Last revised: Feb 1, 2020
PostureCo shall provide the Client with the services as agreed in a purchase contract.
All Purchased Service monthly fees shall be non-refundable and earned upon receipt, regardless of whether the Client terminates this Agreement.
Subject to Client's compliance with the terms and conditions of this Agreement, Company hereby grants Client a non-exclusive, non-transferable license during the term of this Agreement to use the Purchased Services via the login access. Except as specifically set forth herein, Company or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Purchased Services. The Client shall not permit unauthorized access to the Purchased Services or reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Purchased Services.
In no event shall Company be liable to the Client for any liability, claims, or damages in excess of the fees payable by Client to Company pursuant to this Agreement. In no event shall Company or any affiliate of Company be liable for any indirect, exemplary, special, incidental, punitive or consequential damages to Client (including without limitation, any payment for lost business, future profits, loss of goodwill, reimbursement for expenditures or investments made or commitments entered into, creation of clientele, advertising costs, termination of employees or employee's salaries, overhead or facilities incurred or acquired based upon the business derived or anticipated under this agreement), whether foreseeable or not, claims under dealer termination, protection, non- renewal or similar laws, for any cause whatsoever whether or not caused by Company's negligence, gross negligence or willful misconduct or other cause of any nature whatsoever. In no event shall any projections or forecasts by Company be binding as commitments or promises by the Company. The provisions of this Section shall survive expiration or termination of this Agreement indefinitely.
Client agrees that it shall not utilize the Purchased Services to store or transmit identifiable health information or PHI (each as defined by HIPAA) except in strict compliance with the applicable law. If Client is a Covered Entity (as defined by HIPAA) and provides individually identifiable health information or PHI (each as defined by HIPAA) to Company as a Business Associate (as defined by HIPAA) then any Business Associate Agreement shall be incorporated by reference herein.
The Client is solely responsible for compliance with the terms of this Agreement and all applicable laws in the use of the Purchased Services. You are responsible for maintaining the security of your login credentials and necessary codes, passwords and personal identification numbers used in conjunction with the Purchased Services and for all uses of the Purchased Services in association with your accounts whether or not authorized by you including unintended usage due to holidays, daylight savings, computer clock errors or similar circumstances. The Client shall indemnify and hold Company and the officers, directors, employees, attorneys and agents of Company harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim made by a third party relating to the Purchased Services.
The initial term of this Agreement shall be from the Effective Date when the Client creates the account until 30 days after that date. This Agreement shall automatically renew for successive one (1) month terms, indefinitely. The Company may terminate this Agreement immediately at any time if the Client fails to make a monthly payment as required herein by providing written notice of same. Further the Company may terminate this Agreement in the event that Client is in default of any other non-payment related term of this Agreement. The Client may terminate this Agreement in the event that Company is in default of the terms of this Agreement and fails to cure such default within ten (10) days after receipt of written notice of same.
Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery, prepaid registered mail, or e-mail addressed to the recipient as set forth herein.
Failure of either party to perform any term or condition of this Agreement as a result of conditions beyond its control, where the failure to perform could not have been avoided by the exercise of due care, such as, but not limited to, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any facilities or equipment, shall not be deemed a breach of this Agreement.
Each and every term and provision of this Agreement has been mutually agreed to and negotiated by the parties to this Agreement, and shall be construed simply according to its fair meaning and not strictly for or against any party.
If any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force.
The Parties agree, to the fullest extent permitted by law, that any action, suit or proceeding arising out of or relating to this Agreement or the breach or threatened breach of this Agreement shall be commenced and prosecuted in the state court located in Pasco County, Florida or the federal court in The United States Middle District of Florida, Tampa Division. Each party consents and submits, to the fullest extent permitted by law, to the exclusive personal jurisdiction of any such court in respect of any such action, suit or proceeding. Client consents to service of process upon it with respect to any such action, suit or proceeding by registered mail, return receipt requested at the address listed in this Agreement or such address designated by written notice to the Company as being a personal or business address of Company, and by any other means permitted by applicable law. Each party waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court and any claim that it may now or hereafter have that any such action, suit or proceeding in any such court has been brought in an inconvenient forum. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Florida and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.
This Agreement may be executed by written or electronic signature and may be executed in counterparts, all of which taken together shall constitute one single Agreement between the parties.
In the event of a dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover their reasonable attorneys' fees and costs, including attorneys' fees and costs incurred in litigating entitlement to attorneys' fees and costs, as well as in determining or quantifying the amount of recoverable attorneys' fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.
If you have any questions or concerns about PostureCo, Inc.'s End User License Agreement please contact info@postureco.com. PostureCo, Inc. may update its End User License Agreement from time to time. A copy of our most up to date End User License Agreement will always be posted at the following URL https://www.postureanalysis.com/end-user-license-agreement.html until further notice.