Terms of Service

Contact Us

The following are the terms of service (“Terms of Service”) that define the
relationship between Luro Health Corporation (“Company,” “Luro,” “we,” or
“us”)) and you, defined as the entity listed in the Order Form, and govern
your use of Luro Services.
‍
‍ARTICLE 1: DEFINITIONS AND SCHEDULES
1.1 Definitions: “Agreement” means this Luro software-as-a-service
agreement, all schedules attached hereto, each Order Form and any other
document incorporated by reference herein.“Authorized User” means the
Health Care Practitioner or Health Care Provider Staff authorized by
Healthcare Provider to use the Luro SaaS Services. “Documentation” means
any and all manuals, instructions and other documents and materials that
Luro provides or makes available to Healthcare Provider Staff or Health Care
Practitioners in any form or medium which describes the functionality,
components, features or requirements of Luro Services, including any aspect
of the installation, configuration, integration, operation, use, or support
thereof, including, for clarity, any such documentation provided in
connection with the Standard Maintenance and Support. which can be found
posted
‍
at Lurohealth.com/privacy/, www.Lurohealth.com/serviceagreement/“Fees”
has the meaning set out in Section 7.1.“Luro SaaS Services” means
proprietary software-as-a-service solution, developed and owned by Luro,
used to assist physicians to identify and assess patients with rare and
complex conditions.“Luro Services” means the Luro SaaS Services, the
Professional Services and other related products and services made available
by Luro, including any third-party software, under this Agreement and any
applicable Order Form.“Health Care Practitioner” means a registered health
care professional (including but not limited to physicians, nurses,
physiotherapists, etc.) who are provided clinic services, IT systems, staff and
other supports by the Health Care Provider.“Health Care Provider” means the
signatory of this Agreement. Health Care Provider may provide supports to
Health Care Practitioners including clinic services, IT systems, staff and other
supports to support them in patient care. In some cases, the Health Care
Provider will also be the Health Care Practitioner.“Healthcare Provider Data”
means any data, information, content, records, and files that Healthcare
Provider or any of its Users loads, receives through, transmits to or enters
into the Luro SaaS Services.“Health Care Provider Staff” means employees or
agents of the Health Care Provider who assist with the administrative
functioning of the Health Care Provider.“IP Rights” means any and all
registered and unregistered rights granted, applied for or otherwise now or
hereafter in existence under or related to any patent, copyright, trade-mark,
trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the
world.“Laws” means all applicable laws, statutes, ordinances, regulations,
by-laws and directions, orders, and rules of all governmental authorities
having the force of law.“Modifications” means modifications, improvements,
customizations, updates, enhancements, aggregations, compilations,
derivative works, translations and adaptations, and “Modify” has a
corresponding meaning.“Order Form” means an order schedule, a sales
quote, a SOW, or any other document confirming the Luro Services to be
ordered by Healthcare Provider, any applicable Subscription Periods, any
Professional Services and any other services to be purchased by Healthcare
Provider, in each case, as signed by the duly authorized representatives of
both Parties. [Each applicable and current Order Form will be attached to this
Agreement and incorporated herein by reference]“Patient” means the
person who is seeking health care treatment from the Health Care
Practitioner who is affiliated with the Health Care Provider covered by this
agreement.“Permitted Use” means use of the Luro SaaS Services by a User
for the benefit of Healthcare Provider in the ordinary course of its internal
business operations.“Personal Health Information” or “PHI” has the meaning
given to it in section 2 of PIPEDA or any applicable provincial legislation that
has been declared substantially similar to PIPEDA with respect to health
information, including but not limited to Ontario’s Personal Health
Information Protection Act (“PHIPA”).“Personal Information” means
information about an identifiable individual.“Professional Services” means
any professional services provided by Luro, as set forth in an Order Form or
SOW.“SOW” means a statement of work setting out the details of the
Professional Services to be provided by Luro to Healthcare
Provider.“Subscription” means a subscription to access and use the Luro
SaaS Services and to receive support for the Luro SaaS Services for the
Subscription Period, as evidenced by an Order Form.“Subscription Period”
means the time period of each Subscription as set out in an Order Form,
commencing upon the initial delivery of login credentials to the Luro SaaS
Service. If no time period is set out in the Order Form, the Subscription
Period shall be a twelve (12) month period and auto-renewed annually
thereafter unless terminated by either party.“User” means any third party
permitted by Healthcare Provider to use the Luro SaaS Services, including
Health Care Practitioners and Health Care Provider Staff.1.2 SchedulesThe
following schedules are attached to and form a part of this Agreement.
Schedules may be updated by Luro from time to time, in its sole discretion,
acting reasonably, and posted
at www.Lurohealth.com/privacy/,  www.Lurohealth.com/serviceagreement/.  
      Exhibit “A” – End User License Agreement
‍HEALTH CARE PROVIDER OBLIGATIONS: Health Care Provider
shall:mandate and ensure that all Health Care Practitioners who use Luro
SaaS Services have read and signed the End User License Agreement
attached hereto as Exhibit “A” (“EULA”); andpermit Luro, or its agent, at all reasonable times and at Luro’s expense, to verify that the use of the
Services and the Documentation by the Healthcare Providers and the Users
is in accordance with the terms of this Agreement.
‍
ARTICLE 2: Luro SAAS SERVICES
2.1 Provisioning of the Luro SaaS Services: Subject to Healthcare
Provider’s compliance with the terms and conditions of this Agreement and
any applicable Order Form, Luro will make the Luro SaaS Services available
to Healthcare Provider for use by Healthcare Provider and all Users during
the Subscription Period.
‍
‍2.2 Minimum Terms with Users: Healthcare Provider will ensure that all
Health Care Practitioners who will use the Luro application or notes have
entered into the End User License Agreement attached hereto as Exhibit “A”.
‍
‍2.3 Restrictions on Use: Healthcare Provider must not itself, and will not
permit others (including Authorized Users and Users) to:copy the Luro SaaS
Services, in whole or in part;sub-license, sell, rent, lend, lease, publish,
transfer or distribute the Luro SaaS Services or any intellectual property
rights therein or otherwise make the Luro SaaS Services available to
others;use or access the Luro SaaS Services in violation of any applicable law
or intellectual property right, in a manner that threatens the security or
functionality of the Luro SaaS Services, or for any purpose or in any manner
not expressly permitted in this Agreement;bypass or breach any security
device or protection used for or contained in the Luro SaaS Services or
Documentation;use the Luro SaaS Services to create, collect, transmit, store,
use or process any Healthcare Provider Data:that contains any computer
viruses, worms, malicious code, or any software intended to damage or alter
a computer system or data;that Healthcare Provider does not have the lawful
right to create, collect, transmit, store, use or process; orthat violates any
applicable Laws, or infringes, violates or otherwise misappropriates the
intellectual property or other rights of any third party (including any moral
right, privacy right or right of publicity);modify, correct, adapt, translate,
enhance or otherwise prepare derivative works or improvement of any Luro
SaaS Services;reverse engineer, de-compile, decode, disassemble or adapt
the Luro SaaS Services or otherwise attempt to drive or gain access to the
source code of the Luro SaaS Services, in whole or in part;remove, delete,
efface, alter, translate, combine, supplement, obscure or otherwise change
any trade-marks, terms of the Documentation, warranties, disclaimers,
proprietary notices, labels, or IP Rights, proprietary rights or other symbols,
notices, marks or serial numbers on or relating to any version and copy of
the Luro SaaS Services and Documentation, including brand, copyright,
trademark and patent or patent pending notices;access or use the Luro SaaS
Services for the purpose of: (i) benchmarking or competitive analysis of the
Luro SaaS Services; (ii) developing, using, providing or building a similar or
competitive product or service; (iii) any other purpose that is to Luro’s
detriment or commercial disadvantage;perform any vulnerability,
penetration or similar testing of the Luro SaaS Services; oruse the Luro SaaS Services and Documentation other than for the Permitted Use or in any
manner or for any purpose or application not expressly permitted by this
Agreement.
‍
‍2.4 Suspension of Access; Scheduled Downtime; Modifications: At
any time during the Subscription Period, Luro may, at its discretion:suspend
Healthcare Provider’s access to or use of the Luro SaaS Services or any
component thereof:for scheduled maintenance;if Healthcare Provider
violates any provision of this Agreement; orto address any emergency
security concerns; andmodify the Luro SaaS Services. For greater certainty,
Healthcare Provider is required to accept all patches, bug fixes and updates
made by or on behalf of Luro to the Luro SaaS Services.
‍
‍2.5 Access Methods; Responsibility for Users: Healthcare Provider
agrees that it is responsible for protecting the security and integrity of the
login credentials of its Authorized Users and Users. Healthcare Provider
agrees that it is responsible for all actions taken by its Authorized Users and
Users and is liable for any acts or omissions by them, whether authorized or
not, in the Luro SaaS Service. Authorized Users and Users shall not gain, or
attempt to gain, or permit any third party to gain, unauthorized access to the
Luro SaaS Service or to use the Luro SaaS Service in an unauthorized
manner. Healthcare Provider shall use commercially reasonable efforts to
prevent and stop any unauthorized access and shall immediately report any
suspected or known unauthorized access or use of the Luro SaaS Service.
‍
‍ARTICLE 3: PROFESSIONAL SERVICES
‍Luro will use commercially reasonable efforts to perform the Professional
Services set out in the Order Form or SOW.
‍
ARTICLE 4: OWNERSHIP; RESERVATION OF RIGHTS
4.1 Ownership
‍Healthcare Provider retains all ownership and intellectual property rights in
and to Healthcare Provider Data. Healthcare Provider grants to Luro a
nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use,
process and transmit Healthcare Provider Data to provide the Luro Services.
Luro may collect and analyze data and other information relating to the
provision, use and performance of the Luro Services and related systems and
technologies (including, without limitation, information concerning
Healthcare Provider Data and data derived therefrom), and during and after
the term of this Agreement, Luro may: (i) use such data and information to
improve and enhance the Luro Services and for other development,
diagnostic and corrective purposes in connection with the Luro Services and
other Luro offerings except where prohibited by applicable law; (ii) use and
disclose such data solely in aggregated or other de-identified form in
connection with its business except where prohibited by applicable law; and
(iii) access, use and disclose such data and information as required by
applicable law.Luro or its licensors retain all ownership and intellectual property rights in and to: (i) the Luro Services; (ii) anything developed or
delivered by Luro under this Agreement; and (iii) any Modifications to the
foregoing (i) and (ii).All rights not expressly granted by a Party to the other
Party under this Agreement are reserved by Luro.
‍
‍4.2 No Implied Rights
‍Except for the limited rights and licenses expressly granted under this
Agreement, nothing in this Agreement grants, by implication, waiver,
estoppel or otherwise, to Healthcare Provider or any third party any IP Rights
or other right, title or interest in or to any of the Luro Services or
Documentation.
‍
ARTICLE 5: PRIVACY AND SECURITY
‍5.1.1 Healthcare Provider shall ensure that it has obtained all necessary
consents and permissions to use all Healthcare Provider Data, including,
without limitation, any Personal Information within the Healthcare Provider
Data, entered into or transmitted through the Luro SaaS Service. Luro has no
obligation to monitor any Healthcare Provider Data.5.1.2 The Parties agree to
conform to the requirements of any applicable Canadian local, provincial or
federal privacy legislation, laws or regulations as they relate to the Luro
Services.5.1.3 Healthcare Provider acknowledges that all Personal
Information and Healthcare Provider Data entered into or transmitted
through the Luro SaaS Service will be treated in accordance with applicable
privacy laws, Luro’s privacy policy, as updated from time to time, including
that Luro may aggregate and/or de-identify Personal Information for quality
improvement purposes, and other business purposes as stated in Luro’s
Privacy Policy.5.1.4 Luro maintains reasonable, industry standard
administrative, physical and technical safeguards designed for the
protection, confidentiality and integrity of the Luro SaaS Service and the
Healthcare Provider Data.5.1.5 In the event of any loss of, unauthorized
access to, or unauthorized use or disclosure of PHI (a “Privacy Breach”), at
the first opportunity following the time Luro has confirmed the Privacy
Breach, Luro shall:immediately notify the Healthcare Provider of the Privacy
Breach by phone followed by email.investigate the Privacy Breach and
provide the Healthcare Provider with detailed information about the Privacy
Breach within a reasonable time; andtake the necessary actions to mitigate
the effects and to minimize any damage resulting from the Privacy
Breach.5.1.6 If Luro gains unauthorized access to the Healthcare Provider
Data under this Agreement, Luro shall at the first reasonable
opportunity:notify the Healthcare Provider by telephone, followed by written
notice;if the Healthcare Provider Data has come into the possession of Luro,
securely return all copies of the Healthcare Provider Data to the Healthcare
Provider and, if applicable, ensure that such Healthcare Provider Data has
been permanently removed from any media or hardware on which it was
stored; andhold such Healthcare Provider Data in the strictest confidence
and ensure that its employees, contractors and agents hold it in the strictest confidence
.5.1.7 If there is a conflict or inconsistency between the terms of
this Agreement and the terms of the Privacy Policy, the terms of this
Agreement will prevail.
‍
‍ARTICLE 6: FEES AND PAYMENT
6.1 Fees: The fees set forth in each applicable Order Form or SOW are to be
paid in accordance with the terms set out therein. Except as otherwise
specified in an Order Form or SOW, all Fees are identified in Canadian
Dollars.Except as otherwise specified in an Order Form, where
applicable,Subscription fees are based on Luro SaaS services purchased and
not actual usage; andPayment obligations are non-cancellable, and fees paid
are non-refundable.
6.2 Invoicing: Where applicable, the Health Care Provider will set up with
Luro an automatic payment plan (either via bank account withdrawal or
credit card) that will pay the fees, as specified in an Order Form, on the first
of the month.
6.3 Taxes: Fees do not include applicable sales and use taxes. Healthcare
Provider will be responsible for and pay all applicable taxes, duties, tariffs,
assessments, export and import fees or similar charges (including interest
and penalties imposed thereon) on the transactions contemplated in
connection with this Agreement, other than taxes based on the net income
or profits of Luro.
‍
‍ARTICLE 7: CONFIDENTIAL INFORMATION
7.1 Definitions: For the purposes of this Agreement, a Party receiving
Confidential Information (as defined below) will be the “Recipient”, the Party
disclosing such information will be the “Discloser” and “Confidential
Information” means information marked or otherwise identified in writing by
a Party as proprietary or confidential, or information that, under the
circumstances surrounding the disclosure, Recipient should recognize as
being confidential; provided that Discloser’s Confidential Information does
not include: (i) information already known or independently developed by
Recipient without access to Discloser’s Confidential Information; (ii)
information that is publicly available through no wrongful act of Recipient; or
(iii) information received by Recipient from a third party who was free to
disclose it without confidentiality obligations.
‍
7.2 Confidentiality Covenants: Recipient hereby agrees that during the
term of this Agreement and at all times thereafter it will not: (i) disclose
Confidential Information of Discloser to any person, except to its own
personnel or affiliates having a “need to know” and that have entered into
written agreements no less protective of such Confidential Information than
this Agreement, and to such other recipients as the Discloser may approve in
writing; (ii) use Confidential Information of Discloser except to exercise its
license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary
legend. Each Party will take reasonable precautions to safeguard the other
Party’s Confidential Information. Those precautions will be at least as great
as the precautions that the Recipient takes to protect its own Confidential
Information of a similar type.
‍
7.3 Exceptions to Confidentiality: Notwithstanding Section 8.2, Recipient
may disclose Discloser’s Confidential Information: (i) to the extent that such
disclosure is required by applicable law or by the order of a court or similar
judicial or administrative body, provided that, except to the extent prohibited
by law, Recipient promptly notifies Discloser in writing of such required
disclosure and cooperates with Discloser to seek an appropriate protective
order; (ii) to its legal counsel and other professional advisors if and to the
extent such persons need to know such Confidential Information in order to
provide applicable professional advisory services in connection with the
Party’s business; or (iii) in the case of Luro, to potential assignees, acquirers
or successors of Luro if and to the extent such persons need to know such
Confidential Information in connection with a potential sale, merger,
amalgamation or other corporate transaction involving the business or
assets of Luro.
‍
The following are the terms of service (“Terms of Service”) that define the
relationship between Luro Health Corporation (“Company,” “Luro,” “we,” or
“us”)) and you, defined as the entity listed in the Order Form, and govern
your use of Luro Services.
‍
‍ARTICLE 1: DEFINITIONS AND SCHEDULES
1.1 Definitions: “Agreement” means this Luro software-as-a-service
agreement, all schedules attached hereto, each Order Form and any other
document incorporated by reference herein.“Authorized User” means the
Health Care Practitioner or Health Care Provider Staff authorized by
Healthcare Provider to use the Luro SaaS Services. “Documentation” means
any and all manuals, instructions and other documents and materials that
Luro provides or makes available to Healthcare Provider Staff or Health Care
Practitioners in any form or medium which describes the functionality,
components, features or requirements of Luro Services, including any aspect
of the installation, configuration, integration, operation, use, or support
thereof, including, for clarity, any such documentation provided in
connection with the Standard Maintenance and Support. which can be found
posted
at Lurohealth.com/privacy/, www.Lurohealth.com/serviceagreement/“Fees”
has the meaning set out in Section 7.1.“Luro SaaS Services” means
proprietary software-as-a-service solution, developed and owned by Luro,
used to assist physicians to identify and assess patients with rare and
complex conditions.“Luro Services” means the Luro SaaS Services, the
Professional Services and other related products and services made available
by Luro, including any third-party software, under this Agreement and any
applicable Order Form.“Health Care Practitioner” means a registered health
care professional (including but not limited to physicians, nurses,
physiotherapists, etc.) who are provided clinic services, IT systems, staff and
other supports by the Health Care Provider.“Health Care Provider” means the
signatory of this Agreement. Health Care Provider may provide supports to
Health Care Practitioners including clinic services, IT systems, staff and other
supports to support them in patient care. In some cases, the Health Care
Provider will also be the Health Care Practitioner.“Healthcare Provider Data”
means any data, information, content, records, and files that Healthcare
Provider or any of its Users loads, receives through, transmits to or enters
into the Luro SaaS Services.“Health Care Provider Staff” means employees or
agents of the Health Care Provider who assist with the administrative
functioning of the Health Care Provider.“IP Rights” means any and all
registered and unregistered rights granted, applied for or otherwise now or
hereafter in existence under or related to any patent, copyright, trade-mark,
trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the
world.“Laws” means all applicable laws, statutes, ordinances, regulations,
by-laws and directions, orders, and rules of all governmental authorities
having the force of law.“Modifications” means modifications, improvements,
customizations, updates, enhancements, aggregations, compilations,
derivative works, translations and adaptations, and “Modify” has a
corresponding meaning.“Order Form” means an order schedule, a sales
quote, a SOW, or any other document confirming the Luro Services to be
ordered by Healthcare Provider, any applicable Subscription Periods, any
Professional Services and any other services to be purchased by Healthcare
Provider, in each case, as signed by the duly authorized representatives of
both Parties. [Each applicable and current Order Form will be attached to this
Agreement and incorporated herein by reference]“Patient” means the
person who is seeking health care treatment from the Health Care
Practitioner who is affiliated with the Health Care Provider covered by this
agreement.“Permitted Use” means use of the Luro SaaS Services by a User
for the benefit of Healthcare Provider in the ordinary course of its internal
business operations.“Personal Health Information” or “PHI” has the meaning
given to it in section 2 of PIPEDA or any applicable provincial legislation that
has been declared substantially similar to PIPEDA with respect to health
information, including but not limited to Ontario’s Personal Health
Information Protection Act (“PHIPA”).“Personal Information” means
information about an identifiable individual.“Professional Services” means
any professional services provided by Luro, as set forth in an Order Form or
SOW.“SOW” means a statement of work setting out the details of the
Professional Services to be provided by Luro to Healthcare
Provider.“Subscription” means a subscription to access and use the Luro
SaaS Services and to receive support for the Luro SaaS Services for the
Subscription Period, as evidenced by an Order Form.“Subscription Period”
means the time period of each Subscription as set out in an Order Form,
commencing upon the initial delivery of login credentials to the Luro SaaS
Service. If no time period is set out in the Order Form, the Subscription
Period shall be a twelve (12) month period and auto-renewed annually
thereafter unless terminated by either party.“User” means any third party
permitted by Healthcare Provider to use the Luro SaaS Services, including
Health Care Practitioners and Health Care Provider Staff.1.2 SchedulesThe
following schedules are attached to and form a part of this Agreement.
Schedules may be updated by Luro from time to time, in its sole discretion,
acting reasonably, and posted
at www.Lurohealth.com/privacy/,  www.Lurohealth.com/serviceagreement/.  
      Exhibit “A” – End User License Agreement
‍
‍HEALTH CARE PROVIDER OBLIGATIONS: Health Care Provider
shall:mandate and ensure that all Health Care Practitioners who use Luro
SaaS Services have read and signed the End User License Agreement
attached hereto as Exhibit “A” (“EULA”); andpermit Luro, or its agent, at all reasonable times and at Luro’s expense, to verify that the use of the
Services and the Documentation by the Healthcare Providers and the Users
is in accordance with the terms of this Agreement.
‍
ARTICLE 2: Luro SAAS SERVICES
2.1 Provisioning of the Luro SaaS Services: Subject to Healthcare
Provider’s compliance with the terms and conditions of this Agreement and
any applicable Order Form, Luro will make the Luro SaaS Services available
to Healthcare Provider for use by Healthcare Provider and all Users during
the Subscription Period.
‍2.2 Minimum Terms with Users: Healthcare Provider will ensure that all
Health Care Practitioners who will use the Luro application or notes have
entered into the End User License Agreement attached hereto as Exhibit “A”.
‍2.3 Restrictions on Use: Healthcare Provider must not itself, and will not
permit others (including Authorized Users and Users) to:copy the Luro SaaS
Services, in whole or in part;sub-license, sell, rent, lend, lease, publish,
transfer or distribute the Luro SaaS Services or any intellectual property
rights therein or otherwise make the Luro SaaS Services available to
others;use or access the Luro SaaS Services in violation of any applicable law
or intellectual property right, in a manner that threatens the security or
functionality of the Luro SaaS Services, or for any purpose or in any manner
not expressly permitted in this Agreement;bypass or breach any security
device or protection used for or contained in the Luro SaaS Services or
Documentation;use the Luro SaaS Services to create, collect, transmit, store,
use or process any Healthcare Provider Data:that contains any computer
viruses, worms, malicious code, or any software intended to damage or alter
a computer system or data;that Healthcare Provider does not have the lawful
right to create, collect, transmit, store, use or process; orthat violates any
applicable Laws, or infringes, violates or otherwise misappropriates the
intellectual property or other rights of any third party (including any moral
right, privacy right or right of publicity);modify, correct, adapt, translate,
enhance or otherwise prepare derivative works or improvement of any Luro
SaaS Services;reverse engineer, de-compile, decode, disassemble or adapt
the Luro SaaS Services or otherwise attempt to drive or gain access to the
source code of the Luro SaaS Services, in whole or in part;remove, delete,
efface, alter, translate, combine, supplement, obscure or otherwise change
any trade-marks, terms of the Documentation, warranties, disclaimers,
proprietary notices, labels, or IP Rights, proprietary rights or other symbols,
notices, marks or serial numbers on or relating to any version and copy of
the Luro SaaS Services and Documentation, including brand, copyright,
trademark and patent or patent pending notices;access or use the Luro SaaS
Services for the purpose of: (i) benchmarking or competitive analysis of the
Luro SaaS Services; (ii) developing, using, providing or building a similar or
competitive product or service; (iii) any other purpose that is to Luro’s
detriment or commercial disadvantage;perform any vulnerability,
penetration or similar testing of the Luro SaaS Services; oruse the Luro SaaS Services and Documentation other than for the Permitted Use or in any
manner or for any purpose or application not expressly permitted by this
Agreement.
‍
‍2.4 Suspension of Access; Scheduled Downtime; Modifications: At
any time during the Subscription Period, Luro may, at its discretion:suspend
Healthcare Provider’s access to or use of the Luro SaaS Services or any
component thereof:for scheduled maintenance;if Healthcare Provider
violates any provision of this Agreement; orto address any emergency
security concerns; andmodify the Luro SaaS Services. For greater certainty,
Healthcare Provider is required to accept all patches, bug fixes and updates
made by or on behalf of Luro to the Luro SaaS Services.
‍
‍2.5 Access Methods; Responsibility for Users: Healthcare Provider
agrees that it is responsible for protecting the security and integrity of the
login credentials of its Authorized Users and Users. Healthcare Provider
agrees that it is responsible for all actions taken by its Authorized Users and
Users and is liable for any acts or omissions by them, whether authorized or
not, in the Luro SaaS Service. Authorized Users and Users shall not gain, or
attempt to gain, or permit any third party to gain, unauthorized access to the
Luro SaaS Service or to use the Luro SaaS Service in an unauthorized
manner. Healthcare Provider shall use commercially reasonable efforts to
prevent and stop any unauthorized access and shall immediately report any
suspected or known unauthorized access or use of the Luro SaaS Service.
‍
ARTICLE 3: PROFESSIONAL SERVICES
‍Luro will use commercially reasonable efforts to perform the Professional
Services set out in the Order Form or SOW.
‍
‍ARTICLE 4: OWNERSHIP; RESERVATION OF RIGHTS4.1 Ownership
‍Healthcare Provider retains all ownership and intellectual property rights in
and to Healthcare Provider Data. Healthcare Provider grants to Luro a
nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use,
process and transmit Healthcare Provider Data to provide the Luro Services.
Luro may collect and analyze data and other information relating to the
provision, use and performance of the Luro Services and related systems and
technologies (including, without limitation, information concerning
Healthcare Provider Data and data derived therefrom), and during and after
the term of this Agreement, Luro may: (i) use such data and information to
improve and enhance the Luro Services and for other development,
diagnostic and corrective purposes in connection with the Luro Services and
other Luro offerings except where prohibited by applicable law; (ii) use and
disclose such data solely in aggregated or other de-identified form in
connection with its business except where prohibited by applicable law; and
(iii) access, use and disclose such data and information as required by
applicable law.Luro or its licensors retain all ownership and intellectual property rights in and to: (i) the Luro Services; (ii) anything developed or
delivered by Luro under this Agreement; and (iii) any Modifications to the
foregoing (i) and (ii).All rights not expressly granted by a Party to the other
Party under this Agreement are reserved by Luro.

4.2 No Implied Rights
‍Except for the limited rights and licenses expressly granted under this
Agreement, nothing in this Agreement grants, by implication, waiver,
estoppel or otherwise, to Healthcare Provider or any third party any IP Rights
or other right, title or interest in or to any of the Luro Services or
Documentation.
‍
‍ARTICLE 5: PRIVACY AND SECURITY
‍5.1.1 Healthcare Provider shall ensure that it has obtained all necessary
consents and permissions to use all Healthcare Provider Data, including,
without limitation, any Personal Information within the Healthcare Provider
Data, entered into or transmitted through the Luro SaaS Service. Luro has no
obligation to monitor any Healthcare Provider Data.5.1.2 The Parties agree to
conform to the requirements of any applicable Canadian local, provincial or
federal privacy legislation, laws or regulations as they relate to the Luro
Services.5.1.3 Healthcare Provider acknowledges that all Personal
Information and Healthcare Provider Data entered into or transmitted
through the Luro SaaS Service will be treated in accordance with applicable
privacy laws, Luro’s privacy policy, as updated from time to time, including
that Luro may aggregate and/or de-identify Personal Information for quality
improvement purposes, and other business purposes as stated in Luro’s
Privacy Policy.5.1.4 Luro maintains reasonable, industry standard
administrative, physical and technical safeguards designed for the
protection, confidentiality and integrity of the Luro SaaS Service and the
Healthcare Provider Data.5.1.5 In the event of any loss of, unauthorized
access to, or unauthorized use or disclosure of PHI (a “Privacy Breach”), at
the first opportunity following the time Luro has confirmed the Privacy
Breach, Luro shall:immediately notify the Healthcare Provider of the Privacy
Breach by phone followed by email.investigate the Privacy Breach and
provide the Healthcare Provider with detailed information about the Privacy
Breach within a reasonable time; andtake the necessary actions to mitigate
the effects and to minimize any damage resulting from the Privacy
Breach.5.1.6 If Luro gains unauthorized access to the Healthcare Provider
Data under this Agreement, Luro shall at the first reasonable
opportunity:notify the Healthcare Provider by telephone, followed by written
notice;if the Healthcare Provider Data has come into the possession of Luro,
securely return all copies of the Healthcare Provider Data to the Healthcare
Provider and, if applicable, ensure that such Healthcare Provider Data has
been permanently removed from any media or hardware on which it was
stored; andhold such Healthcare Provider Data in the strictest confidence
and ensure that its employees, contractors and agents hold it in the strictest confidence.5.1.7 If there is a conflict or inconsistency between the terms of
this Agreement and the terms of the Privacy Policy, the terms of this
Agreement will prevail.
‍ARTICLE 6: FEES AND PAYMENT
6.1 Fees: The fees set forth in each applicable Order Form or SOW are to be
paid in accordance with the terms set out therein. Except as otherwise
specified in an Order Form or SOW, all Fees are identified in Canadian
Dollars.Except as otherwise specified in an Order Form, where
applicable,Subscription fees are based on Luro SaaS services purchased and
not actual usage; andPayment obligations are non-cancellable, and fees paid
are non-refundable.
6.2 Invoicing: Where applicable, the Health Care Provider will set up with
Luro an automatic payment plan (either via bank account withdrawal or
credit card) that will pay the fees, as specified in an Order Form, on the first
of the month.
6.3 Taxes: Fees do not include applicable sales and use taxes. Healthcare
Provider will be responsible for and pay all applicable taxes, duties, tariffs,
assessments, export and import fees or similar charges (including interest
and penalties imposed thereon) on the transactions contemplated in
connection with this Agreement, other than taxes based on the net income
or profits of Luro.
‍
‍ARTICLE 7: CONFIDENTIAL INFORMATION
7.1 Definitions: For the purposes of this Agreement, a Party receiving
Confidential Information (as defined below) will be the “Recipient”, the Party
disclosing such information will be the “Discloser” and “Confidential
Information” means information marked or otherwise identified in writing by
a Party as proprietary or confidential, or information that, under the
circumstances surrounding the disclosure, Recipient should recognize as
being confidential; provided that Discloser’s Confidential Information does
not include: (i) information already known or independently developed by
Recipient without access to Discloser’s Confidential Information; (ii)
information that is publicly available through no wrongful act of Recipient; or
(iii) information received by Recipient from a third party who was free to
disclose it without confidentiality obligations.

7.2 Confidentiality Covenants: Recipient hereby agrees that during the
term of this Agreement and at all times thereafter it will not: (i) disclose
Confidential Information of Discloser to any person, except to its own
personnel or affiliates having a “need to know” and that have entered into
written agreements no less protective of such Confidential Information than
this Agreement, and to such other recipients as the Discloser may approve in
writing; (ii) use Confidential Information of Discloser except to exercise its
license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary
legend. Each Party will take reasonable precautions to safeguard the other
Party’s Confidential Information. Those precautions will be at least as great
as the precautions that the Recipient takes to protect its own Confidential
Information of a similar type.
‍
7.3 Exceptions to Confidentiality: Notwithstanding Section 8.2, Recipient
may disclose Discloser’s Confidential Information: (i) to the extent that such
disclosure is required by applicable law or by the order of a court or similar
judicial or administrative body, provided that, except to the extent prohibited
by law, Recipient promptly notifies Discloser in writing of such required
disclosure and cooperates with Discloser to seek an appropriate protective
order; (ii) to its legal counsel and other professional advisors if and to the
extent such persons need to know such Confidential Information in order to
provide applicable professional advisory services in connection with the
Party’s business; or (iii) in the case of Luro, to potential assignees, acquirers
or successors of Luro if and to the extent such persons need to know such
Confidential Information in connection with a potential sale, merger,
amalgamation or other corporate transaction involving the business or
assets of Luro.
‍
ARTICLE 8: WARRANTY; DISCLAIMER; INDEMNITY
8.1 Healthcare Provider Warranty: Healthcare Provider represents and
warrants to, and covenants with Lurothat the Healthcare Provider Data will
only contain Personal Information in respect of which Healthcare Provider
has provided all notices and disclosures (including to each Authorized User
and User), obtained all applicable third party consents and permissions and
otherwise has all authority, in each case as required by applicable laws, to
enable Luro to provide theLuro SaaS Services, including with respect to the
collection, storage, access, use, disclosure and transmission of Personal
Information, including by or to Luro and to or from all applicable third parties.

8.2 GENERAL DISCLAIMER: Luro DOES NOT WARRANT THAT THE Luro
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS
CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO
THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE Luro SERVICES.
THE Luro SERVICES (AND ANY PART THEREOF), AND ANY OTHER PRODUCTS
AND SERVICES PROVIDED BY Luro TO HEALTHCARE PROVIDER (INCLUDING
ALL THIRD-PARTY PRODUCTS AND SERVICES) ARE PROVIDED “AS IS” AND
“AS AVAILABLE”.TO THE EXTENT PERMITTED BY APPLICABLE LAW, Luro
HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY
WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR
ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-
INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT,
ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF
COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE
GENERALITY OF ANY OF THE FOREGOING, Luro EXPRESSLY DISCLAIMS ANY
REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR
INFORMATION (INCLUDING ALL THIRD-PARTY INFORMATION) PROVIDED TO
HEALTHCARE PROVIDER IN CONNECTION WITH HEALTHCARE PROVIDER’S
USE OF THE Luro SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN
OR SHOULD BE RELIED UPON BY HEALTHCARE PROVIDER FOR ANY PURPOSE
WHATSOEVER.Luro Services cannot and shall not, IN any way whatsoever,
REPLACE OR substitute professional medical JUDGEMENT, SKILL OR advice
REGARDING, among other things, diagnosis or treatment. healthcare
provider agrees that medical diagnosis and treatment decisions cannot be
and are not made by Luro nor through the usage of the Luro Services.
‍ARTICLE 9: LIMITATION OF LIABILITIES
‍The Parties acknowledge that the following provisions have been negotiated
by them and reflect a fair allocation of risk and form an essential basis of the
bargain and will survive and continue in full force and effect despite any
failure of consideration or of an exclusive remedy:
9.1 AMOUNT: NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Luro
TO THE HEALTHCARE PROVIDER, IN CONNECTION WITH OR UNDER THIS
AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR
GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID
BY HEALTHCARE PROVIDER FOR THE Luro SERVICES IN THE PRIOR SIX (6)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
CLAIM OR $10,000 (CND), WHICHEVER IS LESS. FOR GREATER CERTAINTY,
THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL
NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL Luro’S
THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY
WAY CONNECTED TO THIS AGREEMENT.
9.2 TYPE: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY
PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT,
DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR
THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL
INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT
OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF
CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE,
AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH
DAMAGES.ARTICLE 10: SUBSCRIPTION PERIOD, TERM AND TERMINATION
10.1 Subscription Period; Automatic Renewal: Unless otherwise
indicated in the applicable Order Form, Subscription Periods shall
automatically renew for one (1) year periods at the then current fee for the
Luro SaaS Services. The Luro SaaS Services may be cancelled at any time
without notice prior to the expiration of the then-current Subscription Period.
10.2 Term of the Agreement: This Agreement will commence on the
Effective Date and will continue until no Order Forms remain in force and
effect, unless terminated earlier in accordance with the terms of this
Agreement.
10.3 Termination for Agreement: Either Party may, in addition to other
relief, suspend or terminate this Agreement if the other Party commits a
material breach of any provision of this Agreement and fails within 30
calendar days after receipt of notice of such breach to correct such material
breach. Notwithstanding the foregoing, this Agreement will terminate
immediately upon (i) the institution by or against either Party of insolvency,
receivership or bankruptcy proceedings for the settlement of the other
Party’s debts, (ii) either Party making an assignment for the benefit of
creditors, or (iii) either Party’s dissolution or ceasing to do business.
10.4 Effect of Termination: Upon termination of this Agreement (either
pursuant to this Section 10.3 or other terms of this Agreement), all rights,
licenses and authorizations granted to Healthcare Provider hereunder will
immediately terminate and Healthcare Provider shall: (i) immediately cease
all use of and other activities with respect to the Luro Services and
Documentation; and (ii) within seven (7) days destroy and permanently
erase from all devices and systems Healthcare Provider directly or indirectly
controls, the Luro Services, and the Documentation, including all documents,
files and tangible materials (and any partial and complete copies) containing,
reflecting, incorporating or based on any of the foregoing, whether or not
modified or merged into other materials; (iii) certify to Luro in a signed
written instrument that it has complied with the requirements under this
Section 10.4; and (iv) promptly pay to Luro all outstanding Fees owing as of
the date of termination.
10.5 Survival: The following Sections, together with any other provision of
this Agreement which expressly or by its nature survives termination or
expiration, or which contemplates performance or observance subsequent to
termination or expiration of this Agreement, will survive expiration or
termination of this Agreement for any reason: Article 4 (Ownership;
Reservation of Rights), Article 5 (Privacy), Article 6 (Fees and Payment),
Article 7 (Confidential Information), Article 8 (Warranty; Disclaimer;
Indemnity), Article 9 (Limitation of Liabilities), Article 10.5 (Survival), and
Article 12 (General Provisions).
ARTICLE 11: USE OF LOGO: Healthcare Provider grants to Luro the express
right to use the Healthcare Provider’s company logo in public facing
marketing, sales, and public relations materials and other communications
solely to identify Healthcare Provider as Luro’s customer. Luro hereby grants to the Healthcare Provider the express right to use Luro’s logo solely to
identify Luro as a provider of services to Healthcare Provider. Other than as
expressly stated herein, neither party shall use the other party’s marks,
codes, drawings or specifications without the prior written permission of the
other party.
‍ARTICLE 12: GENERAL PROVISIONS12.1 Notices
‍Notices sent to either Party will be effective when delivered in person or by
email, one day after being sent by overnight courier, or five days after being
sent by first class mail postage prepaid to the official contact designated by
the Party to whom a notice is being given. Notices must be in writing and
sent:if to Luro, to the following address and contact information located at
the following link: https://Lurohealth.com/contact-us/if to Healthcare
Provider, to the address set forth on the signature page hereto.Either Party
may change its contact information by providing the other Party written
notice of the Party’s new contact information.
12.2 Assignment: Neither Party will assign this Agreement to any third
party without the other Party’s prior written consent. Notwithstanding the
foregoing, either Party may assign its rights or obligations under this
Agreement, in whole or in part, without the other Party’s consent, in
connection with the transfer or sale of all or substantially all of the Party’s
business or assets to a third party, whether by merger, sale of stock, sale or
donation of assets or otherwise. Any assignment in violation of this Section
will be void. This Agreement will inure to the benefit of and be binding upon
the Parties, their permitted successors and permitted assignees.
12.3 Choice of Law: This Agreement and any action related thereto will be
governed by and construed in accordance with the substantive laws of the
Province of Ontario and the federal laws of Canada applicable therein,
without regard to conflicts of law principles. The Parties will initiate any
lawsuits in connection with this Agreement in the city of Toronto. The U.N.
Convention on Contracts for the International Sale of Goods will not apply to
this Agreement. This choice of jurisdiction does not prevent Luro from
seeking injunctive relief with respect to a violation of intellectual property
rights or confidentiality obligations in any appropriate jurisdiction.
12.4 Export Restrictions: Healthcare Provider will comply with all export
laws and regulations that may apply to its access to or use of the Luro SaaS
Services.
; Except as otherwise provided in this Agreement, the Parties’ rights and
remedies under this Agreement are cumulative. The terms “include” and
“including” mean, respectively, “include without limitation” and “including
without limitation.” The headings of sections of this Agreement are for
reference purposes only and have no substantive effect. The terms
“consent” or “discretion”, when used in respect of Luro in this Agreement
means the right of Luro to withhold such consent or exercise such discretion,
as applicable, arbitrarily and without any implied obligation to act reasonably
or explain its decision to Healthcare Provider.12.6 Force Majeure: Neither Party will be liable for delays caused by any
event or circumstances beyond Luro’s reasonable control, including acts of
God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror,
strikes or other labour problems (other than those involving Luro’s
employees), Internet service failures or delays, or the unavailability or
Modification by third parties of telecommunications or hosting infrastructure
or third-party websites.
12.7 Severability: Any provision of this Agreement found by a tribunal or
court of competent jurisdiction to be illegal or unenforceable will be severed
from this Agreement and all other provisions of this Agreement will remain in
full force and effect.
12.8 Waiver: A waiver of any provision of this Agreement must be in writing
and a waiver in one instance will not preclude enforcement of such provision
on other occasions.
12.9 Independent Contractors: Luro’s relationship to Healthcare Provider
is that of an independent contractor, and neither Party is an agent, employee
or partner of the other. Neither Party will have, and will not represent to any
third party that it has, any authority to act on behalf of the other Party.
12.10 Entire Agreement: This Agreement, together with any schedules,
Information Manager Agreements, Order Forms and SOW’s that are
incorporated herein by this reference constitutes the entire agreement
between the Parties with respect to the subject matter of this Agreement and
supersedes all prior or contemporaneous agreements, representations or
other communications, whether written or oral.
12.11 Amendments: No amendment, supplement, modification, waiver, or
termination of this Agreement and, unless otherwise expressly specified in
this Agreement, no consent or approval by any Party, will be binding unless
executed in writing by the Party or Parties to be bound thereby.
12.12 English Language: It is the express wish of the Parties that this
Agreement and all related documents be drawn up in English. C’est la
volonté expresse des Parties que la présente convention ainsi que les
documents qui s’y rattachent soient rédigés en anglais.low, including Health
Care Professionals as defined in the Services Agreement.]
‍END USER LICENSE AGREEMENT: This End User License Agreement
(“License”) governs the use of Luro Health Inc.’s (“Luro”, “we”, “us”, or
“our”) clinical intelligence platform (the “Software”). The terms “You” and
“Your” refer to users of the Software.PLEASE READ THIS AGREEMENT
CAREFULLY. This agreement governs your use of the Software.BY USING THE
SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND
AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE, AS AMENDED FROM
TIME TO TIME. THIS LICENSE IS A LEGAL CONTRACT BETWEEN Luro AND YOU.
YOU CONFIRM THAT YOU POSSESS THE LEGAL RIGHT AND CAPACITY TO
UNDERSTAND AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THIS
LICENSE IN WHOLE OR IN PART, YOU ARE NOT PERMITTED TO USE THE SOFTWARE. Luro reserves the right, at its sole discretion, to change, add or
remove portions of this License at any time without incurring any liability or
obligation. You may not change the License of this agreement in any
manner.  Using the Software after Luro makes changes to the License means
you agree to and accept the revised License.
Primary Purpose of Luro: The primary purpose of Luro’s Software is to
assist in the identification and assessment of patients potentially at risk of
rare and complex conditions.
Grant of LicenseL Subject to the terms and conditions of this License and
any applicable third-party license conditions, Luro hereby grants you a
limited, non-exclusive, non-transferrable, non-assignable, revocable,
terminable, personal license to use the Software in strict accordance with the
terms of this License, and Luro reserves all other rights. For greater
certainty, this License does not grant you any rights with respect to any third
party applications and/or products.
Use of the Software and Your Obligations: Luro grants limited
authorization to access and use the Software, subject to the License. You
agree that you will not distribute or make the Software available over a
network where it could be used by multiple devices at the same time.  You
may not transfer, redistribute or sublicense the Software and, if you sell your
electronic device to a third party, you must remove the Software from the
device before doing so. You may not copy, reverse-engineer, disassemble,
attempt to derive the source code of, modify, or create derivative works of
the Software or any part thereof (except and only to the extent that any
foregoing restriction is prohibited by applicable law or to the extent it may
be permitted by the licensing terms governing use of an open-sourced
component included with the Software). You may not use any Software
services in a manner that could damage, disable, overburden or impair any
Luro service, or the network connected to any Luro service, or interfere with
any other party’s use and enjoyment of any services.
Automatic Updates: Luro may from time to time develop updates,
upgrades, bug fixes and other modifications (“Updates”) to improve the
performance and usability of the Software. These Updates may be
automatically installed without providing any additional notice. By using the
Software, You consent to such Updates.
Term and Termination: This License commences on the date that you
access or use the Software and will continue until terminated by You or Luro.
Your rights under this License will terminate automatically if You fail to
comply with any of its terms. Upon termination, You will cease all use of the
Software.You acknowledge and agree that the Software is being licensed, not
sold, to You by Luro or its licensors and You will not acquire any ownership interest in the Application. Luro retains all right, title and interest in and to
the Software and all intellectual property rights arising out of or relating to
the Software. There are no implied licenses granted in this License. Without
prejudice to any other rights, Luro may terminate this License at any time by
giving you notice of such cancellation, in which case you must destroy all
copies of the Software in your possession and all of its documentation and
cease and desist from any further use of the Software.In addition, Luro may
at any time suspend your access to the Software, if you are in breach of this
Agreement or using the Software in a manner that impairs the operation of
the Software or that violates the Luro Privacy Policy. You agree that we are
not liable to you or any third party for any termination of your access to our
Software.
Privacy: Any Personal Information you provide is disclosed or used in
accordance with applicable privacy laws, and consistent with our role with
respect to health information custodians and/or health care organizations.
You acknowledge that you have read Luro’s Privacy Policy and hereby
consent to the collection, use and disclosure by Luro of your Personal
Information for purposes identified in Luro’s Privacy Policy. You acknowledge
that Luro may aggregate and/or de-identify Personal Information for quality
improvement purposes, other business purposes including those stated in
Luro’s Privacy Policy.If you would like to contact us about Privacy, please
email us at info@Lurohealth.com
Not a System of Record: You agree and acknowledge that the Software
does not constitute a system of record in any way.
Limitation of Liability: To the maximum extent permitted by applicable
law, in no event shall Luro, its directors, officers, employees, agents,
licensors, and their respective successors and assigns be liable, whether
based on warranty, contract, tort, negligence, strict liability or any other
legal theory, for any damages of any kind (including without limitation, any
direct, special, indirect, punitive, incidental or consequential damages, loss
of use, loss of data, any other loss incurred in connection with your use,
misuse or reliance upon the Service, your inability to use the Service,
personal injury, fines, fees, penalties or other liabilities),  whether or not Luro
was advised of the possibility of such damages, resulting from or related to
this agreement.You assume all risk with respect to the results and
performance of the Software.To the extent that the foregoing limitation is
not permitted by applicable law, in no event will Luro’s total aggregate
liability in connection with or under this agreement, or your use of, or
inability to make use of, the Software exceed the amount of $100.00
(Canadian dollars). For greater certainty, the existence of one or more claims
under this agreement will not increase this maximum liability amount.Links to other Sites: The Service may contain links to third party services
or references to products or services other than those of Luro. These links
are for your convenience only and do not imply the endorsement or approval
of such Products and Services by Luro. You interact with the third-party links
at your own risk.
Warranties and Disclaimer: YOU ACKNOWLEDGE THAT THE SOFTWARE IS
PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. EXCEPT FOR
WARRANTIES WHICH MAY NOT BE DISCLAIMED AS A MATTER OF LAW, THE
COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND
CONDITIONS, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM STATUTE,
OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE,
INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR
CONDITIONS REGARDING THE ACCURACY OR NATURE OF THE CONTENT AND
DATA WITHIN OR ACCESSIBLE THROUGH OR PROVIDED BY THE SOFTWARE,
TITLE, MERCHANTABILITY, MERCHANTIBLE QUALITY, QUALITY OR FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF OTHER’S
INTELLECTUAL PROPERTY RIGHTS, RELIABILITY, QUIET ENJOYMENT, AND
DURABILITY. THE COMPANY DOES NOT WARRANT OR MAKE ANY
REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE
WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE
SOFTWARE WILL BE CORRECTED.Luro Services cannot and shall not, IN any
way whatsoever, REPLACE OR substitute professional medical JUDGEMENT,
SKILL OR advice REGARDING, among other things, diagnosis or treatment.
You acknowledge and agree that medical diagnosis and treatment decisions
cannot be and are not made by Luro nor through the usage of the Luro
Services.
General Legal License: The Software is operated by Luro from its offices within the State of
New York, United States of America. You agree that all matters relating to this License, or your
access or use of the Software and its content, shall be governed by the laws of the State of New
York and the laws of the United States applicable therein, without regard to conflict-of-laws
principles. You agree and hereby submit to the exclusive jurisdiction of the state and federal
courts located in New York County, New York with respect to all matters relating to your access
and use of the Software and the content, as well as any dispute that may arise therefrom.
Luro’s failure to exercise or enforce any right or provision of this License shall not constitute a
waiver of such right or provision. The invalidity or unenforceability of any provision of this
License or any covenant contained herein shall not affect the validity or enforceability of any
other provision or covenant contained herein, and any such invalid provision or covenant shall be
deemed severable from the rest of the License.
If you are accepting on behalf of your Medical Professional Corporation (“MPC”), you represent
and warrant that (i) you have full legal authority to bind your MPC to this License; (ii) you have read and understand this License; and (iii) you agree to this License on behalf of the party that
you represent. If you do not have the legal authority to bind your employer or the applicable
entity, please do not use the Service.
CONTACT US:
If you have any questions about these License of use, please contact us: By
8.1 Healthcare Provider Warranty: Healthcare Provider represents and
warrants to, and covenants with Lurothat the Healthcare Provider Data will
only contain Personal Information in respect of which Healthcare Provider
has provided all notices and disclosures (including to each Authorized User
and User), obtained all applicable third party consents and permissions and
otherwise has all authority, in each case as required by applicable laws, to
enable Luro to provide theLuro SaaS Services, including with respect to the
collection, storage, access, use, disclosure and transmission of Personal
Information, including by or to Luro and to or from all applicable third parties.
8.2 GENERAL DISCLAIMER: Luro DOES NOT WARRANT THAT THE Luro
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS
CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO
THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE Luro SERVICES.
THE Luro SERVICES (AND ANY PART THEREOF), AND ANY OTHER PRODUCTS
AND SERVICES PROVIDED BY Luro TO HEALTHCARE PROVIDER (INCLUDING
ALL THIRD-PARTY PRODUCTS AND SERVICES) ARE PROVIDED “AS IS” AND
“AS AVAILABLE”.TO THE EXTENT PERMITTED BY APPLICABLE LAW, Luro
HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY
WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR
ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-
INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT,
ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF
COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE
GENERALITY OF ANY OF THE FOREGOING, Luro EXPRESSLY DISCLAIMS ANY
REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR
INFORMATION (INCLUDING ALL THIRD-PARTY INFORMATION) PROVIDED TO
HEALTHCARE PROVIDER IN CONNECTION WITH HEALTHCARE PROVIDER’S
USE OF THE Luro SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN
OR SHOULD BE RELIED UPON BY HEALTHCARE PROVIDER FOR ANY PURPOSE
WHATSOEVER.Luro Services cannot and shall not, IN any way whatsoever,
REPLACE OR substitute professional medical JUDGEMENT, SKILL OR advice
REGARDING, among other things, diagnosis or treatment. healthcare
provider agrees that medical diagnosis and treatment decisions cannot be
and are not made by Luro nor through the usage of the Luro Services.
‍ARTICLE 9: LIMITATION OF LIABILITIES
‍The Parties acknowledge that the following provisions have been negotiated
by them and reflect a fair allocation of risk and form an essential basis of the
bargain and will survive and continue in full force and effect despite any
failure of consideration or of an exclusive remedy:
9.1 AMOUNT: NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Luro
TO THE HEALTHCARE PROVIDER, IN CONNECTION WITH OR UNDER THIS
AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR
GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID
BY HEALTHCARE PROVIDER FOR THE Luro SERVICES IN THE PRIOR SIX (6)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
CLAIM OR $10,000 (CND), WHICHEVER IS LESS. FOR GREATER CERTAINTY,
THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL
NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL Luro’S
THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY
WAY CONNECTED TO THIS AGREEMENT.
9.2 TYPE: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY
PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT,
DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR
THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL
INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT
OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF
CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE,
AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH
DAMAGES.ARTICLE 10: SUBSCRIPTION PERIOD, TERM AND TERMINATION
10.1 Subscription Period; Automatic Renewal: Unless otherwise
indicated in the applicable Order Form, Subscription Periods shall
automatically renew for one (1) year periods at the then current fee for the
Luro SaaS Services. The Luro SaaS Services may be cancelled at any time
without notice prior to the expiration of the then-current Subscription Period.
10.2 Term of the Agreement: This Agreement will commence on the
Effective Date and will continue until no Order Forms remain in force and
effect, unless terminated earlier in accordance with the terms of this
Agreement.
10.3 Termination for Agreement: Either Party may, in addition to other
relief, suspend or terminate this Agreement if the other Party commits a
material breach of any provision of this Agreement and fails within 30
calendar days after receipt of notice of such breach to correct such material
breach. Notwithstanding the foregoing, this Agreement will terminate
immediately upon (i) the institution by or against either Party of insolvency,
receivership or bankruptcy proceedings for the settlement of the other
Party’s debts, (ii) either Party making an assignment for the benefit of
creditors, or (iii) either Party’s dissolution or ceasing to do business.
10.4 Effect of Termination: Upon termination of this Agreement (either
pursuant to this Section 10.3 or other terms of this Agreement), all rights,
licenses and authorizations granted to Healthcare Provider hereunder will
immediately terminate and Healthcare Provider shall: (i) immediately cease
all use of and other activities with respect to the Luro Services and
Documentation; and (ii) within seven (7) days destroy and permanently
erase from all devices and systems Healthcare Provider directly or indirectly
controls, the Luro Services, and the Documentation, including all documents,
files and tangible materials (and any partial and complete copies) containing,
reflecting, incorporating or based on any of the foregoing, whether or not
modified or merged into other materials; (iii) certify to Luro in a signed
written instrument that it has complied with the requirements under this
Section 10.4; and (iv) promptly pay to Luro all outstanding Fees owing as of
the date of termination.
10.5 Survival: The following Sections, together with any other provision of
this Agreement which expressly or by its nature survives termination or
expiration, or which contemplates performance or observance subsequent to
termination or expiration of this Agreement, will survive expiration or
termination of this Agreement for any reason: Article 4 (Ownership;
Reservation of Rights), Article 5 (Privacy), Article 6 (Fees and Payment),
Article 7 (Confidential Information), Article 8 (Warranty; Disclaimer;
Indemnity), Article 9 (Limitation of Liabilities), Article 10.5 (Survival), and
Article 12 (General Provisions).
ARTICLE 11: USE OF LOGO: Healthcare Provider grants to Luro the express
right to use the Healthcare Provider’s company logo in public facing
marketing, sales, and public relations materials and other communications
solely to identify Healthcare Provider as Luro’s customer. Luro hereby grants to the Healthcare Provider the express right to use Luro’s logo solely to
identify Luro as a provider of services to Healthcare Provider. Other than as
expressly stated herein, neither party shall use the other party’s marks,
codes, drawings or specifications without the prior written permission of the
other party.
‍ARTICLE 12: GENERAL PROVISIONS12.1 Notices
‍Notices sent to either Party will be effective when delivered in person or by
email, one day after being sent by overnight courier, or five days after being
sent by first class mail postage prepaid to the official contact designated by
the Party to whom a notice is being given. Notices must be in writing and
sent:if to Luro, to the following address and contact information located at
the following link: https://Lurohealth.com/contact-us/if to Healthcare
Provider, to the address set forth on the signature page hereto.Either Party
may change its contact information by providing the other Party written
notice of the Party’s new contact information.
12.2 Assignment: Neither Party will assign this Agreement to any third
party without the other Party’s prior written consent. Notwithstanding the
foregoing, either Party may assign its rights or obligations under this
Agreement, in whole or in part, without the other Party’s consent, in
connection with the transfer or sale of all or substantially all of the Party’s
business or assets to a third party, whether by merger, sale of stock, sale or
donation of assets or otherwise. Any assignment in violation of this Section
will be void. This Agreement will inure to the benefit of and be binding upon
the Parties, their permitted successors and permitted assignees.
12.3 Choice of Law: This Agreement and any action related thereto will be
governed by and construed in accordance with the substantive laws of the
Province of Ontario and the federal laws of Canada applicable therein,
without regard to conflicts of law principles. The Parties will initiate any
lawsuits in connection with this Agreement in the city of Toronto. The U.N.
Convention on Contracts for the International Sale of Goods will not apply to
this Agreement. This choice of jurisdiction does not prevent Luro from
seeking injunctive relief with respect to a violation of intellectual property
rights or confidentiality obligations in any appropriate jurisdiction.
12.4 Export Restrictions: Healthcare Provider will comply with all export
laws and regulations that may apply to its access to or use of the Luro SaaS
Services.
; Except as otherwise provided in this Agreement, the Parties’ rights and
remedies under this Agreement are cumulative. The terms “include” and
“including” mean, respectively, “include without limitation” and “including
without limitation.” The headings of sections of this Agreement are for
reference purposes only and have no substantive effect. The terms
“consent” or “discretion”, when used in respect of Luro in this Agreement
means the right of Luro to withhold such consent or exercise such discretion,
as applicable, arbitrarily and without any implied obligation to act reasonably
or explain its decision to Healthcare Provider.12.6 Force Majeure: Neither Party will be liable for delays caused by any
event or circumstances beyond Luro’s reasonable control, including acts of
God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror,
strikes or other labour problems (other than those involving Luro’s
employees), Internet service failures or delays, or the unavailability or
Modification by third parties of telecommunications or hosting infrastructure
or third-party websites.
12.7 Severability: Any provision of this Agreement found by a tribunal or
court of competent jurisdiction to be illegal or unenforceable will be severed
from this Agreement and all other provisions of this Agreement will remain in
full force and effect.
12.8 Waiver: A waiver of any provision of this Agreement must be in writing
and a waiver in one instance will not preclude enforcement of such provision
on other occasions.
12.9 Independent Contractors: Luro’s relationship to Healthcare Provider
is that of an independent contractor, and neither Party is an agent, employee
or partner of the other. Neither Party will have, and will not represent to any
third party that it has, any authority to act on behalf of the other Party.
12.10 Entire Agreement: This Agreement, together with any schedules,
Information Manager Agreements, Order Forms and SOW’s that are
incorporated herein by this reference constitutes the entire agreement
between the Parties with respect to the subject matter of this Agreement and
supersedes all prior or contemporaneous agreements, representations or
other communications, whether written or oral.
12.11 Amendments: No amendment, supplement, modification, waiver, or
termination of this Agreement and, unless otherwise expressly specified in
this Agreement, no consent or approval by any Party, will be binding unless
executed in writing by the Party or Parties to be bound thereby.
12.12 English Language: It is the express wish of the Parties that this
Agreement and all related documents be drawn up in English. C’est la
volonté expresse des Parties que la présente convention ainsi que les
documents qui s’y rattachent soient rédigés en anglais.low, including Health
Care Professionals as defined in the Services Agreement.]
‍END USER LICENSE AGREEMENT: This End User License Agreement
(“License”) governs the use of Luro Health Inc.’s (“Luro”, “we”, “us”, or
“our”) clinical intelligence platform (the “Software”). The terms “You” and
“Your” refer to users of the Software.PLEASE READ THIS AGREEMENT
CAREFULLY. This agreement governs your use of the Software.BY USING THE
SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND
AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE, AS AMENDED FROM
TIME TO TIME. THIS LICENSE IS A LEGAL CONTRACT BETWEEN Luro AND YOU.
YOU CONFIRM THAT YOU POSSESS THE LEGAL RIGHT AND CAPACITY TO
UNDERSTAND AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THIS
LICENSE IN WHOLE OR IN PART, YOU ARE NOT PERMITTED TO USE THE SOFTWARE. Luro reserves the right, at its sole discretion, to change, add or
remove portions of this License at any time without incurring any liability or
obligation. You may not change the License of this agreement in any
manner.  Using the Software after Luro makes changes to the License means
you agree to and accept the revised License.
Primary Purpose of Luro: The primary purpose of Luro’s Software is to
assist in the identification and assessment of patients potentially at risk of
rare and complex conditions.
Grant of LicenseL Subject to the terms and conditions of this License and
any applicable third-party license conditions, Luro hereby grants you a
limited, non-exclusive, non-transferrable, non-assignable, revocable,
terminable, personal license to use the Software in strict accordance with the
terms of this License, and Luro reserves all other rights. For greater
certainty, this License does not grant you any rights with respect to any third
party applications and/or products.
Use of the Software and Your Obligations: Luro grants limited
authorization to access and use the Software, subject to the License. You
agree that you will not distribute or make the Software available over a
network where it could be used by multiple devices at the same time.  You
may not transfer, redistribute or sublicense the Software and, if you sell your
electronic device to a third party, you must remove the Software from the
device before doing so. You may not copy, reverse-engineer, disassemble,
attempt to derive the source code of, modify, or create derivative works of
the Software or any part thereof (except and only to the extent that any
foregoing restriction is prohibited by applicable law or to the extent it may
be permitted by the licensing terms governing use of an open-sourced
component included with the Software). You may not use any Software
services in a manner that could damage, disable, overburden or impair any
Luro service, or the network connected to any Luro service, or interfere with
any other party’s use and enjoyment of any services.
Automatic Updates: Luro may from time to time develop updates,
upgrades, bug fixes and other modifications (“Updates”) to improve the
performance and usability of the Software. These Updates may be
automatically installed without providing any additional notice. By using the
Software, You consent to such Updates.
Term and Termination: This License commences on the date that you
access or use the Software and will continue until terminated by You or Luro.
Your rights under this License will terminate automatically if You fail to
comply with any of its terms. Upon termination, You will cease all use of the
Software.You acknowledge and agree that the Software is being licensed, not
sold, to You by Luro or its licensors and You will not acquire any ownership interest in the Application. Luro retains all right, title and interest in and to
the Software and all intellectual property rights arising out of or relating to
the Software. There are no implied licenses granted in this License. Without
prejudice to any other rights, Luro may terminate this License at any time by
giving you notice of such cancellation, in which case you must destroy all
copies of the Software in your possession and all of its documentation and
cease and desist from any further use of the Software.In addition, Luro may
at any time suspend your access to the Software, if you are in breach of this
Agreement or using the Software in a manner that impairs the operation of
the Software or that violates the Luro Privacy Policy. You agree that we are
not liable to you or any third party for any termination of your access to our
Software.
Privacy: Any Personal Information you provide is disclosed or used in
accordance with applicable privacy laws, and consistent with our role with
respect to health information custodians and/or health care organizations.
You acknowledge that you have read Luro’s Privacy Policy and hereby
consent to the collection, use and disclosure by Luro of your Personal
Information for purposes identified in Luro’s Privacy Policy. You acknowledge
that Luro may aggregate and/or de-identify Personal Information for quality
improvement purposes, other business purposes including those stated in
Luro’s Privacy Policy.If you would like to contact us about Privacy, please
email us at info@Lurohealth.com
Not a System of Record: You agree and acknowledge that the Software
does not constitute a system of record in any way.
Limitation of Liability: To the maximum extent permitted by applicable
law, in no event shall Luro, its directors, officers, employees, agents,
licensors, and their respective successors and assigns be liable, whether
based on warranty, contract, tort, negligence, strict liability or any other
legal theory, for any damages of any kind (including without limitation, any
direct, special, indirect, punitive, incidental or consequential damages, loss
of use, loss of data, any other loss incurred in connection with your use,
misuse or reliance upon the Service, your inability to use the Service,
personal injury, fines, fees, penalties or other liabilities),  whether or not Luro
was advised of the possibility of such damages, resulting from or related to
this agreement.You assume all risk with respect to the results and
performance of the Software.To the extent that the foregoing limitation is
not permitted by applicable law, in no event will Luro’s total aggregate
liability in connection with or under this agreement, or your use of, or
inability to make use of, the Software exceed the amount of $100.00
(Canadian dollars). For greater certainty, the existence of one or more claims
under this agreement will not increase this maximum liability amount.Links to other Sites: The Service may contain links to third party services
or references to products or services other than those of Luro. These links
are for your convenience only and do not imply the endorsement or approval
of such Products and Services by Luro. You interact with the third-party links
at your own risk.
Warranties and Disclaimer: YOU ACKNOWLEDGE THAT THE SOFTWARE IS
PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. EXCEPT FOR
WARRANTIES WHICH MAY NOT BE DISCLAIMED AS A MATTER OF LAW, THE
COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND
CONDITIONS, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM STATUTE,
OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE,
INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR
CONDITIONS REGARDING THE ACCURACY OR NATURE OF THE CONTENT AND
DATA WITHIN OR ACCESSIBLE THROUGH OR PROVIDED BY THE SOFTWARE,
TITLE, MERCHANTABILITY, MERCHANTIBLE QUALITY, QUALITY OR FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF OTHER’S
INTELLECTUAL PROPERTY RIGHTS, RELIABILITY, QUIET ENJOYMENT, AND
DURABILITY. THE COMPANY DOES NOT WARRANT OR MAKE ANY
REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE
WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE
SOFTWARE WILL BE CORRECTED.Luro Services cannot and shall not, IN any
way whatsoever, REPLACE OR substitute professional medical JUDGEMENT,
SKILL OR advice REGARDING, among other things, diagnosis or treatment.
You acknowledge and agree that medical diagnosis and treatment decisions
cannot be and are not made by Luro nor through the usage of the Luro
Services.
General Legal License: The Software is operated by Luro from its offices within the State of
New York, United States of America. You agree that all matters relating to this License, or your
access or use of the Software and its content, shall be governed by the laws of the State of New
York and the laws of the United States applicable therein, without regard to conflict-of-laws
principles. You agree and hereby submit to the exclusive jurisdiction of the state and federal
courts located in New York County, New York with respect to all matters relating to your access
and use of the Software and the content, as well as any dispute that may arise therefrom.
Luro’s failure to exercise or enforce any right or provision of this License shall not constitute a
waiver of such right or provision. The invalidity or unenforceability of any provision of this
License or any covenant contained herein shall not affect the validity or enforceability of any
other provision or covenant contained herein, and any such invalid provision or covenant shall be
deemed severable from the rest of the License.
If you are accepting on behalf of your Medical Professional Corporation (“MPC”), you represent
and warrant that (i) you have full legal authority to bind your MPC to this License; (ii) you have read and understand this License; and (iii) you agree to this License on behalf of the party that
you represent. If you do not have the legal authority to bind your employer or the applicable
entity, please do not use the Service.
CONTACT US:
If you have any questions about these License of use, please contact us: By