New Innovations Mobile Application Terms and Conditions of Use

Updated January 2016

Your access to and use of this software and the services available through this software (the "Application") is conditioned upon your acceptance of and compliance with these terms and conditions ("Terms"). By accessing the Application, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you may not access the Application.

1. You are hereby granted a personal, non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to the Application, for use on a mobile phone, tablet, or similar device ("Mobile Device") controlled by you, in compliance with all of these Terms.
2. This Application is made available by New Innovations to enable you to complete clinical training evaluations and other supplemental assessments through a Mobile Device controlled by you (the "Permitted Purposes"). Use of this Application shall be limited to the Permitted Purposes, and any use of this Application that is inconsistent with the Permitted Purposes is expressly prohibited. New Innovations reserves the right, at its sole discretion, to review and evaluate at any time all uses of this Application, and will determine, at its sole discretion, whether specific uses are consistent or inconsistent with the Permitted Purposes. New Innovations' failure to immediately terminate any user using this Application for a non-Permitted Purpose shall in no way be construed as a waiver of its right to terminate such user, or any other user, at a later time.
3. The Application shall not be used in any way that:
   1. infringes or violates any rights of any other party;
   2. is unlawful, defamatory, slanderous, fraudulent, or deceptive;
   3. uses technology or any other means to access unauthorized content; or
   4. attempts to damage, disable, overburden, or impair in any way New Innovations' programs, servers, network, accounts, or devices.
4. You agree that you will not, and you will not assist or enable others to:
   1. alter, modify, adapt, or translate the whole or any part of the Application, any code thereof, or any other software made available to you to access or use the Application;
   2. duplicate, compile, decompile, disseminate, disassemble, disable, copy, rent, lease, sell, transfer, assign, sublicense, or reverse engineer the Application, or any features or code thereof;
   3. use the Application or any confidential information contained therein or relating thereto for any improper, unlawful, criminal, or unauthorized purpose;
   4. remove or tamper with any information entered through the Application; or
   5. use the Application in any way that may lead to the encouragement, procurement, or carrying out of any unlawful or criminal activity or which may cause any harm or injury to any other party.
5. You agree that you are solely responsible for all data or information entered through or using the Application and you acknowledge and agree that neither New Innovations nor any of its affiliates, employees, or agents are liable for any errors made by you in entering any data or information through or using the Application. As such, you must always keep confidential, and will take all necessary precautions to ensure the confidentiality and security of, the credentials needed by you to access the Application, and you will NOT divulge your access credentials to anyone else. Further, you represent and warrant that you have rights in and to all such data or information, and that your use and entry of such data or information does not violate the rights, including without limitation the copyrights, of any party.
6. Aside from the foregoing limited license set forth in Section 1 hereof, nothing herein shall transfer to you any rights in or to the Application, which shall remain the sole and exclusive property of New Innovations. In short, all right, title, and interest in and to the Application, including without limitation all copyrights therein and thereto, shall be retained and owned solely by New Innovations.
7. You acknowledge that it is not possible for New Innovations to provide the Application free from all defects. The services provided by the Application may be delayed, unavailable, not delivered, and/or inaccurate from time to time due to a variety of factors, including without limitation technical reasons, for planned or unplanned maintenance or downtime, for editorial amendments, or for any other reason. The services provided by the Application may be adversely affected by the performance of mobile device networks, outages in mobile device networks, your lack of proximity to an area of mobile coverage, or other factors beyond the control of New Innovations or any third party, and New Innovations will not be liable therefor.
8. You understand and agree that the Application is provided "as is", "with all faults" and "as available," without warranty of any kind. All warranties, representations, and guarantees, express or implied, are hereby expressly disclaimed. Without limiting the generality of the foregoing, any and all warranties of merchantability, fitness for a particular purpose, results of use, suitability, reliability, accuracy, performance, compatibility, title, and non-infringement, are hereby expressly disclaimed. Further, New Innovations hereby expressly disclaims any warranty that the Application will be free from defects, errors, viruses, or harmful programs, or that the Application will be of a satisfactory quality, or that you use of or access to the Application will be uninterrupted, secure, error free, or free from down time. No advice or information, whether oral or in writing, obtained by you from New Innovations will create any warranty that is not expressly stated herein.
9. New Innovations may, in its sole discretion, at any time:
   1. modify the Application or any part of the Application;
   2. change, modify, or revise these Terms, without notice. Your continued use of the Application after the effective date of any such changes, modifications, or revisions to these Terms will constitute your acceptance thereof. IN SUCH CIRCUMSTANCE, IF YOU DO NOT WISH TO BE BOUND TO ANY NEW OR CHANGED TERMS, YOU MUST IMMEDIATELY CEASE USE OF THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.
   3. Discontinue, terminate, or limit access to or use of the Application in part or in its entirety, at any time for any reason.
   4. Any changes to, suspension of, or termination of your access to and use of the Application, as permitted under this Section 9, may cause your existing services using the Application to stop functioning properly. New Innovations shall not be liable for any such cessation of proper functioning or any loss or damage resulting therefrom. Upon any termination or discontinuation of the Application by New Innovations for any reason, you will promptly delete and remove the Application from your Mobile Device.
10. You agree that New Innovations shall have no liability whatsoever arising from or based upon your access to or use of the Application, and in no event shall New Innovations or its parents, subsidiaries, affiliates, officers, agents, employees, successors, and/or assigns be liable to your or to any third party under any tort, contract, negligence, strict liability, or other legal or equitable theory for any lost profits, lost or corrupted data, computer or Mobile Device failure or malfunction, interruption of business, or other special, indirect, incidental, or consequential damages of any kind arising of the use or inability to use the Application, even if New Innovations has been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable. This limitation on liability applies to you and your successors and to New Innovations and its successors. Without limiting the generality of the foregoing, you expressly understand and agree that New Innovations shall not be liable to you for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if New Innovations has been advised of the possibility of such damages) resulting from:
    1. the use of or the inability to use the Application;
    2. the inability to use the Application to access content or data;
    3. unauthorized access to or alteration of your transmissions or data; or
    4. any other matter relating to the Application. The foregoing limitations shall apply notwithstanding a failure of essential purpose and to the fullest extent permitted by law.
11. You agree that your use of the Application is at your own risk, and you agree to hold harmless, defend (subject to New Innovations' right to participate with the counsel of its choice), and indemnify New Innovations and its parents, subsidiaries, affiliates, officers, agents, employees, successors, and assigns, from and against any and all claims, damages, liabilities, costs, and fees (including without limitation reasonable attorneys' fees) arising from, or in any way related to, your access to or use of the Application. In any such indemnified claim, you will not agree to any settlement that imposes any obligation on New Innovations without New Innovations' prior written consent.
12. You acknowledge and agree that all information and data supplied by New Innovations in its provision of the Application are confidential and proprietary ("Confidential Information"). You shall not disclose or use any Confidential Information other than as expressly set forth in these Terms. If you become aware of any unauthorized use or disclosure of any Confidential Information, you must immediately notify New Innovations at the following email address: itsupportteam@new-innov.com.
13. General Provisions.
    1. Captions. The captions in these Terms are for convenience only and shall not be construed in any way to limit or interpret any terms hereof.
    2. Severability. The invalidity or unenforceability of any section or paragraph of these Terms shall in no way affect the validity or enforceability of any other section or paragraph hereof.
    3. Waiver. No waiver of any provision of these Terms shall be valid unless the same is in writing and signed by the party against whom it is sought to be enforced. No waiver of any provision of these Terms at any time will be deemed a waiver of any other provision of these Terms at such time or will be deemed a waiver of such provision at any other time.
    4. Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all other agreements, understandings, statements, or representations, either written or oral, between the parties. Any prior agreements, promises, negotiations, or representations, either oral or written, not expressly set forth in these Terms are of no force or effect.
    5. Governing Law. These Terms are made in Ohio and are to be construed and interpreted in accordance with the laws of the State of Ohio.
    6. Survival. Sections 6, 7, 8, 10, 11, 12, and 13 shall survive any expiration or termination of these Terms.