End User License Agreement

Last Updated Date: 7/14/2023

 This is an End User License Agreement (“License Agreement”) for the suite of mySCP software as a service products (the “mySCP Service”) between you and either (a) Schumacher Intellectual Property, Inc. (“SCP”); or (b) an affiliate of SCP through which you are employed, contracted, or leased (collectively, “Licensor”). Please read this License Agreement carefully before accessing or using the mySCP Service. By accessing or using the mySCP Service, you agree to be bound by the terms of this License Agreement. If you do not agree to these terms, you may not use the mySCP Service or its features.

 NO MEDICAL ADVICE. THE MYSCP SERVICE IS INTENDED ONLY AS A TOOL TO SUPPORT CERTAIN HEALTHCARE OR MEDICAL SERVICES BY LICENSED PROFESSIONALS. THE MYSCP SERVICE IS NOT INTENDED OR IMPLIED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOUR USE OF ANY CONTENT (INCLUDING TEXT, GRAPHICS, IMAGES, AND INFORMATION IN WHATEVER FORM PRESENTED) MADE AVAILABLE THROUGH THE MYSCP SERVICE IS ENTIRELY AT YOUR OWN RISK.

  1. LICENSE GRANT. The mySCP Service is licensed, not sold. Subject to the terms of this License Agreement, Licensor grants you a non-exclusive, non-transferable license to use the mySCP Service solely in connection with your role as a healthcare provider or clinician.
  2. INTELLECTUAL PROPERTY RIGHTS. The mySCP Service is the intellectual property of Schumacher Intellectual Property, Inc. (“SCP”) and is protected by intellectual property laws, including copyright laws. SCP retains all rights, title, and interest in and to the mySCP Service, including all intellectual property rights. You acknowledge that this License Agreement does not transfer ownership of the mySCP Service and that you have no rights in or to the mySCP Service other than the limited license granted under this License Agreement.
  3. QUALITY OF OUTPUTS DEPENDS ON QUALITY OF INPUTS. You agree to provide and maintain true, accurate, current, and complete information as prompted by the mySCP Service. You understand that the accuracy and quality of the mySCP Service’s outputs (including any predictions) is solely dependent on the currency, completeness, and accuracy of any inputs provided by you.
  4. RESTRICTIONS ON USE. You shall not: (a) copy, reproduce, distribute, or modify the mySCP Service, in whole or in part, except as expressly permitted by this License Agreement or applicable law; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the mySCP Service, except as expressly permitted by applicable law; (c) remove, alter, or obscure any copyright, trademark, or other proprietary notices on or in the mySCP Service; (d) rent, lease, lend, or sublicense the mySCP Service to any third party; (e) use the mySCP Service in any manner that violates any applicable laws, regulations, or third-party rights.
  5. DISCLAIMER OF WARRANTIES. THE MYSCP SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE MYSCP SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE MYSCP SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. ANY ADVICE, DIAGNOSIS, OR ANY OTHER HEALTHCARE SERVICE YOU MAY PROVIDE, WHETHER OR NOT MADE IN RELIANCE ON THE MYSCP SERVICE OR ITS OUTPUTS IS ENTIRELY AT YOUR OWN RISK.
  6. LIMITATION OF LIABILITIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ANY THIRD PARTY BE LIABLE (a) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MYSCP SERVICE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (b) FOR ANY LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT EXCEEDING THE GREATER OF $1,000 OR THE TOTAL AMOUNTS ACTUALLY PAID BY YOU OR BY YOUR EMPLOYER OR ENTITY FOR WHICH YOU ARE CONTRACTED ON YOUR BEHALF FOR YOUR USE OF THE MYSCP SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
  7. THIRD PARTY BENEFICIARIES. SCP IS A THIRD PARTY BENEFICIARY OF THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES SPECIFIED IN SECTIONS 5 AND 6, RESPECTIVELY, AND MAY APPLY SUCH PROVISIONS AGAINST YOU.
  8. NON-COMPETE REGARDING MYSCP. While this License Agreement is in effect and for five years thereafter, you agree not to create, build, develop, construct, or produce any product or service that competes with the mySCP Service.
  9. TERMINATION; SUSPENSION. This License Agreement is effective until terminated. Licensor and SCP each reserve the right to immediately terminate this License Agreement if there is an actual or suspected breach or violation of these terms. In addition, Licensor and SCP each reserve the right to suspend your access to and use of the mySCP Service during any investigation of such breach or violation, pending resolution or termination of the matter. You may terminate this License Agreement by ceasing to use the mySCP Service.
  10. COMPLIANCE WITH LAW. You shall comply with all applicable laws and regulations when accessing or using the mySCP Service, including, without limitation, any export control laws and laws relating to the security and confidentiality of “protected health information” as such term is defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.
  11. GOVERNING LAW; VENUE. This License Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, notwithstanding the body of law relating to conflict of laws. Any disputes arising out of or in connection with this License Agreement shall be subject to the exclusive jurisdiction of the courts of New Castle County, Delaware.
  12. SEVERABILITY. If any provision of this License Agreement is declared void or unenforceable, such provision shall be deemed severed from this License Agreement and the remaining portions of this License Agreement shall remain in full force and effect.
  13. NETWORKS, DATA, INTERNET USAGE. Your ability to access or use the mySCP Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Licensor expressly disclaims any liability or responsibility arising out of or in connection with any delays, delivery failures, or other damage resulting from such problems.