PLEASE READ THE FOLLOWING TERMS AND CONDITIONS ("Terms") CAREFULLY BEFORE CONTINUING.
These Terms govern the terms of use of the “Habit” application (as defined below) and any relationship between the Worcester Polytechnic Institute and University of Connecticut ("Universities"), institutions of higher education and you the User (the "User").
The Universities are granting the User the right to use the Habit software reference application ("Software") only upon the condition that User accepts all of the terms and conditions contained in these Terms. By clicking on the "Accept" button, or otherwise accessing or using the Software, User accepts and agrees to be bound by all of the terms and conditions contained herein. If the User does not accept the Terms, User is not permitted to use the Software.
1. Informational Purpose Only. This Software is provided solely and strictly for reference and informational purposes only. No use or information provided or returned by this Software shall constitute, be construed as, or understood to be medical advice, care, treatment, or instruction. Users shall only use the Software for reference and informational purposes Users should ALWAYS check with a doctor if they have any concerns about their condition or treatment and before taking, or not taking, any action on the basis of the content on this Software. The Software is NOT a substitute or an alternative for any decision or any part of standard of care.
2. Ownership. As between User and the Universities, all right, title, and interest in and to the Software remains with the Universities including without limitation any rights afforded under any available United States and/or international laws protecting intellectual property rights in the Software, including without limitation United States patent and copyright law. Nothing in these Terms limits any rights of the Universities to the Software, including use, modification, adaptation, or enhancement of the Software, or the right to make derivative works based on the Software. No assignment or transfer of rights to the Software is implied or granted by Universities to User by User’s use of the Software.
3. Termination and Modification. User recognizes that the Universities may in its sole discretion and without any notice (prior or otherwise), discontinue, temporarily or permanently, providing and or supporting the Software (or any portion, feature, or functionality thereof) or User access.
User agrees that all such terminations shall be made at our sole discretion, and in no way shall the Universities or our associated entities be liable to User or any third party for any such termination.
4. No Warranties. THE UNIVERSITIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE, AND THE INTELLECTUAL PROPERTY RIGHTS AND THE RIGHTS GRANTED RELATED THERETO, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND/OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND HEREBY DISCLAIMS THE SAME. SPECIFICALLY, AND NOT TO LIMIT THE FOREGOING, UNIVERSITIES MAKES NO WARRANTY OR REPRESENTATION THAT THE EXPLOITATION OF THE SOFTWARE AND THE INTELLECTUAL PROPERTY RIGHTS RELATED THERETO OR ANY PRODUCT WILL NOT INFRINGE ANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THE UNIVERSITIES OR OF ANY THIRD PARTY.
5. Limitation of Liability. IN NO EVENT SHALL THE UNIVERSITIES OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES AND AGENTS BE LIABLE TO USER OR ANY OF ITS AFFILIATES, SUBLICENSEES OR DISTRIBUTORS FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING IN ANY WAY OUT OF THESE TERMS OR THE USE OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION ECONOMIC DAMAGES OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER UNIVERSITIES SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.
6. Indemnification. User agrees to defend, indemnify, and hold us and our officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Users use of the Software and/or any and all violations of these Terms.
7. Miscellaneous. User may not assign these Terms. If any provision of these Terms is held invalid or unenforceable for any reason, that provision shall be modified only to the extent necessary to make it enforceable and the Parties intend that the invalidity or unenforceability shall not affect any other provision of these Terms. The waiver of any rights or failure to act in a specific instance relates only to that instance and is not an agreement to waive any rights or fail to act in any other instance. These Terms are governed by, construed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts irrespective of any choice of law principles that would propose or require the application of the law of another jurisdiction. The Parties agree to submit to the exclusive jurisdiction of the State Superior Courts of Suffolk County located in the Commonwealth of Massachusetts and waive any defense of forum non conveniens or inconvenient forum to the maintenance of any action or proceeding in such courts. These Terms constitutes the entire agreement between the Parties with respect to the subject matter hereof, and no amendments to the Terms shall be effective unless made in writing and signed by authorized representatives of both parties. All headings are for convenience only and shall not affect the meaning of any provision of these Terms. The Universities reserve the right to modify the terms and conditions of these Terms at any time and for any or no reason without notice to User.