Wiley End User License Agreement

This copy of Kipu Records featuring Wiley PracticePlanners® content (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Kipu Health, LLC, John Wiley & Sons, Inc., and/or their subsidiaries, affiliates, and suppliers (collectively “Owners”) own intellectual property rights in the Software Product. The Licensee's (“you” or “your”) license to access, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).

Acceptance
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SIGNING THIS AGREEMENT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO ACCESS THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST ACCESS THE SOFTWARE PRODUCT AS DESCRIBED ABOVE.

Ownership
All original Wiley content is Copyright ©2000-2018 John Wiley & Sons, Inc., or related companies. All rights reserved.  All other content is Copyright ©2012-2018 Kipu Health, LLC. All rights reserved.

License Grant
This Agreement entitles you to access the Software Product.

Restrictions on Transfer
Without first obtaining the express written consent of Owners, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

Restrictions on Use
You may not permit the use or copying of the Software Product by more than one facility. If you hold multiple, validly licensed copies, you may not use or copy the Software Product on any system with more than the number of computers permitted by license, or permit the use or copying by more users, or on more computers than the number permitted by license.

You may not decompile, “reverse-engineer,” disassemble, or otherwise attempt to derive the source code for the Software Product.

You may not use the database portion of the Software Product – including original content which is the intellectual property of John Wiley & Sons, Inc. – in connection with any software other than the Software Product.

Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not reproduce the database portion or create any tables or reports relating to the database portion.

Restrictions on Copying
You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium.

Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY OWNERS, OWNERS MAKE NO OTHER WARRANTIES. EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.

Owners make no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. Owners makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. OWNERS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

UNDER NO CIRCUMSTANCES SHALL OWNERS, THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF OWNERS OR ANY OTHER PARTY, EVEN IF OWNERS ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS OWNERS’ ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES. THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

Limitation of Remedies and Damages
Your remedy for a breach of this Agreement or of any warranty included in this Agreement shall be as described in the Kipu Health, LLC, Terms of Service, available online at https://www.kipu.health/terms.

Any warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by Owners to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold Owners harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

Governing Laws Jurisdiction and Costs
This Agreement is governed by the laws of Florida, without regard to Florida's conflict or choice of law provisions.

Severability
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.