grants no rights other than explicitly granted herein, and Client shall not exceed the scope of its license. All techniques, know-how, software, algorithms and methods or rights thereto owned by Drifty at the time this Agreement is executed, developed during the course of the design, development, and provision of the Service, or which are employed by Drifty in connection with the Service, shall be and remain the property of Drifty. Client shall not decompile, disassemble, or reverse engineer the Service or any elements of the Service, or otherwise derive source or object code from the Service or any elements thereof. At any time, Client may request in writing that Drifty to increase the applicable licensing limitation(s) in its then-current Plan. Such additional license rights will commence on Client’s receipt of Drifty’s agreement to increase the applicable licensing limitation(s) and Client’s agreement to pay the corresponding increased fees. In addition to the foregoing restrictions, Client agrees that it shall comply with, and acknowledges that its rights hereunder are conditioned upon compliance with, all terms of use imposed by the applicable App Store from which Client accessed and downloaded Drifty’s applications contained in the Service (in each case, the “Usage Rules”). In connection with the foregoing, Client acknowledge that an App Store (and its subsidiaries) may be third-party beneficiaries of this Agreement and may have the right to enforce these terms.

5.3 Client’s Grant of License. Client hereby grants to Drifty a worldwide, non-exclusive, royalty-free, license to use, distribute, reproduce, publicly perform, publicly display, digitally perform, make, have made, store, maintain and import all Client Materials for the purposes of providing and operating the Service. The license may also be exercised on behalf of Drifty by third parties acting on Drifty’s behalf (e.g., technology partners, service providers and independent contractors).

5.4 Feedback. Drifty shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client relating to the operation of the Service.

Reserved.

Payments.

7.1 Fees. During the term of this Agreement, Client will pay Drifty the subscription and usage fees as set forth in the Plan description (the “Fees”). Client shall pay Drifty the Fees in U.S. funds monthly in advance via credit card or other mutually agreed process. If Client fails to pay the Fees within 30 days of the due date, Client’s credit card is rejected, or Drifty otherwise does not receive payment, Drifty may impose a late fee, suspend the Service, or both, in its discretion. Drifty may increase the Fees at any time.

7.2 Taxes. Client shall pay or reimburse Drifty for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed specifically by reason of the performance by Drifty under this Agreement; excluding, however, taxes measured by Drifty’s profits, its overall sales, employment and similar taxes incurred in connection with persons performing services for Drifty, and property or other taxes measured in whole or in part by the value of Drifty’s assets.

Term And Termination.

8.1 Term. The initial term of this Agreement shall be for a period of one (1) year following the Effective Date. Thereafter, this Agreement shall automatically renew for consecutive one (1) year periods unless terminated by written notice by a party at least 30 days before the expiration of the then current term.

8.2 Suspension for Cause. Drifty may suspend Client’s access to the Service upon written notice in the event that Client exceeds the license described in Section 2.1 and Section 5, Client fails to pay any amount when due, or where Client reasonably believes such action is necessary to protect the security or integrity of the Service or any data thereon.

8.3 Termination for Cause. Except as otherwise provided for herein, either party may terminate this Agreement (a) upon the material breach of the other party, provided that the breaching party shall have thirty (30) days to cure such breach following written notice unless the breach by its nature takes longer than thirty (30) days to cure in which case the breaching party shall not be in breach so long as the party begins to cure the breach within thirty (30) days and diligently completes such cure; (b) upon the cessation of business by either party or the filing of a petition in bankruptcy (voluntary or involuntary) with respect to a party, which in the case of an involuntary petition the party shall have sixty (60) days in which to vacate such petition; or (c) upon the failure by Client to pay any amount due hereunder, provided that Client shall have ten (10) days to cure such monetary breach following written notice. Notwithstanding the foregoing, in the event that Drifty reasonably determines that a breach of this Agreement is not curable by Client within the applicable cure period set forth herein, Drifty may terminate this Agreement immediately upon written notice to Client.

8.4 Termination for Convenience. Drifty may terminate this Agreement and all then-current Plans upon delivery of no less than thirty (30) days prior written notice to Client; upon any such termination, Drifty shall promptly refund to Client a prorated portion of all unused fees.

8.5 Effect of Termination. Upon any termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except that (a) the rights and obligations under Sections 5.4, 7.2, 8.4, 10, 11, 12, and 15 will survive the termination of the Agreement, and (b) Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of the Agreement.

Warranties. Each party represents and warrants to the other party that (i) such party has the full corporate right, power and authority to enter into this Agreement and to perform that acts required of it hereunder; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which such party is otherwise bound; and (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Indemnification.

10.1 Client agrees to indemnify, defend and hold harmless Drifty (its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives) (together, the “Drifty Indemnified Parties”) from and against any cost, claim, liability or expense any of the Drifty Indemnified Parties incur as a result of or arising out of or related to: (i) Client’s breach of this Agreement or of Client’s warranties, covenants and representations made hereunder; (ii) Client’s willful, negligent, tortuous or criminal acts or omissions; (iii) any improper use of Client’s Registration Data; and (iv) Client’s violation of any third party rights. The applicable Drifty Indemnified Party shall provide Client written notice of any claim for it seeks indemnification under this Section.

10.2 Drifty agrees to indemnify and hold harmless Client (its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives) (together, the “Client Indemnified Parties”) against any cost, claim, liability or expense any of the Client Indemnified Parties incur as a result of or arising out of or related to: (i) Drifty’s breach of this Agreement or of Drifty’s warranties, covenants and representations made hereunder; (ii) Drifty’s willful, negligent, tortuous or criminal acts or omissions; (iii) any improper access of Client’s Data; and (iv) Drifty’s intentional violation of any third party rights. The applicable Client Indemnified Party shall provide Client written notice of any claim for it seeks indemnification under this Section.

10.3 The Service is not designed for the transfer or processing of credit card or other sensitive financial information and is not PCI compliant. It is also not designed for the transfer or processing of any patient or other sensitive health care information or to be in compliance with any other specific regulatory requirements. All products and services provided by Drifty under this Agreement should not be deemed or understood as a recommendation, endorsement, guarantee or warranty of the professional services of any providers who provide financial services, health care services, or other regulated services. Client will indemnify Drifty Indemnified Parties against and hold it harmless from any and all claims, liabilities, damages, costs and expenses arising from the transfer or processing of credit card or other financial, or other sensitive information through the Service, including, without limitation, attorneys’ fees, relating to or arising out of any claim by any third party that the Service or its use has resulted in personal injury, economic loss or any other damages to any person or property.

Confidential Information.

11.1 Each party acknowledges and agrees that it (and its subcontractor(s), if any), in performing its obligations under this Agreement, shall have access to or be directly or indirectly exposed to each other’s Confidential Information. Each party shall hold confidential all Confidential Information and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. Each party shall use reasonable measures and reasonable efforts to provide protection for each other’s Confidential Information, including measures at least as strict as those each party uses to protect its own Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors to sign a non-disclosure agreement before obtaining access to the other party’s Confidential Information and such other measures as the party takes to protect its Confidential Information or trade secrets in the course of its business. “Confidential Information” means information in the possession or under the control of a party relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form, Client Materials, source code and information pertaining to usage and design of the Service, and the terms and conditions of this Agreement.

11.2 The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.

11.3 Because of the unique nature of each party’s proprietary materials, each party understands and agrees that the other party will suffer irreparable injury in the event that a party fails to comply with any of the terms of this Section 11, and that monetary damages may be inadequate to compensate for such breach. Accordingly, each party agrees that the other party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief, without posting a bond, to enforce the terms of this Agreement against any actual or threatened breach of this Section 11.

Disclaimers of Warranty; Limitation of Liability.

12.1 The Service is made available by Drifty to Client “AS IS” and “WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS.” Drifty makes no representation or warranty of any kind, express or implied, as to the condition, character, nature, capability, performance, security, availability, suitability, title, source or any other characteristic of the Service or any portion thereof. DRIFTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR THIS AGREEMENT, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (C) ANY WARRANTY THAT THE SERVICE WILL BE SECURE OR ERROR-FREE, WILL MEET CLIENT’S REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR.

12.2 EXCEPT WITH RESPECT TO DAMAGES OR LIABILITY ARISING FROM (A) A PARTY’S BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION OR (B) CLIENT’S MISAPPROPRIATION OF DRIFTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL (I) EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS ACCRUING DURING THE TERM OF THIS AGREEMENT EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID BY CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM.

Data Protection. Each Party represents and warrants that: (i) it is knowledgeable of, and familiar with, all applicable federal, state, and local laws, rules, regulations, codes, directives, and industry standards relating to privacy applicable to its business (“Privacy Laws”); (ii) it will comply with its respective obligations under any and all applicable Privacy Laws; (iii) the other Party will have no responsibility for the other Party’s compliance with Privacy Laws; and (iv) Client’s information will be collected and used in accordance with Drifty’s Privacy Policy.

Notices. Unless otherwise specifically provided in this Agreement, every notice or other communications required or permitted under this Agreement shall be valid only if in writing and shall be delivered either by personal delivery; by nationally recognized overnight courier service; or by certified or registered mail, return receipt requested, addressed to the names and addresses of each party set forth on the corresponding registration materials.

General Provisions. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Delaware without regard to its conflict of laws provisions. The titles of the sections of this Agreement are for convenience only and shall not affect the interpretation or construction of any section. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. The words “include” and “including” and variations thereof are not terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” This Agreement, including the corresponding Order Form and any other policies referenced herein, represents the entire agreement between the parties with respect to the subject matter hereof and all other negotiations, understandings and agreements relating thereto, whether written or oral, including but not limited to all requests for proposal, proposals, payments or other forms, are nullified and superseded hereby. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. A waiver of any of the terms of this Agreement, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature. This Agreement may only be modified, amended or supplemented at any time by Drifty in its sole discretion. If any litigation is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.

Mobiscroll

Mobiscroll – Copyright © 2019 Acid Media LLC – VAT No. RO19333154

EULA – End User License Agreement

Last updated Thursday, August 2, 2018

IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE. BY CLICKING “I AGREE” OR TAKING ANY STEP TO DOWNLOAD, SET-UP, INSTALL OR USE ALL OR ANY PORTION OF THIS PRODUCT (“MOBISCROLL UI FRAMEWORK”) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA. THE EULA CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND ACID MEDIA LLC (“Licensor”).

1. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHT

1.1 Acid Media LLC, a Limited Liability Company registered in Romania (herein “Licensor”) owns all rights, title, and interest in and to the Mobiscroll UI Framework, its components and software (therein “Mobiscroll”). Mobiscroll is licensed, but not sold.

1.2 All intellectual property rights therein including but not limited to any images, photographs, video, audio, music, animation, text embedded in the software, Trademark, Service Marks belong to Licensor and the Licensee (also referenced herein as “You” or “Your”) should adhere to the related Terms and Conditions. The structure, organization, and code of Mobiscroll are the valuable trade secrets and confidential information owned by Licensor. Mobiscroll is protected by copyright and other intellectual property laws and treaties. All rights not expressly granted herein are reserved by Licensor. The UI Framework and its components that is subject to this license is referred to in this license as “Mobiscroll”.

2. TRIAL LICENSE

2.1 If You register for a free Trial License, then, subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a license to use the Software for the sole purpose of evaluating its functionality and performance. You are not allowed to integrate the Software into end products or use it for any commercial, productive or training purpose. You may not redistribute the Software. If You wish to continue using the Software beyond expiration of the Trial License, You must purchase the applicable commercial license. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Trial.

2.2 Licensee may provide you with support services/materials related to the Trial. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Mobiscroll Framework and subject to the terms and conditions of this EULA.

2.3 You may receive minor updates for the Software version You are evaluating. You may use the resulting updated Software only in accordance with the terms of this Trial License.

2.4 The Trial version is offered on an “AS IS” basis and no warranty, either express or implied, is given. Licensor expressly disclaim and exclude, to the maximum extent permitted by applicable law, all warranties, conditions undertakings or representations of any kind, whether statutory, express or implied, including, but not limited to, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

3. COMMERCIAL LICENSE

3.1 The License granted to you by Licensor for use of Mobiscroll is limited to a non- transferable license to use Mobiscroll for the purpose of building your integrated product. The integrated product may be made available for use by Licensee’s customers. The license does not grant usage in authoring tools like IDEs, App Builders and Development tools. If you purchase a “Development License”, “Multi Framework License”, “Complete License” you will be provided with the source code and the rights to modify it. In case of “Professional License”, “Standard License”, “Flexi License”, “Widget License”, “Single Framework”, “Framework”, “Basic License” and “Component License” you are prohibited from decompiling, uncompressing and modifying the code. Licensor will make a master copy of Mobiscroll available in electronic form downloadable by you.

3.2 Licenses are shipping with a prescribed number of seats. To provide access of tools and technical support to multiple developers, additional seats may be purchased by Licensee.

3.3 Licensor may also provide some new features/add-ons to Mobiscroll, which can be purchased by paying a prescribed fee.

3.4 You may not distribute or make Mobiscroll available over a network where it could be used by multiple users at the same time, except as necessary for Licensee’s use of Mobiscroll with respect to the License. You must not remove or alter any copyright notices on any and all copies of Mobiscroll. You may not rent, lease, lend, sell, redistribute or sublicense Mobiscroll. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Mobiscroll, any updates, or any part thereof, 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 Mobiscroll.

3.5 Any attempt to do so is a violation of the rights of Licensor. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any add-ons/upgrades provided by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Any information supplied by Licensor or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any Product/Application which is substantially similar to the expression of Mobiscroll. Requests for information should be directed to Licensor’s Customer Support Department. 3.6 You may have the right upon certain conditions specified in the applicable law to decompile the Library if it is necessary to do so in order to achieve interoperability of the Library with another software program, and you have first asked Licensor in writing to provide the information necessary to achieve such operability and Licensor has not made such information available. In addition, such decompilation may only be performed by you or someone else entitled to use a copy of Mobiscroll on your behalf. Licensor has the right to impose reasonable conditions before providing such information. Any information supplied by Licensor or obtained by you, as permitted herein, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any Library/Framework/Software that is substantially similar to the expression of Mobiscroll or used for any other act that infringes the copyright of Mobiscroll or its Licensor.

4. DISCONTINUANCE/MODIFICATION OF PRODUCT

Licensor reserves the right to discontinue/modify Mobiscroll or any component of Mobiscroll at any time without notice to you. However, Licensor shall continue to provide the required materials and/or support services required by you for using Mobiscroll as agreed to herein, for a period of 12 months from the date of discontinuance/modification notified on its website.

5. SUPPORT SERVICES/MATERIALS

5.1 Licensor may provide you with support services/materials related to Mobiscroll (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of Mobiscroll and subject to the terms and conditions of this EULA. Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own risk and are responsible for compliance with any applicable laws. Licensor reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Licensor be liable for the removal of or disabling of access to any such Services. The Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability. Licensor may collect a fee for extending such Support Services.

5.2 Licensor may limit your usage or terminate your access to any or all of the Support Services available, if your use of the Support Services is found to be excessive as determined by Licensor. In such case, Licensee needs to be informed.

5.3 Licensor will not provide any support services to end-users of your integrated products.

6. TERMINATION OF EULA

The license is effective until terminated by You or Licensor. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to Mobiscroll’s other rights or remedies, Mobiscroll shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from Mobiscroll. Upon termination of the license, you shall cease all use of Mobiscroll, and destroy all copies, full or partial, of Mobiscroll.

7. INDEMNITY

7.1 To the maximum extent permitted by law, Licensee agrees to defend, indemnify and hold Licensor harmless, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from your use of Mobiscroll, including your downloading, installation, or use of Mobiscroll, or your violation of these Terms and Conditions.

7.2 To the maximum extent permitted by law, Licensor agrees to defend, indemnify, and hold Licensee harmless, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) sustained by it as a result of a claim or allegation that the use of Mobiscroll, as licensed in this Agreement, infringe any intellectual property rights of any third party, provided that, Licensee promptly notifies Licensor in writing of the claim and Licensor has sole control of its defense and settlement, and receives reasonable assistance from Licensee in its defense and settlement, and Licensee makes no admission or settlement in respect of such claim.

8. NO WARRANTY/ DISCLAIMER

8.1 Mobiscroll Library is offered on an “AS IS” basis and no warranty, either express or implied, is given. Licensor expressly disclaim and exclude, to the maximum extent permitted by applicable law, all warranties, conditions undertakings or representations of any kind, whether statutory, express or implied, including, but not limited to, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non- infringement.

8.2 Licensor does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within Mobiscroll.

8.3 In case there is a defect in Mobiscroll, Customer may request from Licensor either a refund or a repaired or replacement copy of Mobiscroll. Requests must be accompanied by proof of purchase.

9. LIMITATION OF LIABILITY

In no event shall Licensor be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Licensee’s use or inability to use Mobiscroll, however caused, regardless of the theory of liability (contract, tort or otherwise) upon which the claim is based. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you.

10. CONFIDENTIALITY

Except as otherwise required by applicable laws, neither party nor either party’s agents, employees shall use or disclose to any person or entity any Confidential Information (as defined below) of the other party whether in written, oral, electronic or other form, which is obtained from the other party or otherwise prepared or discovered in the performance of this Agreement. “Confidential Information” means any and all information designated as confidential, all information or data concerning or related to the other party’s products (including the discovery, invention, research, improvement, development, manufacture, or sale thereof), processes, or business operations, including any information of the foregoing nature received related to the other party’s customers or clients, and any other information which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential or proprietary. The provisions of this Section relating to use and disclosure shall not apply to any information that: (i) is rightfully known prior to disclosure, (ii) is rightfully obtained from any third party without restrictions on disclosure, (iii) is or becomes available to the public without restrictions, or (iv) is disclosed by the party with the prior written approval of the other party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure. The obligations set forth in this Section shall survive any expiration or termination of this Agreement.

11. GENERAL PROVISIONS

11.1 This agreement will not prejudice the statutory rights of any party, including those dealing as consumers.

11.2 If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remaining parts of the Agreement, which shall remain valid and enforceable according to the terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. Updates/ add-ons may be licensed to you by Licensor with additional or different terms. This is the entire agreement between Licensor and You relating to Mobiscroll and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to Mobiscroll. The failure of Licensor to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to Licensor.

12. GOVERNING LAW

This License will be governed by the law of Romania, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, the seat of arbitration shall be in Romania, and the parties hereby agree to submit to the jurisdiction and venue of such court. The language to be used in the arbitration proceeding shall be English. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.