End User Mobile Agreement

PLANNED PARENTHOOD CARE MOBILE APPLICATION END USER LICENSE AGREEMENT (“AGREEMENT”)

PLEASE READ THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE PLANNED PARENTHOOD CARE MOBILE APPLICATION. THIS AGREEMENT IS SOLELY BETWEEN YOU AND PLANNED PARENTHOOD FEDERATION OF AMERICA.  APPLE, INC. (INCLUDING ITS SUBSIDIARIES, “APPLE”) AND GOOGLE (INCLUDING ITS SUBSIDIARIES, “GOOGLE”) ARE NOT RESPONSIBLE FOR ANY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OBLIGATIONS CONCERNING PLANNED PARENTHOOD CARE MOBILE WHATSOEVER. THIS AGREEMENT SETS FORTH THE TERMS UPON WHICH EACH INDIVIDUAL IS AUTHORIZED TO DOWNLOAD, INSTALL AND USE PPCM ON HIS OR HER APPLE iOS OR ANDROID DEVICE (REFERRED TO IN THIS AGREEMENT AS “YOU”).

Welcome to Planned Parenthood Care Mobile (“PPCM”), the mobile application for Apple iOS and Android devices for end users to use to access the Planned Parenthood Services System (“System”) provided by Planned Parenthood Federation of America (“Planned Parenthood”) pursuant to which You may receive personal services from their independent licensed healthcare providers (“Planned Parenthood Care Services”). Planned Parenthood Care Services are provided by licensed healthcare providers unaffiliated with American Well. To download, install or use PPCM to access the System and receive Planned Parenthood Care Services, You must agree to be bound by all of the terms of this Agreement. By downloading, installing or using PPCM, You are agreeing to be bound by all of these terms. Please print and keep a copy of this Agreement. Planned Parenthood may, from time to time, change the terms of this Agreement. THIS AGREEMENT GOVERNS YOUR USE OF PPCM TO ACCESS THE SYSTEM, AND DOES NOT REPLACE THE TERMS OF USE TO WHICH YOU MUST ALSO AGREE BEFORE USING THE SYSTEM AND RECEIVING PLANNED PARENTHOOD CARE SERVICES.

LICENSE AND RESTRICTIONS

Subject to the terms and conditions herein and any modifications to these terms in the future for which Planned Parenthood provides you notice, Planned Parenthood hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the software, content, and documentation on and in PPCM, in object code format, only, on any iOS or Android device that You own or control, and as permitted by the Usage Rules set forth in the Apple App Store and Google Play Terms of Service, only to the extent necessary for You to receive personal Planned Parenthood Care Services from Your independent licensed healthcare providers in the United States using the System in which You have been previously enrolled as a patient. You agree not to sell, rent, lease, transfer, sublicense, provide service bureau or timeshare services, distribute or otherwise make PPCM available to third parties for any reason. You further agree not to: (i) modify, translate, copy, reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to create the source code of PPCM, or its structural framework, or (ii) modify or create derivative works of PPCM or use PPCM in whole or in part for any purpose except as expressly provided in this Agreement. You also agree not to allow or permit others, directly or indirectly (including but not limited to the use of wizards, agents, bots, or other utilities) to perform any of the actions prohibited in (i) and (ii) in the immediately preceding sentence.

THIRD PARTY TERMS OF AGREEMENT

Certain components of PPCM may be provided by third parties. Any software, content or services provided by Planned Parenthood from a third party (“Third Party Components”) is provided to You hereunder subject to the terms and conditions of the applicable third party, which terms and conditions for such Third Party Components may change from time to time and if not otherwise provided to you are available by request from Planned Parenthood. If any such Third Party Components become unavailable to Planned Parenthood for any reason, or Planned Parenthood deems it appropriate, in its reasonable discretion, then Planned Parenthood may remove or replace such Third Party Components.

 

You must comply with all applicable third party terms of agreement while using PPCM, such as the terms of your agreement with your wireless data service provider.

RESERVATION OF RIGHTS

Planned Parenthood shall at all times solely and exclusively own all right, title, and interest in and to PPCM and the related documentation, materials created or generated by Planned Parenthood as well as the specifications, technology and all intellectual property or other rights in the foregoing, including but not limited to any and all modifications and derivative works. No implied licenses are granted.

MOBILE ACCESS

You are eligible to use PPCM because You have been previously enrolled to use the System to receive Planned Parenthood Care Services through an entity with a contract in place with Planned Parenthood. You agree that You shall use PPCM to access the System and receive Planned Parenthood Care Services only in accordance with the terms of this Agreement and the Terms of Use governing the use of the System and Planned Parenthood Care Services, applicable law, and the rules, policies and procedures established by Planned Parenthood for use of the System and receipt of Planned Parenthood Care Services. You agree to use PPCM in a manner consistent with all applicable standards and requirements, local, state, and national laws and regulations, and otherwise in accordance with this Agreement and any rules, policies and procedures established by Planned Parenthood for use of PPCM. By registering and using PPCM, You represent and warrant that all information provided to Planned Parenthood in connection with this Agreement, including in the process of registration for PPCM, is true, accurate and complete. You are responsible for obtaining and maintaining all equipment and systems necessary to access PPCM and for paying all charges related thereto.

SECURITY

Access to PPCM is enabled only through the use of a personal identification number (Pin). You will receive the Pin through Planned Parenthood Care Services. You shall maintain Your Pin in strict confidence. In no event shall You share Your Pin with any third party or allow another person to access PPCM using Your Pin. You shall notify Planned Parenthood immediately if You have any reason to believe that Your Pin or Your iOS or Android device has been lost or compromised or misused in any way. You are fully and solely responsible for any and all use of PPCM using Your Pin or iOS or Android device. Planned Parenthood reserves the right to revoke or deactivate Your PPCM account at any time.

ACCEPTABLE USE

You agree not to access or use PPCM in an unlawful way or for an unlawful or illegitimate purpose. You shall not post, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of PPCM, the System or Planned Parenthood Care Services through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use PPCM in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access PPCM for any purpose.

OPERATION AND RECORD RETENTION

Planned Parenthood reserves complete and sole discretion with respect to the operation and use of PPCM. Planned Parenthood may collect, retain, and use records and other data and information relating to Your use of PPCM, including but not limited to, the history of use. Planned Parenthood may also, among other things, withdraw, suspend or discontinue PPCM or any functionality or feature of PPCM. Planned Parenthood is not responsible for maintaining data arising from the use of PPCM. Planned Parenthood reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to Planned Parenthood Care Services pursuant to any internal record retention and/or destruction policies as such policies may be amended from time to time.

TERMINATION

You or Planned Parenthood may suspend or terminate Your access to or use of PPCM at any time, for any reason or for no reason. Planned Parenthood has the right (but not the obligation) to refuse to provide access to PPCM to any person, agency or organization, or to prohibit any person, agency or organization from using the System or receiving Planned Parenthood Care Services, at any time, for any reason or for no reason at all, in our sole discretion. Planned Parenthood reserves the right to change, suspend, or discontinue all or part of PPCM, temporarily or permanently, without prior notice. Planned Parenthood reserves the right to delete or change any Pin or other information at any time, for any reason or for no reason. You acknowledge and agree that the obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.

VIOLATION OF THIS AGREEMENT

You acknowledge that Your access to PPCM shall be immediately suspended and this Agreement shall be terminated if You violate any provision of this Agreement. You acknowledge and agree that a violation of this Agreement by You will result in irreparable injury for which monetary damages are an inadequate remedy that will entitle Planned Parenthood to obtain, without the posting of any bond or other security, a court order prohibiting You from using PPCM, the System, Planned Parenthood Care Services, or any Confidential Information.

INTELLECTUAL PROPERTY

All of the content available on or through PPCM is the property of Planned Parenthood or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. Planned Parenthood gives You permission to display, download, store and print the content only for Your personal use to connect to the System to access Planned Parenthood Care Services. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through PPCM to anyone. Any copy made of information obtained through PPCM must include the copyright notice. All software and accompanying documentation made available for download from PPCM is the copyrighted work of Planned Parenthood or its licensors. All Planned Parenthood trade and service names, including, but not limited to “ ”, … are trademarks of Planned Parenthood. All other brands and names are the property of their respective owners. Nothing contained in this Agreement or in PPCM should be construed as granting any license or right to use any trademark of Planned Parenthood or its licensors or suppliers without the express written permission of Planned Parenthood or such third-party that may own the trademark.

LINKS

Areas accessed using PPCM may contain links to other web sites. Please note that when You click on any of these links, You are entering another web site for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. Planned Parenthood encourages You to read the terms and conditions, data-gathering practice and privacy policies of all linked sites as they may materially differ from ours. You agree that Planned Parenthood shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on this site. It is up to You to take precautions to ensure that whatever linked material You select is free of items such as viruses, worms, Trojan horses and other destructive items.

WARRANTY DISCLAIMERS

ACCESS TO PPCM AND THE INFORMATION CONTAINED VIA PPCM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PLANNED PARENTHOOD DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, PLANNED PARENTHOOD DOES NOT WARRANT THAT ACCESS TO PPCM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES PLANNED PARENTHOOD MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF PPCM OR ANY OF THE INFORMATION CONTAINED THEREIN. NO ADVICE OR OTHER REPRESENTATIONS BY PLANNED PARENTHOOD OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF PPCM AND YOUR RELIANCE UPON ANY OF THE CONTENTS ACCESSED IS AT YOUR SOLE RISK.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO PPCM OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION VIA PPCM CAUSED BY YOU OR ANY PERSON USING YOUR PIN. PLANNED PARENTHOOD CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR ANY ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH PPCM. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY. APPLE OR GOOGLE HAVE NO OBLIGATIONS UNDER THIS WARRANTY OR UNDER THIS AGREEMENT.

LIMITATIONS OF LIABILITY

IN THE EVENT OF ANY PROBLEM WITH PPCM OR ANY CONTENT ACCESSED VIA PPCM, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING PPCM. UNDER NO CIRCUMSTANCES SHALL PLANNED PARENTHOOD OR ANY LICENSOR OR SUPPLIER OR APPLE OR ITS SUBSIDIARIES, OR GOOGLE OR ITS SUBSIDIARIES BE LIABLE IN ANY WAY FOR YOUR USE OF PPCM OR ANY OF THE CONTENTS ACCESSED, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL PLANNED PARENTHOOD OR ITS LICENSORS OR SUPPLIERS OR APPLE OR ITS SUBSIDIARIES, OR GOOGLE OR ITS SUBSIDIARIES BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF PPCM, THE SYSTEMS OR PLANNED PARENTHOOD CARE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU HEREBY RELEASE AND AGREE TO HOLD HARMLESS PLANNED PARENTHOOD, ITS LICENSORS AND SUPPLIERS AND APPLE AND GOOGLE FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF PPCM OR THE PLANNED PARENTHOOD SYSTEMS. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

INDEMNIFICATION

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of PPCM, the System and Planned Parenthood Care Services, You agree to indemnify, hold harmless, and defend Planned Parenthood, and its parents, subsidiaries, affiliates, licensors, suppliers and Apple and Google, and the officers, directors, affiliates, subcontractors, agents and employees of each of them (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) Your use of PPCM; (ii) Your failure to comply with any applicable laws and regulations; and (iii) Your breach of any of Your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party. Apple and Google have no obligations under this Agreement including, without limitation, any obligation to indemnify You for any third party claims, any responsibility for the operation of PPCM, the System or Planned Parenthood Care Services, or any provision of maintenance or support for PPCM.

ELECTRONIC NOTICES

You agree that we may send to You in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding PPCM (collectively, “Notices”). Planned Parenthood can send You electronic Notices (1) to the e-mail address that You provided to Planned Parenthood during registration for Planned Parenthood Care Services or (2) by posting the Notice on the applicable service or otherwise through the Planned Parenthood Care Services website. The delivery of any Notice from Planned Parenthood is effective when sent, regardless of whether You read the Notice when You receive it or whether You actually receive the delivery. You can withdraw Your consent to receive Notices electronically by discontinuing Your use of the applicable service. In order to receive Notices electronically, You must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system or a Macintosh-based operating system with an Internet browser. You will need a printer attached to Your personal computer to print any Notices.

MISCELLANEOUS

This Agreement shall be governed by the laws of the State of New York without regard to it rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You consent to the exclusive jurisdiction of the courts of the State of New York for the resolution of any dispute based upon or relating to this Agreement. You also agree to comply with any applicable export laws concerning PPCM. This Agreement constitutes the sole Agreement between You and Planned Parenthood for Your use and our provision of PPCM and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either You or Planned Parenthood. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by Planned Parenthood of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate Your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties. Apple, as well as its subsidiaries, and Google, as well as its subsidiaries, are third party beneficiaries of this Agreement and as such have the right to enforce the terms and conditions of this Agreement against You. Any end user questions or complaints with respect to PPCM should be directed to the following name and address:

Planned Parenthood Federation of America

434 West 33rd Street

New York, NY 10001

[email protected]

A printed version of this Agreement and of any related 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.