LICENSE AGREEMENT

This is a legal agreement (“Agreement”) between the customer (“You”) and Nurse Backpack, LLC a Delaware limited liability company, (“Company”), for the use of the document (“Document”) management application available at www.nursebackpack.com (the “Service”) to provide nurses, nursing students and other healthcare personnel (“End Users”) access to the Service.

1. SERVICE LICENSE. Company hereby grants You a non-exclusive, limited license to make the Service available via a download link to end users who will use the Service for document management (“End Users”), subject to the terms of use of the Service available at www.nursebackpack.com/terms.   (the “Terms of Use”).
   1. This License includes access to an administrative dashboard (“Dashboard”), through which You may track downloads of the Service, view the use of the Service by End Users as set forth in Section 1(b) hereof  to the extent you have paid for such access as set forth on the Order Form attached hereto (“Viewable Accounts”), and request that the information available to You in such Viewable Accounts be sent to you in PDF format.
   2. This License further includes the right to have Your company name and logo (“Logo”) appear on the home page or mobile application of the Service as viewed by Your End Users; provided, however, that upon You delivering Your Logo to Company, You grant to Company a non-exclusive limited right to display Your Logo on the Service for the purposes stated herein, and Company agrees to update or modify Your Logo on the Service as instructed by You within a reasonable time after receiving instructions and an updated or modified Logo from You.
   3. Subject to the Terms of Use, the End Users may:
      1. Upload and manage their own Documents, which shall be viewable by You through the Dashboard;
      2. Change or update their personal information within their account, which shall be viewable by You.
      3. Make private notes (“Notes”) within their account to the extent that certain locations for uploading Documents in the Service are marked “Private Notes”, which shall not be viewable by You;
   4. You shall offer access to the Service to Your End Users via a URL (“URL”) that Company will provide to You. You may share this URL with End Users, and You may do so in any medium whatsoever, including but not limited to, e-mail or via a website.
   5. You acknowledge that providing an End User access to the Service provides that End User with authority to upload, create or share text, images and other data (“Content”) viewable in Your account. You also acknowledge an End User may copy, download, transfer or otherwise export Content while such End User has access to the Services through Your account. Company shall have no liability whatsoever for any Content uploaded to, created on, shared through, or copied, downloaded, transferred, or otherwise exported from the Service.
   6. You are responsible for ensuring that appropriate personnel at Your business (“Administrative Personnel”) are given access as administrators to Your account, and You are responsible for removing administrative privileges from individuals who no longer require such privileges. You are responsible for all actions taken in the Service by Administrative Personnel.

1. LIMITATIONS ON USE. Except to the extent otherwise permitted under this Agreement; You agree, on behalf of Yourself and Your End Users, not to:
   1. Sell, rent, lease, sublicense or otherwise transfer or distribute any copies of the Service to any third parties;

1. Modify, translate, reverse engineer, decompile, or disassemble the Service (except to the extent applicable law specifically permits such activity);

1. Create derivative works based upon the service or Service; without the prior written consent of Company;

1. Alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Service;

1. END USER DATA. Company shall not share the personal information, Documents or Notes of End Users with any third party in the healthcare personnel staffing business (“Staffing Business”), except to the extent that a Staffing Business is wholly owned by one or more health care providers, as that term is defined in 1861(s) of the Health Insurance Portability and Accountability Act (“HIPAA”), 42 U.S.C. §1395x(s) (“Health Care Providers”).

1. FEES.
   1. You will be charged the amounts listed on the Billing page at nursebackpack.com, at the end of each 30-day period after the date You first access the Services (the “Subscription Term”), based upon the number of Viewable Accounts in your Dashboard on the last day of the Subscription Term.  All charges associated with Your access to and use of the Service (“Subscription Charges”) are due in full on the last day of the Subscription Term. If You fail to make any payment when due, in addition to all other remedies that may be available: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including but not limited to attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days following written notice thereof, Company may, in its sole discretion, disable access to the Service via the URL provided to You and to all of Your End Users until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to You, any End User, or any other person by reason of such disabling of access to the Service.
   2. All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on Company’s income.
   3. No refunds or credits for Subscription Charges or other fees or payments will be provided.
   4. The Services provide for all Subscription Charges to be paid by credit card, debit card, bank draft or certain other payment instruments. You will receive a receipt upon each acceptance of payment.  You hereby authorize the Company to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms set forth above or until Services terminates, and You further agree to pay any Subscription Charges so incurred. You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. The Company uses a third-party agent (“Payment Agent”) to manage credit card processing and the Company does not store, retain or use Your billing information except to process Your credit card information for the Payment Agent.

1. INTELLECTUAL PROPERTY RIGHTS.
   1. Except for the limited License granted herein, Company retains all right, title and interest in and to the Services and all its components, modifications, improvements, and upgrades. This includes any information that Company and its service providers may collect and analyze in connection with the Services, such as usage patterns, End User feedback, Your feedback (collectively, “Feedback”) and other information to improve and enhance the Services. You hereby grant to Company, on behalf of Yourself and Your End Users, a non-exclusive, royalty-free perpetual license with right of transfer and sublicense, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of, and otherwise exploit any Feedback, without restriction and in any media now known or hereinafter conceived. The foregoing notwithstanding, End Users shall retain all of their rights to their own entries in the Service, including but not limited to, their own Credentials, and any Notes they take on or upload through the Service (collectively, “End User Data”), and nothing in this Agreement shall be deemed an assignment of End User Data to Company or to You.
   2. You grant Company a limited, non-exclusive, royalty-free license to reproduce Your company name and logo on the Service for the sole purpose of providing End Users with a “branded” URL and Service. You acknowledge that your name and logo will remain on the Service for Your End Users, even if You terminate the Agreement.

1. SUPPORT AND MAINTENANCE. Company shall be responsible for maintenance of the Service, including but not limited to, reasonable diligence to correct verifiable and reproducible errors when reported to Company. Company shall make support available via email at help@nursebackpack.com, and shall make best efforts to respond to such questions within forty-eight (48) hours.

1. DATA SECURITY. Company has implemented certain technical and organizational measures designed to prevent accidental loss of and authorized access to and use of Content stored in the Service. Company makes no guarantee that the Service shall be completely free from attempts at unauthorized access or that none of those attempts will be successful. If You become aware of unauthorized access to Your account, it is Your responsibility to notify the Company promptly.

1. ASSIGNMENT. You may not assign this License Agreement under any circumstances without Company’s written consent. Company may assign this License Agreement in the to an entity that is acquiring all or substantially all of the Company’s assets, or in the event of a genuine corporate restructure.

1. TERM AND TERMINATION.

1. You may terminate this License Agreement at any time with thirty (30) days’ notice to Company. Company may terminate this License Agreement upon a breach of Section 2 or Section 3 of the Agreement, if such breach is not cured in thirty (30) days, or in a shorter period of time if such shorter period is set forth in either Section 2 or Section 3.  
2. Termination of this License Agreement shall terminate Your access to the Viewable Accounts. Although termination may not result in termination of End User’s access to the Service, subject to Company’s discretion, Your   
3. Termination shall not relieve You of any obligation to pay Fees incurred prior to the date of termination.

1. REPRESENTATIONS AND WARRANTIES. Each party to this Agreement represents and warrants that it has the power and authority to enter into and perform the obligations set forth in this Agreement. You further warrant that all End Users to whom You give access to the Service are credentialed nurses, nursing students or other healthcare professionals.

1. DISCLAIMER OF WARRANTIES. APART FROM THE WARRANTIES SET FORTH IN SECTION 8 ABOVE, TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR DATA SECURITY. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS OR THE REQUIREMENTS OF YOUR END USERS, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SERVICE WILL BE CORRECTED.

1. LIMITATION ON LIABILITY.  COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO YOUR END USERS, AND SHALL HAVE NO LIABILITY TO YOU FOR THE ACTS OR OMISSIONS OF YOUR END USERS. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY UNAUTHORIZED USE OR MODIFICATION OF THE SERVICES. COMPANY’S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY YOU DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.

1. LIMITATION FOR CLAIMS. All claims against Company must be instituted within one (1) year of the act or omission by Company from which such claim arises.

1. RESERVATION RIGHTS. Any rights not expressly granted herein are reserved by Company.

1. MISCELLANEOUS.
   1. In the event any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under the law of any state having competent jurisdiction or the United States of America, such unenforceability shall not affect any other provision, and the unaffected provision shall then be construed as if such unenforceable provision or provisions had never been contained herein.
   2. This Agreement may not be released, discharged, altered, amended, modified or renewed except by a writing signed by duly authorized representatives of each of the parties.  Failure of either party to complain of any act or omission of the other party shall not be deemed to be a waiver of any rights under this Agreement.
   3. This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the parties.  Both parties are independent contractors. There are no third-party beneficiaries to this Agreement.
   4. This Agreement shall be governed, construed, and enforced in accordance with rules and laws of the United States of America and the State of Tennessee.  The parties agree to the exclusive jurisdiction of the courts located in Davidson County, Tennessee.
   5. This Agreement will bind and inure to the benefit of the parties, their respective successors and assigns.
   6. All notices between the parties shall be in writing (which shall include e-mail) and shall be delivered, if to Customer at the email address(es) for the Administrator Account, and if to Company, to Nurse Backpack, LLC, 311 White Bridge Road, Suite D, Nashville TN 37209, help@nursebackpack.com, with a copy to: Nurse Backpack Legal, c/o of Aaron Sanders PLLC; general@aaronsanderslaw.com.
   7. This Agreement, together with the Terms of Service and any and all Exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous oral or written agreements between the parties. In the event of conflicts between the documents, the order of precedence shall be: (1) this Agreement, and (2) any other Software documentation.

Latest update: September 19, 2018