License Agreement
THIS Service License AGREEMENT (“AGREEMENT”) BETWEEN More Practice Profits Ltd AND ITS AFFILIATES (COLLECTIVELY, “More Practice Profits Ltd ”, “WE”, “US”, OR “COMPANY”) AND THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SOFTWARE AND/OR SERVICES UNDER THIS AGREEMENT AND/OR UNDER AN APPLICABLE ORDER FORM (“YOU” OR “CUSTOMER”) AND TOGETHER WITH More Practice Profits, THE “PARTIES”) GOVERNS CUSTOMERS’ ACCESS AND USE OF THE SOFTWARE AND/OR SERVICES.
Preamble:
More Practice Profits Ltd has developed, and provides as a solution “New Patient's On Tap” & “Podiatry Patient's On Tap”. Such solutions are provided to customers on a Software -as -a -Service (SaaS) & Marketing service basis; and
This Agreement governs the Parties’ relation in connection with the Customer’s Subscription, as well as its End User’s access to and usage of the Service (as defined below).
SERVICES PROVIDED:
During the term of the Contract, the Agency shall perform services for the Client in connection with the planning, provision, research, advertising, marketing, consulting, and/or digital marketing services.The Agency shall provide the following services to the Client:Full provision of marketing service for your clinic as detailed in the accompanying email sent with this contract. Support of you and your staff in the form of online training, support group and regular online group calls to help you make your use of our services have the best chance of success.
1. Acceptance of Terms of Service
1.1 By subscribing to Our Services of New Patient's On Tap” & “Podiatry Patient's On Tap” (the “Service”), You accept these Terms of Service (“TOS”) of More Practice Profits Ltd.
1.2 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, You warrant (i) that You are authorized to represent the organization and (ii) that You accept the TOS on behalf of the organization as You are authorized to.
1.3 The TOS may be modified from time to time and all contract renewals will be subject to the TOS in effect at the time of the renewal.
2. Software Access; Restrictions
2.1 Subject to these TOS, we grant the Customer a limited, non-transferable and non-exclusive right to access and use New Patient's On Tap” & “Podiatry Patient's On Taps” proprietary and hosted software products and the related documentation (the “Software” or “Service”) via a web browser.
2.2 New Patient's On Tap” & “Podiatry Patient's On Tap” is hosting the Service and makes the Service available to You for usage via a web browser. Nothing contained in these TOS shall transfer any rights in or to the Service other than those rights specifically contained in this agreement. More Practice Profits Ltd is not obligated to make available or deliver any copies of programs or code in any way, shape or form.
2.3 You shall not (i) copy, modify, alter or create derivative works from the Service; (ii) lease, rent, distribute, or resell the Service; (iii) or use the Service as the basis for creating a competitive solution (or assisting a third party to do so). You will use the Service in compliance with your applicable local, regional, national, and international laws, rules and regulations.
2.4 You shall not, personally or via third-party authorization, (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by More Practice Profits Ltd; (ii) resell, reproduce, duplicate or exploit any part of the Service without Our express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any content from the More Practice Profits Ltd’s software or services without consent.
2.5 The paid license granted to You includes basic support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: acts of God, acts of government, natural disasters, acts of terror, internet service provider (ISP) failures or delays, strikes or other labor events (other than those involving Our employees), or denial of service (DDoS) attacks.
3. Data Protection; Indemnification
3.1 The safety of your data is a priority to Us. You can see how We protect and handle Your data in Our Privacy Policy.
3.2 We are obligated to observe and are working in accordance with Ireland’s data protection laws.
3.3 In the event Your data has been breached, You will be promptly notified of the nature and scope of such breach and We will immediately initiate remedial actions consistent with industry standards.
4. Payment Terms; Commitment Periods
4.1 If Your company resides within the European Union, the fee charged by us includes the local value added tax (VAT). If Your company does not reside within the European Union, all fees exclude relevant duties or taxes. In this case, You are responsible for payment of all such taxes or duties.
4.2 Unless agreed otherwise, Your monthly subscription renews each month automatically until terminated in accordance with this agreement.
4.3 All payments are due within 3 days from the date of the invoice. They have to be paid via our payment portal
4.4 If You fail to pay the invoice within 7 days of the due date, Your access to the Service may be suspended until you contact Us and pay any outstanding invoices.
4.5 The prices for Your subscription may be annually adjusted to compensate for increasing running costs (within reason). These price adjustments will be communicated to You in textual form and shall not apply to any periods that You have already paid for.
4.6 In consideration of the Services provided by the Agency, the Client agrees to pay the Agency a monthly fee as agreed and detailed in the accompanying email.
4.7 The client understands and agrees that there will be additional charges for use of SMS, Whats App, Emails sent and use of the AI capabilities of the software. More Practice Profits Ltd will always aim to help the client keep these charges to a minimum and educate the client on how to do so effectively.
5. Proprietary Rights
5.1 More Practice Profits Ltd owns all rights, titles and interests in and to “New Patient's On Tap” & “Podiatry Patient's On Tap” including without limitation all intellectual property rights, and such rights are protected by Ireland's intellectual property laws.
5.2 More Practice Profits Ltd retains all rights, titles and interests in and to the Software and/or Service as well as modifications and/or enhancements, regardless of whether You have provided inspiration or input regarding such events.
5.3 You retain all rights, titles and interests to all input uploaded to the Service by You, or by Us on Your behalf if this information was already in Your possession. We have no rights or interests in Your personally identifiable information.
5.4 Provided that such use does not reveal personally identifiable information, We may collect, use and disclose the performance and transactional data related to the use of the Software and/or Service for Our business purposes.
6. Employee Responsibility; Illicit Use of the Service
6.1 You accept that More Practice Profits Ltd does not exercise any control over your use of “New Patient's On Tap” & “Podiatry Patient's On Tap” You assume full responsibility for all decisions made with respect to Your use of the Software and/or Service and agree to use such Software and/or Service at Your own risk.
6.2 It is Your sole responsibility to monitor Your company’s compliance with all applicable laws when using Our Software and/or Service.
6.3 Uploaded content and information must be consistent with Your applicable laws. Any and all uploads that may cause harm to Our interests or public image are not permitted. This especially applies to the following:
uploading content in contravention to any applicable data protection, criminal, and copyright laws as well as personality and commercial protection rights;uploading content of any defamatory, harassing, fraudulent, libelous, obscene, virus-containing, unconstitutional, sexist, racist, or pornographic nature.
6.4 In the event that an obligation of this Agreement is violated, We shall, after having issued a prior warning, have the right to restrict access to our Software and/or Service until the Customer ceases the violation and remedies any relevant consequences.
6.5 You will be held responsible for the Actions of Your employees using our Service. You shall indemnify us from any and all claims asserted by other Users, other Customers or other third parties on account of illicit use of the Service by You or any of your employees.
6.6 In the event of any preclusion, termination rights and claims for damages shall not be affected.
7. Liability Limitation
7.1 We shall be liable for damages caused by Us only if such damages are:
caused by gross negligence, malicious intent, or malicious deceptioncaused by the injury to life, body, or healthcaused by breach of fundamental contract obligations, which are the basic duties forming the essence of the Agreement and were decisive for the conclusion of such Agreement. In case of breach of fundamental contract obligations through simple negligence the ensuing liability for damages shall be limited to the foreseeable amount.
7.2 We shall also be liable for any guarantees assumed by Us being violated, pursuant to the scope of the agreed guarantee.
7.3 Any liability not expressly provided for in Paras. 1 and 2 shall be disclaimed.
7.4 More Practice Profits shall not be liable to the client for indirect, special, or consequential damages arising out of this Contract, or advice offered by its staff or contractors including but not limited to lost profits or equipment, or other costs.
8. Term Activation and Termination
8.1 These TOS become effective upon commencement of Your subscription to the Software and/or Service and apply in full until all subscriptions granted in accordance with these TOS have expired or been terminated.
8.2 Your purchased subscriptions or licenses commence on the start date specified in the applicable order and continue for the specified duration.
8.3 You may terminate Your use of Our Software and/or Service by emailing [email protected] .Monthly subscriptions may be terminated with 1 months notice from next payment date. In the case of annual agreements, You may terminate Your subscription with 1 months prior notice to the conclusion of the agreement. You will not receive refunds or credits for the termination of monthly, annual or other subscriptions, unless agreed otherwise.
8.4 We may terminate or suspend Your access to the Service without liability if such termination or suspension is based on Our good faith belief that You have violated any of the TOS and You did not remedy the violation in question within thirty (30) days of Us giving notice of this violation.
8.5 The right to termination for cause and without notice remains unaffected.
8.6 Any notice of termination must be delivered via e-mail in order to be effective.
8.7 Upon Your request made within 30 days after the effective date of termination, We will make a file of Your patient/Lead list in an agreed format available to You. After such a 30 day period, We have no obligation to maintain nor provide any of Your data and may thereafter delete all of Your data in Our possession or under Our control, unless legally prohibited.
8.8 This Agreement shall be effective on the date of signing this Agreement.
8.9 The clients accepts that this is an initial 12 month commitment and will transfer to monthly commitment thereafter
9. Publicity
You agree that We may disclose the fact that You are Our customer. While these TOS are in effect, You grant Us the right to reference Your company name and Your logo in marketing materials online and offline.
10. Miscellaneous
Neither Party will assign its rights or obligations under these TOS without prior written consent of the other Party. Any such assignment shall render this Agreement null and void.
Any disputes that the parties cannot amicably resolve shall be settled by the jurisdiction of the courts of Ireland.
If any provision of this TOS shall be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of this Agreement. The invalid or unenforceable provision shall be replaced with the relevant valid and enforceable provision that as closely as possible reflects the economic intention that the Parties pursued with the invalid or unenforceable provision.
These TOS comprise the entire agreement between Us with respect to the Software and/or Service and supersede all prior representations, agreements and understandings, written or oral.
INTELLECTUAL PROPERTY
Hereby, the Client agrees that any intellectual property provided to him/her by the Coach will remain the sole property of the Coach, including, but not limited to, copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, confidential information or trade secrets.
EXCLUSIVITY
The Parties agree that this Agreement is not an exclusive arrangement and that the Coach is entitled to enter into other similar agreements with other clients.
Acceptance and Signature
The Parties hereby approve the Software and/or Services and/or rates listed above and agree to respect and uphold the full terms of this Agreement.
Confirm your acceptance by Filling Out The Form below:
More Practice Profits Ltd
SIGNEE: Lorcan O Donaile, CEO