This End User License Agreement ("EULA") is by and among (1) Purple WiFi Inc, a Delaware Corporation (“Purple”), (2) Emory Healthcare, Inc on behalf of itself and its affiliates and healthcare facilities (“Emory Healthcare” or “Hospital”), and (3) an authorized user (each, an “End User” or “you”) of Purple’s wayfinding software application (the “Emory Find My Way App”).
Please read this EULA carefully before downloading and using the Emory Find My Way App. By clicking “I agree” or otherwise using the Emory Find My Way App, End User expressly acknowledges having understood the rights, obligations, terms and conditions in this EULA, and agrees to be legally bound by the following terms.
Children under the age of 13 are prohibited from using the Emory Find My Way App. By clicking “I agree” or otherwise using the Emory Find My Way App, End User expressly agrees that End User is not under the age of 13.
1. Ownership and License:
a. Purple and Hospital (as agreed between the parties) shall retain all title, copyright and other proprietary rights in the Emory Find My Way App, as well as rights to their respective trademarks.
b. The End User is granted a temporary, non-exclusive and non-transferable, non-sublicensable license to access and use the Emory Find My Way App for planning and navigating visits to participating Emory Healthcare facilities and related functions on any Apple-branded or Android products that the End User owns or controls (each, a “device”) and as permitted by the usage rules set forth in the App Store Terms of Service (the “Usage Rules”), except that such Emory Find My Way App may be accessed, acquired, and used subject to and in accordance with this EULA by other accounts associated with the End User via Family Sharing or volume purchasing.
c. The terms of this EULA will govern any content, materials, or services accessible from the Emory Find My Way App as well as upgrades provided by Hospital or Purple that replace or supplement the original Emory Find My Way App.
d. Except as provided in the Usage Rules, you will not:
i. distribute or make the Emory Find My Way App available over a network where it could be used by multiple devices at the same time;
ii. transfer, redistribute or sublicense the Emory Find My Way App;
iii. copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Emory Find My Way App, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law).
iv. Use the Emory Find My Way App for any purpose other than planning and navigating visits to participating Emory Healthcare facilities.
e. If the device is sold or otherwise given away to a third party, you must remove the Emory Find My Way App from the device before doing so.
f. As regards the End User rights, Purple and/or Hospital may modify or discontinue the Emory Find My Way App at any time in its discretion.
2. Warranty and Liability Limitations
PURPLE AND HOSPITAL MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE EMORY FIND MY WAY APP, THE INFORMATION MADE AVAILABLE THROUGH THE EMORY FIND MY WAY APP, ACCESS TO OR AVAILABILITY OF THE EMORY FIND MY WAY APP, OR SERVICES TO BE PROVIDED TO END USER UNDER THIS EULA INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE. IN NO EVENT WILL PURPLE OR HOSPITAL BE LIABLE TO THE END USER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO USE OF THE EMORY FIND MY WAY APP UNDER THIS EULA, INCLUDING, WITHOUT LIMITATION, PHYSICAL HARM, DEATH AND PECUNIARY LOSS, EVEN IF PURPLE OR HOSPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS REQUIRED BY APPLICABLE LAW. PURPLE AND HOSPITAL DO NOT MARKET OR WARRANT THE EMORY FIND MY WAY APP FOR EMERGENCY OR LIFESAVING PURPOSES. THE END USER ASSUMES ALL RISK AS TO THE USE OF THE EMORY FIND MY WAY APP AND IN NO EVENT SHALL PURPLE’S OR HOSPITAL’S TOTAL LIABILITY TO THE END USER FOR ALL DAMAGES ARISING FROM OR RELATED TO USE OF THE EMORY FIND MY WAY APP UNDER THIS EULA EXCEED THE FEES PAID BY END USER FOR THE EMORY FIND MY WAY APP.
FOR THE AVOIDANCE OF DOUBT, (A) APPLE, PURPLE, AND THE HOSPITAL ARE UNDER NO OBLIGATION WHATSOEVER TO FURNISH ANY MAINTENANCE AND SUPPORT SERVICES WITH RESPECT TO THE EMORY FIND MY WAY APP, (B) APPLE HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE EMORY FIND MY WAY APP, (C) PURPLE AND HOSPITAL, NOT APPLE, ARE RESPONSIBLE FOR ADDRESSING ANY CLAIMS BY YOU OR ANY THIRD PARTY RELATING TO THE EMORY FIND MY WAY APP OR YOUR POSSESSION AND/OR USE OF THE EMORY FIND MY WAY APP, INCLUDING, BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE EMORY FIND MY WAY APP FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS; AND (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION, (D) IN THE EVENT OF ANY THIRD PARTY CLAIM THAT THE EMORY FIND MY WAY APP OR YOUR POSSESSION AND USE OF THE EMORY FIND MY WAY APP INFRINGES THAT THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, PURPLE , NOT APPLE OR HOSPITAL, WILL BE SOLELY RESPONSIBLE FOR THE INVESTIGATION, DEFENSE, SETTLEMENT AND DISCHARGE OF ANY SUCH INTELLECTUAL PROPERTY INFRINGEMENT CLAIM, AND (E) NONE OF APPLE, HOSPITAL, PURPLE OR THEIR RESPECTIVE SERVICE PROVIDERS SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE, RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE EMORY FIND MY WAY APP, INCLUDING ANY INTERRUPTIONS DUE TO SYSTEM FAILURES, NETWORK ATTACKS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE.
YOUR USE OF THE EMORY FIND MY WAY APP’S REAL-TIME ROUTE GUIDANCE FUNCTIONALITY IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE. THE EMORY FIND MY WAY APP SHALL NOT BE USED FOR EMERGENCY OR LIFE-SAVING PURPOSES. YOU SHOULD DIAL 911 FOR EMERGENCY SITUATIONS.
3. Location Data Usage, Storage & Sharing. The use of location-based services in the Emory Find My Way App is necessary for mapping services and will cause the physical location of your device to be collected. This location data [latitude and longitude of starting point] is collected anonymously in a non-personally identifiable format and may be used by Purple in order to test and improve the accuracy of the services Purple offers. The information may be shared between Purple and the Hospital as well as trusted service providers bound by confidentiality obligations.
4. Indemnification. End User hereby agrees to indemnify and hold harmless Purple and Hospital from and against any liability arising as a result of End User’s use of the Emory Find My Way App, End User’s breach of this EULA, and/or End User’s breach of applicable law related to End User’s use of the Emory Find My Way App.
5. Consent to Use of Data. End User hereby agrees that Purple and/or Hospital may collect and use technical data and related information, including but not limited to technical information about End User’s device, system and software, for use in connection with software updates, support, and other services related to the Emory Find My Way App. Purple and/or Hospital may use this information to improve their products and services. Although the Emory Find My Way App is designed to collect data in a non-personally identifiable format, in the event the Emory Find My Way App does collect information that would personally identify you, it would only do so in good faith as reasonably necessary to (a) provide the Emory Find My Way App, (b) comply with legal process or request, (c) verify compliance with the terms of the EULA, (d) prevent fraud, including investigating any potential technical issues or violations, or (e) protect the rights, property, security or safety of Hospital, Purple, or you as required or permitted by law. You consent to collection of information that could personally identify you for the purposes described in the foregoing sentence.
6. Miscellaneous
a. This EULA and any claim, action, suit, proceeding or dispute arising out of or in connection with this EULA, shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Georgia, without regard to the conflicts of laws provision thereof. Any action or proceeding brought by any party to enforce its rights under this EULA shall be brought exclusively in any state or superior court of competent jurisdiction located in the County of Fulton, State of Georgia, USA or in federal court in the Northern District of Georgia. As a condition to use of the Emory Find My Way App, you expressly consent and submit to the personal jurisdiction of any of the foregoing courts, and waive any objections relating to venue or the convenience of forum for any action brought to enforce this EULA in any of the foregoing courts.
b. If any provision of this EULA is held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
c. This EULA represents the entire understanding among the parties with respect to the End User License and supersedes all prior written and oral communications.
d. Hospital reserves the right to modify this EULA at any time in its sole discretion. The most current version of this EULA will be posted at __________________. The End User is responsible for reviewing the terms of the EULA from time to time to monitor changes and for complying with the updated terms of the EULA. Your continued use of the Emory Find My Way App following modification of EULA terms constitutes your agreement to the modified terms.
e. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.
f. The parties’ respective rights and obligations under sections intended by their nature to survive including, without limitation, intellectual property, limits on warranties and liability, indemnity, termination and choice of law provisions shall survive the termination or expiration of this EULA and the any discontinuation of the Emory Find My Way App.
g. Apple, and Apple subsidiaries, are third party beneficiaries of the EULA, and, upon your acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third-party beneficiary thereof.
h. In the event the Emory Find My Way App uses or is supported by the use of push notifications, you consent to receive such push notifications.
i. The End User represents and warrants that (i) the End User is 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) the End User is not listed on any U.S. Government list of prohibited or restricted parties.
7. Operating Systems. The respective owners and copyright holders of the applicable software platforms (e.g. iOS, Mac OS, Android, Windows, Linux) may impose additional rights and obligations related to End User's use of the Emory Find My Way App on such platform.
8. Contact. For questions about this EULA or the Emory Find My Way App you may contact Hospital by email at serviceperformance@emoryhealthcare.org, or in writing to: 1459 Montreal Road, MOB Suite N502, Tucker GA 30084.
IF YOU DO NOT ACCEPT THESE TERMS YOU ARE NOT AUTHORIZED TO USE THE EMORY FIND MY WAY APP AND MUST RELY ON OTHER MEANS MADE AVAILABLE BY EMORY HEALTHCARE TO PLAN AND NAVIGATE VISITS TO PARTICIPATING EMORY HEALTHCARE FACILITIES.