THIS END USER AGREEMENT ("AGREEMENT") AND THE APPLICABLE SUBSCRIPTION AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO THE USE AND ACCESS OF THE CASTLEBRANCH BRIDGES SOFTWARE AND WEBSITE (INCLUDING ALL WEBSITES LOCATED AT OR WITHIN THE URL www.cbbridges.com). THESE TERMS AND CONDITIONS CREATE AN AGREEMENT BETWEEN CASTLE BRANCH, INC. ("CASTLE BRANCH") AND THE LICENSEE AND ITS AUTHORIZED USERS. AS A CONDITION TO ACCESSING AND USING THE SOFTWARE, LICENSEE AND ITS AUTHORIZED USERS AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. IF LICENSEE OR A USER DOES NOT AGREE, CONTACT US IMMEDIATELY AND DO NOT USE THE SOFTWARE, ACCESS THE WEBSITE OR OTHERWISE UTILIZE THE SOFTWARE COVERED BY THIS AGREEMENT.
CASTLE BRANCH MAY MODIFY OR SUPPLEMENT THESE TERMS AT ANY TIME BY POSTING CHANGES ON THE USER'S ACCOUNT. IT IS THE USER'S RESPONSIBILITY TO ROUTINELY VISIT THE USER'S ACCOUNT TO CHECK FOR CHANGES TO THIS AGREEMENT. IF LICENSEE OR A USER DOES NOT AGREE WITH THE CHANGES, LICENSEE'S AND THE USER'S REMEDY IS TO CEASE ALL USE OF THE SOFTWARE. BY CONTINUING TO USE THE SOFTWARE, LICENSEE AND ITS USERS AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS AS AMENDED.
References to the Software (defined below) shall apply to all programming, tutorials, materials, packaging, documentation, or other information provided, directly or indirectly, by Castle Branch regardless of the method of transmission or the medium in which the Software is received or accessed. Unless expressly stated herein, making any derivative works, copies, modifications, or translations at any time is strictly prohibited and shall automatically terminate any rights afforded under the terms of this Agreement.
"Account" means the individual registration and account of Licensee and each User that is required to access and use the Software. Each Account must have a valid email address and unique password. Users may only access and use the Software through such User's own Account and not through the Account of another User.
"Administrator" means the individual User identified on the applicable Subscription Agreement who has access and rights through the Administrator's Account to create, edit, access, use, view, publish or delete sessions, data or other information through the Software. An Administrator also has the right to create, modify and delete Branch Accounts for use by authorized Users.
"Agreement" means this End User Agreement and the Subscription Agreement, as may be renewed, modified, or amended from time to time.
"Branch Account" means an individual Account created by an Administrator and that is associated with such Administrator's Account. Each authorized User other than the Administrator must have a Branch Account to access and use the Software. Branch Accounts are required to have a valid email address and unique password to access and use the Software. Branch Account Users may only access and use the Software through the individual User's Branch Account and not through the Administrator's Account or Account of another User. Branch Accounts only have the right to use and access the Software as set by the Administrator.
"Software" means the web-based software tool made accessible by Castle Branch for assigning, reserving, or scheduling assignments or placements for healthcare students, related documentation, user interfaces, all websites available currently under the URL www.cbbridges.com from which the Software can be accessed (and replacement websites), as well as any future programming fixes, updates, and upgrades thereof made generally available by Castle Branch.
"IP Rights" means any and all intellectual property rights, including but not limited to copyrights, trademarks, and patents, as well as know-how and trade secrets contained in or relating to the Software.
"Licensee" means the specific organization which executed a Subscription Agreement and paid for a license to access and use the Software, as identified in the purchasing documents or Subscription Agreement.
"Subscription Agreement" means the written agreement executed by Licensee and Castle Branch pursuant to which Licensee agreed to purchase and pay for, and Castle Branch agreed to grant access to, the Software. The Subscription Agreement is incorporated in and made a part of this Agreement by this reference.
"Term" has the meaning ascribed to it in the applicable Subscription Agreement.
"User" means each employee, agent, consultant, contractor, representative, or other user, including Administrators and Branch Accounts, who are authorized by Licensee to access and use the Software. Each User must have an Account.
"User Information" means all information directly or indirectly obtained from, as a result of, or through Users accessing or using the Software.
2.1. Subject to the terms of this Agreement, Castle Branch hereby grants to Licensee a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to access and use the Software solely for the internal business purposes of the Licensee during the Term. Licensee may access and use the Software through its Users. Use of the Software is only for the benefit of the Licensee and not for the benefit of third parties. Each User is subject to the same restrictions and obligations as the Licensee and acts or omissions by a User in violation of this Agreement will be deemed a breach of this Agreement by Licensee. Licensee is solely responsible for the access and use of the Software by Users. Use of the Software other than as permitted under this Agreement requires the prior written consent of Castle Branch.
2.2. Licensee and Users will not sell, assign, rent, lease, distribute, license, export, import, act as a service bureau, intermediary or provider, or otherwise grant rights to third parties with regard to the Software or any part thereof. None of Licensee or Users may create a commercial service or product based on the Software.
2.3. Licensee and Users will not undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Software or any part thereof.
2.4. Licensee and Users cannot use or attempt to use the Software for any fraudulent, unlawful, harassing or abusive purpose, including but not limited to:
(a) Violating any law or regulation;
(b) Posting or transmitting content that Licensee or User does not have the right to post or transmit, such as content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right;
(c) Posting or transmitting content that is untrue, harassing, defamatory, abusive, obscene, hateful, or otherwise objectionable as determined in Castle Branch's sole discretion;
(d) Attempting to intercept, collect, transmit, disclose, or store data about third parties without their knowledge or consent;
(e) Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures;
(f) Using or triggering spiders, bots, or other device or mechanism to search or collect data from others in an automated manner;
(g) Sending or attempting to send unsolicited messages such as "spam", "chain mail" or "junk mail";
(h) Engaging in identity theft or other computer fraud;
(i) Sending a "virus" to or overloading the Software or using it for a denial of service attack; or
(j) Transmitting excessively high volume of data.
2.5. If Castle Branch suspects violations of any of the above or any other term or condition in this Agreement, it may take whatever steps are necessary or desirable, in Castle Branch's sole discretion, including commencing legal action, terminating access to the Software without notice, and cooperating with law enforcement authorities. Castle Branch reserves the right to use means designed to assist Castle Branch in identifying or tracking activities that Castle Branch considers to be illegal or a violation of this Agreement.
2.6. Licensee acknowledges and agrees that Castle Branch, in its sole discretion, may discontinue, disable, or suspend Licensee's or any User's ability to use the Software, including the suspension or deletion of any Account or any feature thereof in circumstances where there is, in Castle Branch's reasonable discretion, an actual or threatened breach of this Agreement or misuse of the Software.
2.7. Castle Branch reserves the right to add, delete, or modify the features or functions of the Software, and to provide programming fixes, updates, and new versions, to the Software in its sole discretion.
2.8. Castle Branch does not accept and hereby disclaims any liability in relation to, and Licensee and Users agree that Castle Branch shall not be liable or responsible for, any direct or indirect damages caused by (i) the release or the absence of release of fixes, updates, or new versions of the Software or the modification, deletion, or addition of features or functions thereof, or (ii) by the suspension or termination by Castle Branch of this Agreement, any Account, or Licensee's or any User's right or license to use or access the Software.
2.9. Use of the Software is void where prohibited.
2.10. Licensee agrees that it is solely responsible, at its expense, for obtaining any consent or approval, and providing and notices and disclosures, required from any third party in order to use, transmit, disclose, access, view, or share that third party's information by means of the Software.
3.1. Administrators are responsible for creating and deleting any associated Branch Accounts, assigning rights of access and use of the Software to the Branch Accounts, deleting Branch Accounts that no longer require access to the Software or that are in breach of this Agreement.
3.2. All User Information provided to Castle Branch shall be complete, accurate, and current.
3.3. Licensee and Users are responsible for all use of the Software, including such use by Administrators and Branch Account holders. Account usernames and passwords shall not be shared or used by any individual other than the Account holder. In the event Licensee or any User becomes aware of any unauthorized use or disclosure of a username or password, the Licensee or User immediately shall notify Castle Branch in writing.
3.4. In the event an Administrator no longer requires access to the Software or no longer is an authorized User of Licensee, such Administrator Account may be transferred to another employee by contacting Castle Branch to reset the Account.
3.5. Licensee and all Users shall protect and keep confidential all passwords and usernames provided to, created, or obtained by each of them with respect to the Software. In the event that any password or username provided to, created, or obtained by Licensee or any User is compromised or disclosed to any unauthorized individual, entity, organization, association, partnership, or otherwise, or Licensee or any User becomes aware of any unauthorized access to or use of the Software, any Account, or any username or password, Licensee and the User immediately shall notify Castle Branch in writing and shall change the compromised password(s) or username(s). In the event that any User no longer is an employee, agent, consultant, or representative of Licensee or no longer is authorized by Licensee or Administrator to access or use the Software or possess a username or password, such User immediately shall cease accessing and using the Software, the username, and the password, and Licensee and the User immediately shall notify Castle Branch in writing to cancel the password and username.
3.6. Licensee and the Users immediately shall notify Castle Branch in writing of any Security Incident of which Licensee or the User becomes aware. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, theft, modification, or destruction of the Software, the Website, or any data or information located on or transmitted through the Website or Software, or any interference with the Software or Website system operations. The notice shall include the identification of each individual whose data or information has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed during such Security Incident, the date of the Security Incident, and the perpetrator(s) of the Security Incident, if known. Licensee and Users shall provide to Castle Branch such other information as requested by Castle Branch or Castle Branch's representatives regarding any such Security Incident and remedies taken or to be taken by Licensee and Users to prevent further Security Incidents and to notify affected individuals and protect their information from further unauthorized access, acquisition, use, or disclosure.
4.1. Licensee and each User acknowledges and agrees that any and all IP Rights to or arising from the Software are and shall remain the exclusive property of Castle Branch or its licensors. Nothing in this Agreement transfers any such IP Rights to, or vests any such IP Rights in, the Licensee or any User. Licensee and User will not take any action to jeopardize, limit, or interfere with the IP Rights. Licensee and User acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement and may also violate intellectual property laws. All title and rights in and to any third party content that may be accessed through use of the Software is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
4.2. Licensee and each User agree not to remove, obscure, make illegible or alter any notices or indications of the IP Rights or Castle Branch's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
5.1. Using the Software enables a User to communicate with other Software users. Licensee and each User agree that Castle Branch is only a provider of a software product and not a party to or in control of the communications and interactions between them and other Users of the Software or other third parties with whom they communicate or link to by means of the Software.
5.2. Castle Branch does not guarantee that the User will always be able to communicate with other Software users, nor can Castle Branch guarantee that the User will always be able to communicate without disruptions, delays, or communication-related flaws or that all User communications will always be delivered to the intended recipient. Licensee and each User agree that Castle Branch will not be liable for any such disruptions, delays, or other omissions in any communication experienced when using the Software.
5.3. Licensee and the Users are responsible for the hardware, connectivity, and other software necessary to access and use the Software. Web access to the Software is subject to unavailability and interruption, including due to emergencies, third party service failures, transmission problems, equipment or network problems, interference, or maintenance and repair. Castle Branch and its affiliates are not responsible or liable for data or messages lost, not delivered, delayed, or misdirected because of interruptions or performance issues. Castle Branch does not warrant the network speed nor the accuracy and timeliness of data sent or received, and does not provide virus protection or similar anti-piracy or anti-intrusion protection for the computer of Licensee or any User.
5.4. Castle Branch cannot guarantee that any transmissions or communications using the Software will be private or secure. Licensee is solely responsible for taking such precautions and providing such security measures that are deemed necessary for communications and transmissions to be more private or secure.
5.5. Licensee and each User acknowledge and understand that the content of the communications exchanged by Users by use of the Software is entirely the responsibility of the person from whom such content originated. Castle Branch will not be liable or responsible for any type of communications transmitted by means of the Software.
5.6. Castle Branch may send communications about the Software, such as scheduled downtime, maintenance, notices, and upgrade features, to Users via the Accounts or email addresses provided to Castle Branch or Administrators during registration.
5.7. Licensee and each User hereby agrees and acknowledges that neither Castle Branch nor the Software will verify, document, or track the existence or non-existence of any affiliate agreement or other agreement between Licensee and any other Licensee or User of the Software. Each Licensee is solely responsible for verifying the existence of a valid and enforceable affiliate agreement or other agreement between Licensee and any other Licensee before the Software is used to reserve, schedule, or place healthcare students in or with any Licensee.
6.1. This Agreement will be in effect during the Term.
6.2. Castle Branch may terminate this Agreement by giving at least thirty (30) days' prior written notice of termination to Licensee at Licensee's last known physical address or email address.
6.3. Licensee may terminate this Agreement at the end of any Term by providing at least 90 days' written notice prior to the expiration of the Term. Castle Branch is under no obligation to refund any money for any portion of the provided service that goes unused.
6.4. Upon termination or expiration of this Agreement, all licenses and rights to use the Software shall terminate, and Licensee and its Users agree to cease any and all use of the Software.
6.5. Castle Branch will not be liable or responsible for any damages caused by the termination of this Agreement.
7.1. Licensee and each User represent and warrant that (a) they each are authorized to enter into this Agreement and will comply with its terms, and (b) each User is authorized by Licensee to use the Software, and Licensee will require that each User comply with the terms of this Agreement. Furthermore, Licensee and each User represents and warrants that Licensee and the User will use the Software in compliance with this Agreement and all applicable laws, regulations, and policies.
7.2. Licensee and each User agree to indemnify, defend, and hold harmless Castle Branch, its affiliated entities, and their respective officers, directors, shareholders, employees, agents, representatives, and contractors from and against any and all liabilities, judgments, claims, causes of action, suits, proceedings, damages, costs, and expenses, including, without limitation, all reasonable attorneysÂ’ fees and expenses, incurred in connection with, as a result of, or arising out of Licensee's or such User's (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) Licensee's or such User's use of or access to the Software, or (c) violation by Licensee or such User of any rights of any third party including, without limitation, any intellectual property rights of a third party, or (d) misuse of the Software, or (e) communications with others by means of the Software.
8.1. THE SOFTWARE IS PROVIDED Â“AS-IS,Â” WITH NO WARRANTIES WHATSOEVER EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW. CASTLE BRANCH DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY WARRANTIES, EITHER EXPRESSED, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE AND THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR USE OR A PARTICULAR PURPOSE, WARRANTIES BASED ON COURSE OF DEALING OR USAGE OF TRADE, OR WITH RESPECT TO THE SECURITY OR PRIVACY AFFORDED TO COMMUNICATIONS AND INTERACTIONS EFFECTED USING THE SOFTWARE. CASTLE BRANCH FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES CASTLE BRANCH WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. THE PARTIES AGREE THAT THE PROVISIONS OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, AS ENACTED ANYWHERE, DO NOT APPLY TO THIS AGREEMENT AND DISCLAIM ANY WARRANTIES CONTAINED THEREIN.
8.2. LICENSEE AND EACH USER ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH LICENSEE AND EACH USER, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9.1. Licensee and each User acknowledges and agrees that Castle Branch, its affiliates, its licensors, and their respective officers, directors, shareholders, employees, agents, representatives, and contractors will have no liability or responsibility in connection with or arising from Licensee's or a User's use of the Software.
9.2. Licensee and each User agree that in no event shall Castle Branch, its affiliates, its licensors or their respective officers, directors, shareholders, employees, agents, representatives, and contractors be liable or responsible, whether in contract, warranty, tort (including negligence), product liability, or any other form of liability, for (a) any incidental, indirect, special, or consequential damages (including without limitation any loss of data, lost profits, damage to reputation, loss of opportunity, damages due to interruption or computer failure or pecuniary loss) arising out of the performance of, use of, or inability to use the Software; or (b) direct or compensatory damages in an amount in excess of the license fees paid by Licensee to Castle Branch for the Software for the contract year when the claim arose, not to exceed in the aggregate and cumulatively $1,000 for all claims related to this Agreement and the Software. Licensee and User acknowledge that if no fees are paid to Castle Branch for the Software, User and Licensee shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from Castle Branch regardless of the cause of action.
10.1. By accessing and using the Software, Licensee and Users hereby agree that Castle Branch may collect and use personal information, including Licensee's and Users' names, mailing addresses, phone numbers, and email addresses ("Personal Information"). Castle Branch will not disclose or share any Personal Information except for the limited purposes stated herein.
10.2. Castle Branch may disclose Personal Information to its affiliates, vendors, and subcontractors that provide services on behalf of Castle Branch for the purposes of carrying out the services contemplated in this Agreement or any applicable Subscription Agreement.
10.3. Personal Information may be used to send announcements, software updates, and promotional information regarding Castle Branch and the Software, including but not limited to, important updates and modifications to this Agreement and other terms and conditions. Personal Information may also be used to improve and develop the products and services of Castle Branch.
10.4. Castle Branch may use Personal Information for internal purposes such as auditing and data analysis.
10.5. As with most software, Castle Branch may collect certain information, including but not limited to, when the Software is accessed, IP addresses, URL requests, and browser type. Castle Branch may also store information known as "cookies" on User's computers, which is used by Castle Branch for record-keeping purposes. A Licensee or User has the right to configure his or her browser to accept or reject all or some cookies or notify a browser user when a cookie is set.
10.6. Any use or access to the Software by anyone under the age of 13 is prohibited and in violation of this Agreement. By accessing and using the Software, each User represents that the User is at least 13 years old. Users who are at least 13 years old but under the age of 18 may only use and access the Software with the consent of such User's parent or legal guardian.
10.7. Castle Branch reserves the right in its sole discretion to change, modify, or otherwise revise this Agreement. If Castle Branch intends to use or disclose Licensee's or Users' Personal Information in a way that is materially different than the uses and disclosures stated herein then Castle Branch will make reasonable efforts to contact any applicable Users or Account holders.
10.8. Licensee and its Users understand and acknowledge that all Personal Information supplied to Castle Branch will be stored in and accessible from locations within the United States, for purposes of this Agreement, and may be subject to production or disclosure requirements by United States authorities in accordable with applicable United States laws.
10.9. Licensee agrees that Castle Branch and its affiliates (directly and through their contractors) shall have a perpetual, irrevocable, royalty-free, right and license to use, modify, copy, and create derivative works of any data collected or stored with respect to or as a result of Licensee or Users' use of the Software for Castle Branch's internal business purposes and for purposes of creating reports, data products, papers, and analyses that may be provided to others, provided that such data does not identify Licensee or a specific User or any other individual by name without their consent.
10.10. Castle Branch takes the security of its Software and Personal Information seriously and take efforts to maintain the security, integrity and confidentiality of the Castle Branch systems. Please note that despite the efforts of Castle Branch, factors beyond its control may result in the disclosure of Personal Information or other User identifiable information. Accordingly, Castle Branch cannot guarantee that Personal Information will be secure under all circumstances and Castle Branch offers no warranties or representations with regards to the maintenance or non-disclosure of Personal Information or other User identifiable information. Licensee and all Users agree that Castle Branch shall not be liable, under any circumstance, and User, for and on behalf of User and User's heirs, successors, assigns, and legal representatives, and Licensee hereby forever releases and discharges Castle Branch from any and all liabilities, claims, damages, actions, and losses in any way related to or connected with any loss or disclosure of Personal Information or other User identifiable information.
11.1. The terms and conditions of this Agreement and any applicable Subscription Agreement constitute the entire agreement between the Licensee and each User and Castle Branch with respect to the subject matter hereof. This Agreement is binding upon the parties and their successors, subcontractors, and assigns, and the Users and their respective heirs and representatives.
11.2. Should any term or provision hereof be deemed invalid, void or enforceable both in its entirety and in a particular application, it shall be interpreted in such a modified way so as to make it not be invalid, void or unenforceable, and the remainder of this Agreement shall nonetheless remain in full force and effect.
11.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina, and the parties hereby agree to submit to the exclusive personal jurisdiction of the courts of the State of North Carolina in any proceeding relating to this Agreement.
11.4. Failure by one party to enforce its rights under this Agreement shall not constitute a waiver of that party's rights for that or any subsequent breach of this Agreement.
11.5 The covenants and obligations contained in Sections 3.6, 4.1, 4.2, 7.2, 9.1, 9.2, and Article 10 and 11 shall survive the termination or expiration of this Agreement and Licensee's and Users' rights to access and use the Software.