1. SERVICES. During the Term (as defined below), OrthoPoP will provide Client access to its website, app, and/or any public facing piece of technology of OrthoPoP (the “Services”), which will include: (a) a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to use the OrthoPoP software application (the “Software”); and (b) as applicable and as available, user manuals and other materials, including updates thereto, made generally available by OrthoPoP to OrthoPoP’s Clients regarding the Software (the “Documentation”). 

2. NO CLINICAL ADVICE.

3.2 Taxes. Unless otherwise stated in this Agreement, OrthoPoP’s fees for or through the Services do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with Client’s purchases of Services, excluding taxes based on OrthoPoP’s net income or property. If OrthoPoP has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 3.2, the appropriate amount shall be invoiced to and paid by Client, unless Client provides OrthoPoP with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. OWNERSHIP OF PROPERTY. OrthoPoP reserves all rights, title, and interest in and to the Services, Software, Documentation, and Materials offered through, or associated with, the Services (collectively, the “Products”), and related personal and intellectual property rights and Confidential Information (as defined below), including, without limitation, all equipment, facilities, supplies, documentation, trademarks, patents, copyrights, software, use licenses, and other items and materials together with all improvements, derivatives, modifications, enhancements, continuations, and continuations in-part thereto, (collectively, the “Intellectual Property”). Client shall have no right, title, or interest of any kind in, to and/or under the Intellectual Property. Except as otherwise explicitly provided herein, Client shall not (and also will not direct, permit or authorize any third party to): (a) modify, copy, alter, duplicate, download, display, transmit, distribute, reverse engineer, access, decompile, disassemble, or create derivative works based on or using the Products or Intellectual Property, OrthoPoP’s system or methods, or the Intellectual Property in any form or media or by any means; (b) frame or mirror any content forming part of the Services, Software, Documentation, or Products; (c) access or use Services, Software, Documentation, or Products in order to (i) build a competitive product or service or (ii) copy any ideas, methods, features, functions, or graphics of the Services, Software, Documentation, Intellectual Property or Products; (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit any part of the Services, Software, Documentation, Intellectual Property, Products, or otherwise make any part of the Services, Software, Documentation, Intellectual Property, or Products available to any third party; (e) circumvent or disable any security or other technological features or measures of the Software; or (f) remove or otherwise transfer any Intellectual Property from the original installation location except by prior written consent of OrthoPoP. Client shall exercise reasonable care in the use of the Intellectual Property and will be responsible for all loss and/or damage to the Intellectual Property resulting from any action or inaction of any owner, director, officer, employee, representative or agent of Client.

5. CLIENT CONDUCT.

5.1 Prohibited Uses of Services. Client agrees not to use the Services or the Software to take any action(s) that (and Client’s continued use of the Software and Services are conditioned on not taking any action(s) that): (a) are patently offensive and promote racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person or group; exploits people in a sexual or violent manner; or contains nudity, violence, or offensive subject matter or contains a link to an adult website; (b) involves the transmission of “junk mail,” “chain letters,” or “unsolicited mass mailing”, “instant messaging”, “phishing”, “spimming” or “spamming”; (c) promotes information that Client knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or video or links to pirated files; (d) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (e) involves commercial activities and/or sales without OrthoPoP’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (f) are contrary to OrthoPoP’s public image, goodwill, or reputation; (g) infringe on OrthoPoP’s or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (h) express or imply that any of Client’s statements, activities or causes are endorsed by OrthoPoP, without OrthoPoP’s prior written consent in each instance; (i) transmit any trade secret or other material, non-public information about any person, OrthoPop or entity without the authorization to do so; (j) “frame” or “mirror” any part of the Services without OrthoPoP’s prior written authorization; (k) distribute any virus, worm or other similar or deleterious files, scripts or programming routines; (l) interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of OrthoPoP or OrthoPoP’s licensors or suppliers; (m) forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission; and/or (n) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the OrthoPoP’s servers or any data not intended for Client. Further, Client agrees not to use the Services to participate in: (1) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or violation of the privacy or publicity rights of third parties and (2) advertising to, or solicitation of, any Client to buy or sell any products or services through the Services. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any clients without their prior explicit consent. 

5.2 Other Prohibited Uses of Services and Termination of Services. Client agrees not to attempt to impersonate another client or other individual, and Client acknowledges that Client has an expectation of privacy. While OrthoPop will take reasonable measures (and any measures required by law) to protect any personal information, OrthoPoP cannot guarantee the security of any information Client discloses; Client makes such disclosures at Client’s own risk. Also, Client should be skeptical about information provided by others, and Client acknowledges that the use of the Services is at Client’s own risk. If Client becomes aware of misuse of the Services by any person, please contact OrthoPoP’s corporate office. Additionally, OrthoPoP may review Client’s use of Services, Software, and/or Documentation and determine in OrthoPoP’s sole discretion whether the manner in which Client is using Services, Software, and/or Documentation is in violation of this Agreement or is otherwise prohibited. Upon any determination that Client has violated this Agreement, or a particular use is prohibited, Client shall promptly terminate that use within twenty-four (24) hours of receipt of notice from OrthoPoP that such use is prohibited (the “Use Cure Period”). In the event Client fails to cure such prohibited use within the Use Cure Period and, notwithstanding anything herein to the contrary, OrthoPoP shall have the right to terminate this Agreement immediately for cause. For purposes of this Section 5 only, and notwithstanding anything to the contrary in this Agreement, notice shall be deemed to have been given by OrthoPoP upon OrthoPoP’s receipt of an electronically generated delivery receipt after sending such notice to Client via email.

6. PUBLICITY; TRADEMARKS. Neither party may issue press releases or any other public announcement of any kind relating to the terms herein without the other party’s prior written consent. Client grants OrthoPoP the right to gather data from the Software being used by Client in connection with the Services for OrthoPoP’s reasonable commercial purposes. OrthoPoP may use Client demographic data collected from the Software and/or Client (excluding personal health information) on an anonymized basis in case studies and research created by OrthoPoP. Except as set forth herein, Client may not use the trademarks and trade names of OrthoPoP without the prior written consent of OrthoPoP.

7. CONFIDENTIALITY. The Receiving Party (as defined below) shall not disclose or use any Confidential Information (as defined below) of the Disclosing Party (as defined below) for any purpose outside the scope of the terms herein, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of running the Services, provided that such employees and contractors shall be bound by this Agreement or terms substantially similar to those herein. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a reasonable degree of care. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. Notwithstanding the expiration or termination of this Agreement for any reason, the obligations of confidentiality and non-use set forth in this Section 7 shall continue indefinitely and in perpetuity after such expiration or termination. “Confidential Information” means all confidential, personal and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), including all such information to which the Receiving Party has access through the Disclosing Party, unless such information is designated in writing as non-confidential or is described below as being excluded from the definition of Confidential Information. Confidential Information shall expressly include, without limitation, the terms of this Agreement (including fees and other terms), provision of Services, the Software, the Documentation, Intellectual Property, product plans, business and marketing plans, business model, technology and technical information, product designs, business processes and any information about the Disclosing Party’s customers, clients, affiliates, or licensors. Notwithstanding the foregoing, each party may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such party after such party and the potential purchaser or successor have entered into a customary agreement prohibiting disclosure of Confidential Information. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

8.2 Client Warranties. Client represents to OrthoPoP as follows: (a) Client has the authority to enter into and perform Client’s obligations under this Agreement; (b) Client has secured and will maintain any and all rights, consents and/or releases, including all intellectual property rights, necessary to grant the licenses herein, including from any independent contractors, conferences or organizations, and parents of clients that are minors; (c) there are no existing or threatened claims or litigation which would materially adversely affect or materially adversely impair Client’s ability to perform under this Agreement; (d) Client has no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of this Agreement or the use or enjoyment by OrthoPoP of any of the rights herein granted; and (e) Client has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to OrthoPoP.

8.3 General Disclaimer. EXCEPT as otherwise specifically provided herein AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND ORTHOPOP EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS OR DELAYS AND ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY ORTHOPOP. ORTHOPOP SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR THE PROCUREMENT, INSTALLATION, OR MAINTENANCE OF ANY EQUIPMENT ON WHICH THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS ARE ACCESSED BY CLIENT. THE SERVICE IS PROVIDED ON AN “AS IS,” “WHERE AVAILABLE” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORTHOPOP DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE (INCLUDING ANY PAID SERVICE) AND THIRD-PARTY MATERIALS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, AND TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ORTHOPOP OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ORTHOPOP, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT ORTHOPOP DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

FURTHER, ORTHOPOP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ORTHOPOP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights that vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both OrthoPop and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers, and service providers (including, but not limited to, sponsor organizations facilitating use of or purchasing access to the service for individuals affiliated with the organization) (collectively, the “Affiliated Entities”), and their respective successors and assigns.

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY ORTHOPOP ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY ORTHOPOP OR THIRD PARTIES IN CONNECTION WITH APPLICABLE PRODUCTS OR SERVICES.

The Service may contain links to third-party information, products, services, or other materials that are not owned or controlled by OrthoPop (such materials, “Third-Party Materials”). OrthoPop does not endorse, warrant, or assume any responsibility for any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third-Party Materials, or any intellectual property rights therein. Third-Party Materials are subject to their own intellectual property rights and may not be reproduced without such Third-Party consent. You may not: (i) engage in deceptive, misleading, illegal, and/or unethical practices in connection with the marketing, distribution, and use of Third-Party Materials, (ii) make false or misleading representations with regard to any Third-Party Materials; (iii) abridge, modify, translate, or create any derivative work based on the Third-Party Materials; (iv) distribute the Third-Party Materials as a standalone product or private label; (v) modify or edit the Third-Party Materials; or (vi) reverse engineer, decompile, disassemble, decipher, re-engineer, or otherwise create or attempt to create or permit, allow, or assist others to determine the codes related to the Third-Party Materials. Nothing in this Agreement shall be deemed to be a representation or warranty by OrthoPop with respect to any Third-Party Materials. We have no obligation to offer or monitor Third Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Service at any time. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and OrthoPop’s Privacy Policy do not apply to your use of such Third-Party Materials. Any exchange of data between Users and a Third Party is solely between them. Users are responsible for any fees to the Third Party, and use of Third-Party Materials are subject to such Third-Parties’ terms of service and privacy policies. You expressly relieve OrthoPop from any and all liability arising from your use of any Third-Party Materials, including User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that OrthoPop shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. To the extent we are bound by a limitation of liability, disclaimers, regarding warranties or representations, or other applicable terms through our provision of making available the Third-Party Materials, you agree to be bound by the same, to the extent permitted by law. Further, your use of Third-Party Materials is at your own risk and is subject to any additional terms, conditions, and policies applicable to such Third-Party Materials (such as terms of service or privacy policies of the providers of such Third-Party Materials).

14.1 Term of this Agreement. The term (the “Term”) of this Agreement shall commence as of the date of Client’s acceptance of this Agreement and continue until terminated as set forth herein. A non-breaching party may terminate this Agreement at any time upon at least sixty (60) days prior written notice to the other party. Improper notice hereunder will be deemed invalid, non-effective, and null and void. On or before the date of a termination pursuant to this Section 14.1, Client shall pay OrthoPoP all amounts owed through the date of such termination, together with all applicable penalties and fees.

14.2 Termination for Cause. A non-breaching party may terminate this Agreement for cause: (a) if the breaching party fails to cure a material breach within fifteen (15) days following written notice of such material breach; (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (c) pursuant to Section 2 herein; or (d) pursuant to Section 5 herein. Upon any termination for cause by Client, OrthoPoP shall refund Client any prepaid fees covering the remainder of the Term after the date of termination. Termination for cause by Client shall not relieve Client of the obligation to pay any amounts owed to OrthoPoP prior to the date of termination. Upon any termination for cause by OrthoPoP, Client shall pay OrthoPoP all amounts owed for all Services performed through the date of termination, together with all applicable penalties, fees (including reasonable attorneys’ fees), costs, interest, and expenses, including reasonable collection fees and costs.

14.3 Indemnification. Client shall defend, indemnify, and hold OrthoPoP harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against OrthoPoP arising from or related to: (a) Client’s breach of the of the terms herein, to include improper use of the Services; (b) the acts or omissions of Client and/or Client’s employees, agents, contactors, volunteers, or representatives in connection with Client’s installation, operation, access to, and/or use of the Services, Software, or Documentation; (c) the violation, infringement, or misappropriation by Client or any employee, agent, contactor, volunteer, or representative of Client of the Intellectual Property or Confidential Information of OrthoPoP; or (d) Client’s negligence or willful misconduct.

15. RESTRICTIONS. Client shall not (a) allow third parties or develop methods for third parties to use the Services, Software, Documentation, or Products; (b) except as provided by applicable law, decompile, disassemble, or reverse engineer the Software, in whole or in part, and Client shall not attempt to obtain in any other manner any Software source code, and shall not carry out any action to the detriment of any intellectual property rights of OrthoPoP; (c) make copies, execute, publish, or reproduce Software or Documentation, unless expressly authorized herein (and all copies must maintain all copyright notices); (d) develop any derivative works or any type of software program based on the Software, the Documentation, or any other Confidential Information; (e) make available, reveal, disclose, offer, or allow the use of Software by third parties, without the prior written consent of OrthoPoP; (f) alter or modify the Software without the prior written consent of OrthoPoP; (g) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, including without limitation any mechanism used to restrict or control Software functions; (h) provide or offer access to any third party to any restricted online access keys or authentication passwords provided by OrthoPoP in connection with the Software; or (i) disclose to any third party any benchmarking or comparative study involving the Software or Documentation. 

16. ADDITIONAL TERMS FOR MOBILE APPLICATIONS 

16.1 Mobile Applications. We may make available software to access the Service via a mobile device (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. OrthoPop does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. OrthoPop hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one User Account on one mobile device owned or leased solely by you, for your personal use, or for use on our website. You may not: (i) create multiple User Accounts; (ii) modify, disassemble, decompile, or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (iii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iv) make any copies of the Mobile Applications; (v) remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (vi) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that OrthoPop may from time-to-time issue upgraded versions of the Mobile Applications and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of this Agreement will apply to all such upgrades; further, that the failure to enable upgrades may limit the intended functionality of the Services. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and OrthoPop or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in this Agreement, is void. OrthoPop reserves all rights not expressly granted under this Agreement. If the Mobile Applications is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Applications originates in the United States and is subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Service.

16.2 Mobile Applications from Apple App Store. The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple Sourced Software”): You acknowledge and agree that this Agreement is solely between you and OrthoPop, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Sourced Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to OrthoPop as provider of the software. Any inquiries or complaints relating to the use of the Apple-Sourced Software, including those pertaining to intellectual property rights, must be directed to OrthoPop in accordance with the Contact section below. The license you have been granted herein is limited to a non-transferable license to use the Apple-Sourced Software on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the Apple-Sourced Software may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the Apple-Source Software, such as your wireless data service agreement. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to OrthoPop as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, OrthoPop, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and OrthoPop acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

16.3 Mobile Applications from Google Play Store. The following applies to any Mobile Applications you acquire from the Google Play Store (“Google Sourced Software”): (i) you acknowledge that this Agreement is between you and OrthoPop only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) OrthoPop, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to OrthoPop’s Google-Sourced Software.

17. CONSENT TO ELECTRONIC COMMUNICATIONS

By accessing or using the Service, you are consenting for OrthoPop, the Providers (as defined below), and its and their affiliates, agents, representatives, suppliers, and service providers to send to your electronic communications, including email communications, SMS text messages about the Service. You understand that SMS text messages and unencrypted emails are not secure and run the risk of being intercepted by unauthorized parties. Our Platform has a built-in text messaging function with security controls. You understand that if you choose to send us text messages or emails outside of the Platform, we may respond and that these information exchanges may not be secure, and you accept that risk.

You consent to receive communications relating to the Services in electronic form. The communications covered by your consent may include, but are not limited to: (i) any initial disclosure statement or agreement governing your access to or use of the Services, 

You may not access or use certain features of the Services unless you also provide your consent to receive electronic communications. If you have registered for online services (such as mobile alerts) and you subsequently wish to withdraw your consent to receive future electronic communications, you must unsubscribe from each service you have elected to receive your consent in order to completely withdraw from electronic communications. Any withdrawal of your consent to electronic communications will be effective only after there has been a reasonable period of time to process such withdrawal request.

In order to access your electronic communications, you must have a computer, mobile device, or other device with internet-browsing capabilities, an internet connection and a means to print or store notices and information through your browser software. Such technology requirements may change from time to time. Any changes in such requirements that may affect your access to electronic communications related to your access to and use of the Services will be posted on the applicable websites or mobile services. You should periodically check for such posted information.

All communications in either electronic or paper format from us to you will be considered to be in writing. You should print or download a copy of this consent, this Agreement, and any other electronic communication that is important to you for your records.

You acknowledge that by clicking on the “I Agree,” “Register,” “Continue,” or any similar button provided in connection with this Agreement, you are indicating your intent to sign up for electronic communications, and that such action shall constitute your signature.

You acknowledge and agree that (i) your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act; and (ii) you and OrthoPop, the Providers, and its and their affiliates, agents, representatives, suppliers, and service providers, intend that the Act apply to the fullest extent possible to validate the ability to conduct business and communicate with you by electronic means.

18. CHANGES. OrthoPoP, in OrthoPoP’s sole discretion and without liability to Client or any third party, may from time to time: (a) change or alter any aspect of the Services, Software, Documentation, and/or Products; (b) make enhancements, updates, and upgrades to the Services, Software, Documentation, and/or Products as OrthoPoP deems necessary or desirable; (c) make changes in the titles, names, format, features, functions, process, organization, or content of the Services, Software, Documentation, Products or a portion thereof; and/or (d) alter the existing methods and/or manner of disseminating the Services, Software, Documentation, and/or Products (collectively, “Changes”). Client shall comply with such Changes. OrthoPoP shall endeavor to use reasonable efforts to provide Client with notice of any material Changes unless a malfunction in OrthoPoP’s system requires otherwise or circumstances preclude notice.

19. RESERVATION OF RIGHTS. OrthoPoP hereby expressly reserves any and all rights, licenses, and permissions in and to the Services, Software, Documentation, and Products other than those limited rights explicitly provided to Client in accordance with the terms herein.

20. REDISTRIBUTION. Client shall not redistribute any Services, Software, or Documentation, or otherwise make Services, Software, or Documentation available, to any person other than as this Agreement permits. 

21. PRIVACY POLICY. Client agrees to the terms of the OrthoPoP Inc. Privacy Policy, as it may be updated from time to time.

22. GENERAL PROVISIONS. The parties are strictly and solely independent contractors. There are no third-party beneficiaries to this Agreement. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The provisions of this Agreement and the provisions herein are severable and the unenforceability of any provision shall not affect the validity or enforceability of such other provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by OrthoPop without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction. This Agreement is and shall be deemed to have been made in Indiana and shall be governed exclusively by the internal laws of the State of Indiana, without regard to conflicts of laws rules (including Indiana’s). Any claims relating to this Agreement shall be brought in state or federal courts located in Marion County, Indiana and each party hereby consents to the exclusive personal and subject matter jurisdiction of such courts. Each party also waives any right to a jury trial in connection with this Agreement. If either party hereto resorts to legal action for the redress of a breach of this Agreement, the prevailing party shall be entitled to an award of all costs and reasonable attorneys’ fees. OrthoPoP may, in its sole and absolute discretion, modify, amend, or waive any provision of this Agreement and such modification, amendment, or waiver shall be effective upon written notice to Client. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client proposal or in any other Client order documentation that conflicts with this Agreement shall be incorporated into or form any part of this Agreement. The language used in this Agreement shall be deemed to be language chosen by both parties to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted or to any term or condition of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, supersedes all prior agreements, whether written or oral, and supersedes and merges all prior discussions between the parties.

23. NOTIFICATION PROCEDURES. OrthoPop may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, through posting of such notice on our Service, or through any other reasonable means, as determined by OrthoPop in our sole discretion (any means of which shall be considered notice for purposes of this Agreement). OrthoPop reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. OrthoPop will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. OrthoPop is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

24. Digital Millennium Copyright Act ("DMCA")

OrthoPoP respects the intellectual property rights of others. Per the DMCA, OrthoPop will respond expeditiously to claims of copyright infringement on the Site if submitted to OrthoPop’s corporate office. Upon receipt of a notice alleging copyright infringement, OrthoPop will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.

If you believe that your intellectual property rights have been violated by OrthoPop, or by a third party who has uploaded materials to our website, please provide the following information to OrthoPop:

1. A description of the copyrighted work or other intellectual property that you claim has been infringed;
2. A description of where the material that you claim is infringing is located on the Site;
3. An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not OrthoPop, can contact you;
4. A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
6. Your electronic or physical signature.

OrthoPoP may request additional information before removing any allegedly infringing material. In the event OrthoPop removes the allegedly infringing materials, OrthoPop will immediately notify the person responsible for posting such materials that OrthoPop removed or disabled access to the materials. OrthoPop may also provide the responsible person with your email address so that the person may respond to your allegations.