LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between you and Rock Health, Inc. (“Rock Health”). By clicking ‘Buy this’, you hereby accept the term and conditions hereunder and create a legally binding document between you and Rock Health regarding your purchase of the Digital Health Year in Review 2016 Report (the “Report”).
1. License. Subject to the terms and conditions of this Agreement, Rock Health hereby provides you with a copy of the Report and grants you a license to download and review the Report for your personal, non-commercial internal use.
2. Restrictions. Any purpose not specifically authorized herein is prohibited unless agreed to in writing by you and Rock Health. By way of illustration and without limitation, you shall not and shall not enable a third party to: (i) publish the Report, in whole or in part, as your own; (ii) publish, copy, distribute or sell the Report, in whole or in part, or any information derived from the Report; (iii) merge the Report or any portion thereof or data contained therein or derived therefrom into any separate file, database or listing compiled by you or a third party or otherwise appropriate the Report for your own use or use of third party.
3. Ownership. The Report and any copyrights, trademarks, trade secrets, patents and other intellectual property rights embodied in the Report or derived therefrom, are and shall remain the sole and exclusive property of Rock Health. You are purchasing an electronic copy of the Report for your personal, internal use and you do not obtain any right to sell, market, reproduce, distribute, publicly perform or display, or create derivative works of the Report, in whole or in part. Any rights not expressly granted herein are reserved by Rock Health.
4. Term and Termination. The Agreement shall become effective upon your purchase of the copy of the Report and continue until terminated. Rock Health may terminate the agreement upon written notice if you breach any material provision of this agreement, including but not limited to Section 1 or 2 of this agreement. Section 2-8 shall survive any termination of this agreement.
5. Disclaimer of Warranties. THE REPORT IS PROVIDED ON AN “AS-IS” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ROCK HEALTH DOES NOT MAKE ANY WARRANTIES TO YOU OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED OR STATUTORY. ROCK HEALTH DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT WITH RESPECT TO THE REPORT OR ANY OTHER INFORMATION OR MATERIALS PROVIDED OR USED UNDER, OR AS A RESULT OF, THIS AGREEMENT.
6. Indemnity. You agree to indemnify, defend and hold Rock Health and its officers, trustees, directors, agents, employees, assignees and successors in interest harmless from and against any third party claims and to pay all related damages, costs and expenses, including without limitation, reasonable attorney’s fees, arising out of or resulting from (i) your breach of this Agreement; or (ii) your disclosure or unauthorized use of the Report, in whole or in part.
7. Limitation of Liability. ROCK HEALTH, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF DATA, LOST PROFITS OR GOODWILL, EVEN IF ROCK HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY. IN NO EVENT SHALL ROCK HEALTH’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE REPORT IN CONNECTION WITH THIS AGREEMENT.
8. General Terms. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, promises, representations, understandings and negotiations, whether written or oral, between the parties with respect to the subject matter. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity shall not invalidate or render unenforceable any other part of this Agreement. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to choice of law principles.