END-USER SERVICES AGREEMENT

	This is a binding legal contract and agreement (“Agreement”) between You and eVero Corporation (“eVero”). This Agreement is an End-User Services Agreement to authorize You to use any of eVero’s Products and Services exclusively on the legal terms and conditions stated below. “Products and Services” refers to any and all of eVero’s software applications and Internet websites to which a Provider has granted You access. You understand the Products and Services are the sole and exclusive property of eVero and that You are not acquiring any rights to any or all of the Products and Services whatsoever. This Agreement replaces and supersedes all prior versions of this Agreement.

	PLEASE READ THE FULL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT AND SHALL NOT USE THE PRODUCTS AND SERVICES.

	eVero and Provider have entered into an agreement (“MSA”) governing the use of and access to the Products and Services. Provider provides services to certain people (“Individuals”) and stores Personal Information about these Individuals. Provider has granted You electronic access to the Products and Services to enable You to use the Products and Services and view such Personal Information.
	
Who Can Use the Products and Services?

	The Products and Services shall be used exclusively by End Users. An “End User” is one of the following: an Individual; a member of such Individual’s family; a legal guardian or representative of such Individual; personnel hired by or for such Individual; a services broker for or service provider to such Individual; the Provider for such Individual; and/or Provider’s employees and permitted contractors. You hereby certify, represent and warrant to eVero that You are an End User. 

	If you are not an End User, you must immediately do the following things: (1) stop Using the Products and Services, (2) log out and close all Products and Services, and (3) delete all Products and Services from all of your devices.

	You may only use the Products and Services or view Personal Information about an Individual (the “Permitted Purpose”) on the terms and conditions stated in this Agreement. You shall not directly or indirectly use the Products and Services for any reason whatsoever, other than the Permitted Purpose.


Privacy and HIPAA

		You shall not directly or indirectly disclose any Personal Information pertaining to an Individual to any other person. You shall comply in all respects with all applicable laws while you use the Products and Services, including without limitation HIPAA.

	“HIPAA” means the federal Health Insurance Portability and Accountability Act of 1996 (P.L. No. 104-191, 110 Stat. 1938), 45 CFR Part E and the other regulations and rules thereunder including the Privacy Rule.

	“PHI” means Protected Health Information as defined in 45 CFR 106.103.

	“Personal Information” means any and all PHI and other individually identifiable information about any Individual in electronic, paper, oral or other form or media.

	eVero shall not collect or disclose any Individual’s Personal Information.  eVero reserves the right to aggregate and anonymize such information for statistical purposes.

	The Provider may provide You with an Access Code to enable You to use the Products and Services. You are solely responsible to protect and keep Your Access Code safe and secure from any other person and for all activities that occur on or through the use of the Products and Services by You or any other person using your Access Code. You shall notify eVero immediately if You lose your Access Code or if You become aware of any security breach. eVero shall not be responsible for and expressly disclaims all liability for losses that directly or indirectly arise out of the unauthorized use of your Access Code by any person or entity.


Restrictions

	You shall not directly or indirectly do any of the following Forbidden Actions, and You shall not directly or indirectly attempt to do any of the following Forbidden Actions:

1.	Make a copy (or cause or permit a copy to be made) of all or any portion of the Products and Services;
2.	Copy or otherwise reproduce the Products and Services in whole or part;
3.	Permit any other person to use any or all of the Products and Services;
4.	Delete or change (or permit to be deleted or changed) any identifying marks, copyright, or proprietary notices of eVero from the Products and Services; 
5.	Disassemble, translate, decompile, modify, adapt, reverse engineer, create, recreate or attempt to in any way to ascertain, derive or obtain the source code of any or all Products and Services or any of the ideas or know-how that are embodied in the Products and Services; 
6.	Adapt, modify, or alter all or any portion of the Products and Services in any way;
7.	Create a derivative work of the Products and Services or any part;
8.	Make the functionality of the Products and Services available to any other person, whether as an application service provider, service bureau, cloud service, hosted service, rental service or similar;
9.	Use any or all of the Products and Services in violation of any term or condition stated in this Agreement;
10.	License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, copy, display, publish, perform, or otherwise commercially exploit or make any or all of the Products and Services available to any other person; 
11.	Send spam or otherwise duplicative or unsolicited electronic messages in violation of applicable laws; 
12.	Send or store infringing, obscene, threatening, defamatory, harassing, vulgar, malicious, false, misleading or otherwise unlawful or tortious material, including material that is harmful to children or violates privacy rights or any other rights of a third party; 
13.	Infringe on eVero’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
14.	Engage in any act or omission that would impair eVero’s rights in any or all of the Products and Services;
15.	Violate any applicable law, statute, ordinance or regulation, including without limitation HIPAA; 
16.	Interfere with or disrupt the integrity or performance of any or all of the Products and Services; 
17.	Modify, copy, or create derivative works based on any or all of the Products and Services; 
18.	Frame, mirror or link to any content forming part of the Products and Services; 
19.	Create, recreate, reverse engineer, disassemble, decompile, modify, adapt, translate, or attempt in any way to ascertain, derive or obtain the source code for any or all of  the Products and Services;
20.	Use the Products and Services with the intent to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics, (c) copy its ideas, features, functions, or graphics or (d) attempt to do any of the foregoing;
21.	Transfer, translate, adapt, vary or modify the Products and Services in whole or part;
22.	Use the Products and Services to operate or enable any telecommunications service that allows You or any other person or entity to place or receive calls from any public switched telephone network;
23.	Furnish or make available your Access Code to any other Person;
24.	Furnish or make available any Personal Information about an Individual to any other Person;
25.	Use Personal Information about an Individual for a purpose other than a Permitted Purpose and only as permitted by law including HIPAA.
26.	Stalk, harass, threaten or harm any Individual or any other person or entity;
27.	Request personal or other information from a minor (any person under the age of 18 or such other age as applicable law defines as a minor) who is not personally known to You including without limitation such minor’s full name or last name, home address, zip code, telephone number, email address or picture;
28.	Pretend, impersonate or misrepresent Yourself to be another Person;
29.	Plan or engage in any illegal activity; 
30.	Access, store, process or transmit any Personal Information pertaining to any other Individual;
31.	Print, copy, distribute or use any Personal Information of a Individual; 
32.	Use or access the Products and Services or the Personal Information of a Individual for any illegal purpose or for any improper or unauthorized reason whatsoever (as determined by eVero or Provider in their sole discretion); or
33.	Attempt to do any or all of the foregoing.

eVero’s Intellectual Property Rights

	You acknowledge and agree that any and all of the copyright, trade marks, trade names, templates, formats, patents and other intellectual property rights subsisting in or used by eVero in connection with the Products and Services are and shall remain the sole property of eVero.

		eVero shall retain ownership of all intellectual property rights in and to the Products and Services including copies, improvements, enhancements, derivative works and modifications thereto. Your right to use the Products and Services is limited to those expressly granted by this Agreement. No other rights with respect to the Products and Services or any other intellectual property rights or other rights of eVero are granted or implied. You shall not at any time and in any way question or dispute the ownership of the Products and Services by eVero.

	In the event that new inventions, designs, processes, software, products, configuration settings, templates, formats or other material in any form or media (“New Materials”) evolve in connection with your use of the Products and Services, You acknowledge that such New Materials shall be the sole and exclusive property of eVero and you hereby irrevocably assign and transfer any and all such rights you may have in such New Materials to eVero.

	You may learn Confidential Information pertaining to eVero in connection with your use of the Products and Services. You shall not directly or indirectly disclose any Confidential Information to any other person or entity at any time or for any reason. You shall not use any Confidential Information for any purpose whatsoever at any time.

	The term “Confidential Information” means any and all information, data, drawings, products, specifications, templates, formats, documentation, source code, object code, data files or datasets relating to the Products and Services, and all other forms and types of confidential or non-public financial, business, scientific, technical, economic, marketing and engineering information, including without limitation software applications, programs, formulas, subroutines, scripts, processes, procedures, programs, codes, designs, prototypes, methods, techniques, or know-how, whether any of the forgoing is in tangible or intangible form, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing.


Claims

	eVero shall not have any liability to You for any claim relating to the Products and Services, or Your use of the Products and Services, or any other matter arising under this Agreement to the maximum extent permitted by applicable law. You understand and agree that eVero shall have no liability to You whatsoever for any claims You may have relating to the Products and Services or eVero. You knowingly and voluntarily waive any and all right to assert or allege any such claims in any action, proceeding or otherwise.

	eVero shall not be liable to You or to any End User or any other person or entity for any indirect, special, direct, indirect, punitive, consequential, incidental and any and all other damages of any kind whatsoever (other than actual direct pecuniary loss), even if You or eVero have been advised of the possibility of such loss or damage to the maximum extent permitted by applicable law.

	To the maximum extent permitted by applicable law, eVero shall have no liability to You or to any other person or entity for any compatibility, connectivity, uptime, downtime, maintenance, operability, functionality or any other issues directly or indirectly affecting Your use of the Products and Services to the maximum extent permitted by applicable law.

	Provider is making the Products and Services available to You at its own expense, and You are not paying to use the Products and Services. As a result, to the maximum extent permitted by applicable law EVERO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WHATSOEVER, WHETHER STATUTORY, EXPRESS OR IMPLIED, including without limitation compatibility, connectivity, uptime, downtime, maintenance, operability, functionality or any other issues directly or indirectly affecting Your use of the Products and Services or that Your use of the Products and Services will be uninterrupted, error-free, free from loss, delay, interference, viruses, hacking, attacks, security intrusion or data breach. 

	You knowingly and voluntarily agree that You are being granted access to use the Products and Services “as is” and “as available”. Your use of the Products and Services shall  be at Your sole risk. You also understand that eVero shall not be responsible for the content of any Personal Information about an Individual and that Provider has provided any such Personal Information to the Products and Services.

	You understand and agree that eVero does not have and shall not have any indemnification or hold harmless obligations to You whatsoever, whether express, implied or statutory, to the maximum extent permitted by applicable law. eVero hereby expressly excludes and disclaims any and all indemnification obligations. 

	You shall defend, indemnify and hold harmless eVero its officers, directors and employees, agents and sub-contractors against claims, actions, proceedings, losses, damages, expenses and costs including without limitation court costs and reasonable legal fees arising out of or in connection with Your breach of this Agreement including but not limited to Your gross negligence or willful default, Your use or misuse of the Products and Services, Your infringement of eVero’s copyright, trademarks, patents and any and all other intellectual property rights and other rights.

Miscellaneous

	This Agreement shall be effective on and as of the date You agree to and accept the terms and conditions of this Agreement. This Agreement shall continue in effect until the MSA terminates or expires or the Provider terminates your access to the Products and Services or You do not use or access the Products and Services for a period of sixty (60) consecutive days or You breach this Agreement. In such event, this Agreement shall automatically and immediately expire and terminate, You shall no longer be entitled to use the Products and Services, and Your access to the Products and Services shall terminate immediately and without notice of any kind being required.

	eVero may communicate with You by email from time to time about the App or its other products and services and You consent to receive such communications. This Agreement constitutes the complete understanding and agreement between You and eVero with respect to the subject matter of this Agreement, and supersedes all previous agreements between them. This Agreement and the performance hereunder shall be governed by the substantive and procedural laws of the State of New York and the copyright laws of the United States of America, without giving effect to principles of conflict of laws or statutes.  You and eVero agree that the sole and exclusive jurisdiction and venue for any litigation arising from or relating to this Agreement or the subject matter hereof will be a federal or state court located in Nassau County or Suffolk County in the State of New York. You knowingly and voluntarily submit to personal jurisdiction over You in the State of New York and to the exercise of jurisdiction over You by the courts of New York. This Agreement is and shall be binding upon You and eVero, and it shall inure exclusively to the benefit of eVero and its successors and assigns. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. The rights and remedies of eVero set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law or in equity. No waiver of any breach or default under this Agreement shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

© Copyright 2023 by eVero Corporation. All worldwide rights are reserved.