This End User License Agreement (“EULA”) is a legal agreement between you, as the end user (“You”), and VOALTE, Inc., a subsidiary of Hill-Rom Holdings, Inc., (“VOALTE”) for the software application and associated media and electronic documentation and other materials that accompany this EULA (collectively, the “Licensed Application”). The Licensed Application is licensed, not sold, to You. BY INSTALLING OR OTHERWISE USING THE LICENSED APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND, DO NOT INSTALL OR OTHERWISE USE THE
LICENSED APPLICATION. VOALTE reserves all ownership and intellectual property rights in and to the Licensed Application.
This Licensed Application is supported on mobile devices, which are supported on certain data networks, and enables users to access, review and use certain data (and perform certain actions with such data) where such data is provided by a connection to an instance of VOALTE server application. The server application is licensed under a separate master terms and conditions agreement (“Master Agreement”) with VOALTE that must also be entered into by You, Your employer, or another such affiliated party in order for You to have access to the Licensed Application.
a. Grant of License: This license granted to You, and accepted by You, for the Licensed Application by VOALTE is limited to a non-exclusive, non-transferable, non-sublicensable, revocable limited license to download and run the Licensed Application on Your mobile device solely for use in connection with Your provision of medical care to patients including transmitting, accessing, managing, collecting, and displaying Patient Information (defined in section f. below) by and among authorized Healthcare Providers (defined in section g. below). as an end user of the Licensed Application, who: (1) connects to a properly licensed version of the server application offered by VOALTE under the Master Agreement that supports connection to the VOALTE application; and (2) is using any mobile device that You own or control. The Licensed Application is the intellectual property of, and is owned by, the VOALTE. The structure, organization, and code of the Licensed Application are the valuable trade secrets of VOALTE. The Licensed Application is protected by law, including, but not limited, to the copyright laws of the United States and other countries and by the provisions of international treaties. Title in and to the Licensed Application shall remain exclusively in VOALTE, subject to the license granted to you pursuant to this Section. VOALTE reserves all rights not expressly granted.
b. License Restrictions: This license does not allow You to use the Licensed Application on any mobile device that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute, or sublicense the Licensed Application. You further agree to not use the Licensed Application to transmit, access, or communicate any data that you do not have the right to transmit, access, or communicate under applicable law, including the Health Insurance Portability and Accountability Act of 1996 as modified by the Health Information Technology for Economic and Clinical Health Act and all rules, regulations, and related laws and acts promulgated under and in connection therewith (collectively, “HIPAA”), under similar more stringent state laws, or under a contractual or fiduciary relationship. You may not copy (except as expressly permitted by this license and the Master Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do the proceeding is a violation of the rights of VOALTE. If You breach this restriction, You may be subject to prosecution and damages. You are not permitted to use the Licensed Application for any purpose other than as expressly permitted under this EULA. You acknowledge that VOALTE may audit Your use of the Licensed Application. The terms of this EULA will govern any upgrades provided by VOALTE that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern, and You agree to promptly install any such upgrade and cease use of the prior version. If You violate any of the foregoing restrictions, this license shall automatically terminate.
c. Data protection. VOALTE will process your personal data for providing the Licensed Application to You. For more details about what personal information is processed by VOALTE, including for what purposes and what rights You may have, please read the VOALTE Application Privacy Statement available here.
d. Term. This license shall commence upon Your downloading of the Licensed Application and shall terminate upon Your discontinuing use of the Licensed Application, unless earlier terminated by VOALTE. Your rights under this license will terminate automatically without notice from VOALTE if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
e. Services; Third Party Materials. The Licensed Application may enable access to VOALTE and third-party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service. You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that VOALTE shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include, or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third-party web sites. By using the Services, You acknowledge and agree that VOALTE is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. VOALTE does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials, or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Neither VOALTE, nor any of its content providers guarantees the availability, accuracy, completeness, reliability, or timeliness of any information or data displayed by any Services.
You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information, or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that VOALTE is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
f. Patient Information. You acknowledge and agree that the Licensed Application may be used to transmit, collect, access, manage, and display Patient Information by and among You and other authorized Healthcare Providers, and their employees and contractors. You acknowledge and agree that Patient Information related to Your treatment of patients may be stored by VOALTE and/or its licensees and service providers in connection with providing the Licensed Application and its related services, as well as shared among other users of the Licensed Application and its related services. You acknowledge and agree that the Patient Information stored by VOALTE shall not serve as the system of record for any patient, Healthcare Provider, any business associate of a Healthcare Provider, or any affiliates of the foregoing. “Patient Information” means, collectively, information and data related to patients, the provision of health care to patients, their health status, medical records, and related information and documents, including treatment forms, authorization forms, images, reports, and lab and test results, medical treatments performed by You and/or other Healthcare Providers.
g. Medical Advice and Treatment. VOALTE does not provide medical advice, diagnosis, or treatment. You acknowledge and agree that the Licensed Application is merely a conduit of information related to patients and the provision of healthcare to patients by independent third party Healthcare Providers including Yourself, physicians, physician assistants, nurses, paramedics, emergency care responders, other physician extenders, healthcare systems, healthcare facilities, or other providers of healthcare services (collectively, “Healthcare Provider(s)”). You acknowledge and agree that the Healthcare Providers are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all medical services, advice, instructions, treatment decisions, and other professional health care services performed, and that all diagnoses, treatments, procedures, and other professional health care services will be provided and performed exclusively by or under the supervision of Healthcare Providers as they, in their sole discretion, deem appropriate. You further acknowledge and agree that VOALTE does not provide or endorse any medical advice on or through the Licensed Application and no information obtained through the Licensed Application can be so construed or used. VOALTE will have and exercise absolutely no control, authority, or supervision over the provision of any medical services or other professional health care services. The use of the Licensed Application, all text, graphics, images, audio content, audiovisual content, data, other materials and any other information provided on or entered into or made available through the Licensed Application, including all healthcare related information, whether provided by You, the entity or organization with which You are employed or otherwise affiliated ("Your Organization"), other Healthcare Providers, or other third parties (collectively, “Content”) is solely Your responsibility. VOALTE will make all reasonable efforts in accordance with applicable laws and agreements to safeguard the integrity and availability of the Content. Further, when using the Licensed Application, information may be transmitted over a medium that may be beyond the control and jurisdiction of VOALTE and its suppliers. Accordingly, VOALTE assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Licensed Application that is reasonably determined to be beyond VOALTE control. Accordingly, You acknowledge and agree that You are solely responsible for all medical services, advice, instructions, diagnoses, treatments, procedures, and other services You provide in connection with using the Licensed Application or otherwise.
h. Indemnity. In the event of any third-party claim that the Licensed Application or Your possession and use of that Licensed Application infringes that third party's intellectual property rights, VOALTE will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim as described herein. Provided that you have used the Licensed Application in accordance with the terms of this Agreement; You and/or Your employer or other such affiliated party is not in breach of the Master Agreement; and You promptly notify VOALTE of any claim against You of the type described below, VOALTE agrees to defend or settle, and to indemnify and to hold You harmless from, any such claim brought against You to the extent that: (1) it is a claim of infringement of any patent, copyright, or trademark, in each case enforceable in the United States or other countries (2) it is based on the use of the Licensed Application in the form supplied to You by VOALTE; and (3) it is not based on the use of the Licensed Application in combination with other hardware or software. You will promptly notify VOALTE in writing of the claim within seven (7) days of Your notice or knowledge of such claim, promptly provide VOALTE with the information reasonably required for the defense of the same and grant to VOALTE exclusive control over its defense and settlement. VOALTE may at its sole option and expense: (i) procure the right for You to continue to use the Licensed Application; (ii) modify or replace the Licensed Application or such portion thereof as VOALTE deems appropriate; or (iii) terminate Your license to the Licensed Application and refund any fees You paid for use of the Licensed Application. This section states the entire liability and obligation of VOALTE to You with respect to infringement of any intellectual property rights. In addition, third party Services and Third-Party Materials that may be accessed from, displayed on, or linked to or from the mobile device are not available in all languages or in all countries. VOALTE makes no representation that such Services and Third-Party Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Third-Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. VOALTE, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will VOALTE be liable for the removal of or disabling access to any such Services. VOALTE may also impose limits on the use of or access to certain Services, in any case and without notice or liability VOALTE technical support organization may provide technical support for the Licensed Application directly to the entity that is properly licensed under the Master Agreement for the corresponding server software (which works in conjunction with the Licensed Application for which You are licensed).
i. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("APPLICATION SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VOALTE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY APPLICATION SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VOALTE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR APPLICATION SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR APPLICATION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR APPLICATION SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VOALTE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR APPLICATION SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT YOU PAID A PURCHASE PRICE FOR THE LICENSED APPLICATION, IN THE EVENT OF ANY FAILURE OF THE LICENSED APPLICATION TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY THE APPLICABLE THIRD PARTY THROUGH WHICH YOU PURCHASED IT FOR A REFUND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUCH THIRD PARTY WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE LICENSED APPLICATION. SUCH THIRD PARTY SHALL HAVE NO WARRANTY OBLIGATION WHATSOEVER TO ADDRESS ANY OF YOUR CLAIMS OR CLAIMS OF ANY THIRD PARTY RELATING TO THE LICENSED APPLICATION OR YOUR POSSESSION AND/OR USE OF THE LICENSED APPLICATION, INCLUDING, BUT NOT LIMITED TO: (I) PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE LICENSED APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (Ill) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.
j. You understand that ownership of any feedback, suggestions for potential changes, ideas, materials, or other information You provide or submit to VOALTE with respect to the Application (each a "Submission" and collectively "Submissions") belongs to VOALTE. By providing or submitting Your Submission You are granting VOALTE, and any necessary sublicensees (including third parties whose products, technologies and services use or interface with any parts of VOALTE software that include the Submission), without charge, the right to make, have made, use, copy, sell, and share Your Submission in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies, and services to use or interface with any specific parts of VOALTE software that include the Submission. You will not give any Submission that is subject to a license that requires VOALTE to license its software or documentation to third parties because we include Your Submission in them. You also give Voalte the right to sublicense such rights to any distributor of VOALTE software. These rights survive this Agreement.
k. If You obtained the Licensed Application in the United States, then this paragraph applies to You and to Your use of the Licensed Application. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VOALTE OR ITS LICENSORS OR DISTRIBUTORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, THE SERVICES AND/OR THE THIRD PARTY MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF VOALTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall VOALTE or VOALTE licensors' or distributors' total, aggregate liability to You for damages exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
l. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the
U.S. Department of Commerce Denied Person's List or Entity List. By using the Licensed Application, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missiles, or chemical or biological weapons.
m. The Licensor of the Licensed Application is VOALTE, Inc., a subsidiary of Hill-Rom Holdings, Inc., located at: 130 E. Randolph St., Suite 1000, Chicago, Illinois 60601. You may contact VOALTE, Inc., a subsidiary of Hill-Rom Holdings, Inc., with any questions, complaints or claims with respect to the Licensed Application at https://www.baxter.com/contact-us.
n. You acknowledge and agree that the mobile device manufacturer and its subsidiaries are third-party beneficiaries to this license, and that, upon Your acceptance of the terms and conditions of this license, the mobile device manufacturer will have the right (and will be deemed to have accepted the right) to enforce the license against You as a third-party beneficiary thereof.
o. This License Agreement shall be governed and construed under the laws in the country in which You download, acquire, or purchase the Licensed Application, and the Parties submit to the jurisdiction and venue of the courts of that country’s capital. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.
p. In the event of any litigation arising out of or relating to this EULA or the breach, termination, validity, or enforcement of this EULA, the prevailing party shall be entitled to recover all costs and reasonable attorneys’ fees incurred, including, without limitation, costs and attorneys’ fees incurred in any investigations, arbitrations, trials, bankruptcies, and appeals.
q. If any section, subsection, or provision or the application of such section, subsection, or provision of the foregoing terms and conditions is held invalid, illegal, or unenforceable, the remainder of these terms and conditions and the obligation of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid, illegal, or unenforceable shall not be affected by such invalidity, illegality, or unenforceability.
r. No failure or delay on the part of VOALTE in exercising any right or remedy with respect to a breach of this EULA by You shall operate as a waiver thereof or of any prior or subsequent breach of this EULA by You, nor shall the exercise of any such right or remedy preclude any other or future exercise thereof or exercise of any other right or remedy in connection with this EULA. Any waiver must be in writing and signed by an officer of VOALTE.
Last updated: March 2023
