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JUSTPHYSIOLOGY,LLC
TERMS OF USE

PLEASE READ CAREFULLY

This JustPhysiology, LLC, Terms of Use Agreement (this "Agreement") is a legal agreement between you and JustPhysiology, LLC and its parent company HC Simulation, LLC ("JustPhysiology", "we", "us" or "our") providing, among other things, the terms and conditions for your use of JustPhysiology's medical technology software (the "Software"), including but not limited to delivery via our Web site http://www.justphysiology.com (the "Site"), to a personal computer, a mobile device, or otherwise.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING OR SUBSCRIBING TO THE JUST PHYSIOLOGY SOFTWARE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE JUST PHYSIOLOGY SOFTWARE.

***THE SOFTWARE PROVIDES MEDICAL TECHNOLOGY AS A TEACHING TOOL THIS SITE AND SOFTWARE DOES NOT PROVIDE MEDICAL ADVICE AND UNDER NO CIRCUMSTANCES SHOULD BE USED IN THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION.***

1. We May Modify These Terms From Time To Time.

We reserve the right to modify, amend, or change this Agreement from time to time. If we do, we will post a copy of the amended Agreement at http://www.justphysiology.com/pages/eula. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Software or, if applicable, cancel your subscription. You will be deemed to have accepted the Agreement as amended if you continue to use the Software after any amendments are posted on the Site.

2. Who May Use The Software?

In order to use the Software, you must be a resident of the United States or one of its territories, or you must represent and warrant to JustPhysiology that:

(A) neither you, or any person affiliated with you:
(i) will re-export or release the software or the source code for the software (if made available) to a national of a country in Country Groups D:1 or E:2 (see 15 CFR Part 740, Supplement 1 of the Export Administration Regulations [EAR] established by The Bureau of Export Administration U.S. Department of Commerce); or
(ii) export to Country Groups D:1 or E:2 the direct product of the software, if such foreign produced direct product is subject to national security controls as identified on the Commerce Control List. (15 CFR §§736.2(b)(3)); and

(B) neither you (nor any personal affiliated with you or your organization), is now, or will become in the future, a "Denied Person" within the meaning of 15 CFR Part 764, Supplement 2 of the EAR. If you become a Denied Person within the meaning of the EAR, you shall: (i) immediately inform JustPhysiology of such status; and (ii) cooperate with Just Physiology in obtaining a license for export of the Software. If JustPhysiology is unable to obtain a license or to otherwise be authorized to have exported the Software to Licensee, this License Agreement shall immediately terminate, and JustPhysiology shall not be obligated to return any paid license fees; and

(C) that you will be solely responsible for any import and export duties, tariffs and foreign taxes (including withholding amounts) that may be arise or become payable as result of you paying for a license to use the Software.

You will agree to defend, indemnify and hold harmless JustPhysiology from all costs and expenses (including reasonable attorneys) associated with your failure to comply with the foregoing representations, warranties and covenants.

You must also use the Site and the Software strictly and solely for educational (non-commercial) uses, including teaching and educational research. All non-educational uses are expressly prohibited. By acknowledging these terms, you represent that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access or use the Site or the Software.

You are also responsible for providing the Internet service, cable modem, mobile cellular service and any other hardware and software necessary to subscribe to and use the Software.

UNDER NO CIRCUMSTANCES SHOULD THIS SOFTWARE BE USED BY ANYONE IN THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. THE SERVICE PROVIDED BY THE SOFTWARE IN NO WAY CONSTITUTES MEDICAL ADVICE.

3. What Information Do I Need To Submit To Use The Software?

To subscribe to and use the Software, you must register and provide a valid email address, a password, and a username (the "Registration Data"). You acknowledge that your submission of any information to JustPhysiology is at your own risk. JustPhysiology does not assume any liability to you with regard to the misuse or loss of such information in any way. If a password becomes lost, you may request that it be sent to the valid email address provided.

4. Information We Receive or Collect

a. Registration Data: When you register, we ask you to provide certain information, which includes your email address, a username, as well as a password for your account.

b. Payment Information: All payment information is through PayPal. We collect no credit card or billing information.

c. Technical Information: As is true of many websites and mobile and tablet applications, JustPhysiology may collect certain non-personally identifiable technical information through the use of log files and servers. Web and application servers create log files automatically as part of their setup and configuration. Information in a log file may include IP address, browser type, Internet service provider, date/time stamps, MAC address, file requested, and other usage information and statistics.

d. Device Information: If you access the Site and/or Software from a computer, mobile phone, tablet, automobile, or other consumer electronic device, we may collect information about those devices. For example, our servers receive and record information about your computer and browser, including your Internet Protocol (IP) address, browser type, and other software or hardware information. If you access the Service from a mobile phone, tablet, or other consumer electronic device, we may collect information such as device type, operating system version and type, unique identifiers (such as Android ID, VIN, MAC address, and IDFA), and carrier or other transactional information for that device.

e. Location Information: We currently do not ask you for, nor do we access or track, any real-time location-based information from your mobile phone, tablet, automobile, or other consumer electronics device. If at some point we enable GPS or near-real location tracking technology, you will be asked to consent to allow such collection and use.

f. Our use of Cookies: JustPhysiology uses a technology that is commonly known as "cookies." A cookie is a file our server writes to your hard drive that contains a small alphanumeric identifier. We use the identifier in a cookie to help us manage and report on your interaction with the Software. Through cookies, we are able to collect non-personally identifiable information that we use to improve the Site, keep count of return visits to our website, collect and report on aggregate statistical information, or authenticate your login credentials. We may also collect other data such as the page or site that referred you to the Site, the date and time you visited the Site, and your current IP address. The cookies we place on your hard drive are known as "first party cookies."

We use both session cookies and persistent cookies. A session cookie expires when you close your browser. A persistent cookie remains on your hard drive for an extended period of time. You can remove persistent cookies by following directions provided in your browser's "help" documentation. If you do not accept first party cookies you may still use our Site, but your ability to use some areas of our website, and the ability to stay logged in will be limited.

5. How We Use The Information We Receive or Collect

a. Sharing of Personally Identifiable Information: We do not share personally identifiable information with third parties other than as described in this policy. However, we may share your information, including personally identifiable information, in order to protect against fraud or risk management purposes; or to comply with the law or legal process. Additionally, we may share your data, including any personally identifiable information, with our successor in interest in the event of a corporate reorganization, merger, or sale of all or substantially all of our assets.

b. Email: With regards to email, we do not sell or give your email address to other companies for their own marketing purposes. However, we may use your email address or other Registration Data to provide you with technical support, send you notices about the Site or Software or other service-related emails. We may also use your email address to send you lost Registration Data.

We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

6. You Are Responsible For Maintaining Your Account.

You have responsibility for maintaining the confidentiality and security of your account. YOU AGREE THAT YOU WILL NOT ALLOW OTHERS TO USE OR ACCESS YOUR ACCOUNT. You agree to notify us immediately of any unauthorized use of your password and/or account. JustPhysiology will not be responsible for any losses arising out of the unauthorized use of your Registration Data or account.

IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY OF JUST PHYSIOLOGY, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

8. Your License To Use The Software.

Subject to the terms and conditions of this Agreement, and your payment of any required fees, JustPhysiology grants to you a limited, revocable, non-exclusive, non-transferable license to access and use the Software for the term of your subscription in legally authorized jurisdictions for educational, non-commercial purposes only, except as expressly permitted in this Agreement. JustPhysiology reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.

THE SOFTWARE IS LICENSED, NOT SOLD OR GIVEN TO YOU, BY JUST PHYSIOLOGY.

ANY USE OF THE SOFTWARE NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

You agree that you will not:

  1. copy, store, edit, change, prepare any derivative work of, or alter the Software in any way
  2. translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software;
  3. attempt to create the source code from the object code of the Software
  4. publish, display, disclose, distribute, rent, loan, lease or sublicense the Software or your subscription to it;
  5. transmit the Software over a network where it could be used by multiple computers or other devices;
  6. circumvent any technology used by JustPhysiology or its licensors to protect content accessible via the Site;
  7. provide your password to any other person; or
  8. use the Software in any way that violates the terms of this Agreement.

The purchase of a subscription to use the Software provides you with 4-month access to the Software. At the expiration of your subscription, your license will expire, and you must purchase another subscription in order to continue using the Software.

You have no ownership rights in the Software. Rather, you have a limited license to use the Software as long as this Agreement is in effect.

9. JustPhysiology May Change, Update Or Terminate Your Use Of The Software.

From time to time, JustPhysiology may make changes or updates to the Software, either at no cost or subject to additional fees, in JustPhysiology's sole discretion. Such changes or updates may include additional functionality or conversely, new limitations on your use of the Software. In certain circumstances, such as in the case of a security problem, JustPhysiology may require you to install an update in order to continue using the Software. Notwithstanding anything else contained in this Agreement, JustPhysiology will have no obligation to continue making the Software available or producing or releasing new versions of the Software or any updates thereto. JustPhysiology may also terminate your use of and access to the Software at any time, with or without notice to you.

10. JustPhysiology Retains All Intellectual Property Rights In The Software.

As between you and JustPhysiology, you acknowledge that JustPhysiology, its parent company and/or licensors, retain(s) all rights, title and interest in and to all copyrights, trademarks, trade secrets, patents and any other proprietary rights in the Software. JustPhysiology, and its design logo, the Site, as well as certain other JustPhysiology trademarks, service marks, graphics, and logos, are the registered or common law trademarks of JustPhysiology. You are not granted any right or license with respect to JustPhysiology Trademarks or the trademarks of any third party.

The Software is owned by or licensed to JustPhysiology and is protected by the copyright laws of the United States. You cannot sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

11. Payment For Subscription.

In order to subscribe to the use of the Software, payment must be made in whole at the time of purchase. All payments will be facilitated by PayPal, and once purchased, there will be no refunds for any reason whatsoever.

12. Legal Disclaimers.

EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:

(a) THE SOFTWARE IS LICENSED TO YOU "AS IS." ANY USE OF THE SOFTWARE WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUST PHYSIOLOGY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. JUST PHYSIOLOGY MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE SOFTWARE WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND JUST PHYSIOLOGY DISCLAIMS ANY LIABILITY RELATING THERETO.

(b) JUST PHYSIOLOGY MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE SOFTWARE WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, JUST PHYSIOLOGY MAY MODIFY, SUSPEND, OR DISCONTINUE THE SOFTWARE OR YOUR USE OF THEM. WHENEVER JUST PHYSIOLOGY ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE SOFTWARE, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

13. Limitations of Liability.

EXCEPT FOR ANY APPLICABLE LIABILITIES OR REMEDIES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:

(a) IN NO EVENT WILL JUST PHYSIOLOGY BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF JUST PHYSIOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JUST PHYSIOLOGY OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

(b) JUST PHYSIOLOGY'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU FOR THE SUBSCRIPTION TO THE SOFTWARE.

14. You Agree To Indemnify JustPhysiology Under Certain Circumstances.

You will indemnify and hold JustPhysiology, its directors, officers, employees, agents and licensors harmless with respect to any suits or claims arising out of (i) your breach of this Agreement, including but not limited to, any infringement by you of the intellectual property of any third party; or (ii) any third party claims arising out of your use or misuse of the Software including, without limitation, unauthorized use of the Site and/or the Software for medical or clinical uses, which are expressly prohibited.

15. Dispute Resolution.

a. Applicability: For any Dispute (excluding claims for injunctive or other equitable relief or any claim or dispute related to the enforcement or validity or either party's intellectual property rights) where the total amount of the award sought is less than $10,000, the parties shall resolve the Dispute in a cost effective manner through binding non-appearance-based arbitration. The parties shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction; and (iv) the decision of the arbitrator will be final except for a limited right of appeal under the Federal Arbitration Act. Any Dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action

b. Notice: In the event of a Dispute, you or JustPhysiology must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by certified U.S. Mail to JustPhysiology, LLC: 1577 Barnes Rd., Canton, MS 39046.

JustPhysiology will send any Notice of Dispute to you by certified U.S. Mail to your address if we have it, or otherwise to your email address. The parties will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, either you or JustPhysiology may commence arbitration.

c. Class Action Waiver: Neither you nor JustPhysiology will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

16. Severability.

If any provision of this Agreement is found to be illegal or unenforceable, then that provision will be severed. The remainder of this Agreement will remain in full force and effect.

17. Governing Law.

This Agreement will be governed by the laws of the State of Mississippi, without regard to conflicts of laws provisions thereof. Except as set forth herein, or expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with JustPhysiology or relating in any way to your use of the Software or Site will be in the state and federal courts of the State of Mississippi and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Madison, Mississippi.

18. You Acknowledge That You Agree To All The Terms Of This Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.