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Last updated: March 24, 2025
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING, USING AND/OR REGISTERING FOR VITALIS SERVICES.
By creating an account with Vitalis and/or by accessing and using the Vitalis Software or website, www.Vitaliscare.ai, (the “Site”), you accept these Terms of Use (the “Agreement” or, the “Terms”), and you acknowledge that you, on your own behalf as an individual and/or on behalf of your employer or another legal entity (collectively, “you” or “your” or “Licensee”), have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Vitalis Care Ltd. (“Vitalis”, “us”, “we” or “our”, or “Licensor”). If you are creating an account, you are entering into these Terms on behalf of your team, company, organization or any other entity that you either represent or belong to (the “Organization”), and you represent and warrant that you have full authority to bind your Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your Organization, please do not accept these Terms or access or use the Software. To the extent allowed under applicable law, you hereby waive any applicable rights to require or receive an original (non-electronic) signature or delivery of non-electronic records of these Terms. If you have executed a written contract, service order or other agreement with Vitalis governing your access to and use of the Software, then the terms of such agreement will govern and will supersede these Terms in the event of any conflict or inconsistency.
“Authorized User” means an internal employee or internal contractor of Licensee who Licensee permits to access and use the Software and/or Documentation pursuant to Licensee’s license hereunder. Each Authorized User will be associated with a single password at any given time, said password for the Authorized User’s exclusive use. “Authorized User” does not refer to any affiliate or contractor outside of Licensee’s immediate organization.
“Documentation” means Licensor’s user manuals, handbooks, and installation guides relating to the Software provided by Licensor to Licensee either electronically or in hard copy form/end user documentation relating to the Software.
“Software” means the product object code format, including any Updates provided to Licensee pursuant to this Agreement.
“Third-Party Products” means any third-party products provided with or incorporated into the Software, including any open source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.
“Updates” means any updates, bug fixes, patches, or other error corrections to the Software that Licensor generally makes available free of charge to all Licensees of the Software.
Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license to use the Software solely for Licensee’s internal business purposes up to the number of, and exclusively for use by, Authorized Users agreed upon by the Parties in the Licensor’s discretion.
Licensee shall not make any copies of the Software or use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, display, exhibit, show or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; (v) permit any non-employees access or use or view the software absent written permission from the Licensor or (vi) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.
Licensor shall deliver the Software electronically, on tangible media, or by other means to Licensee within 10 days following the Effective Date. Risk of loss of any tangible media on which the Software is delivered will pass to Licensee on delivery to carrier.
Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall cause Authorized Users to comply with the provisions of this Agreement.
Licensor may distribute certain Third-Party Products with the Software. Such Third-Party Products are subject to their own license terms. If Licensee does not agree to abide by the applicable terms for such Third-Party Product, then Licensee should not install or use such Third-Party Products. The Software may also contain certain open source software, which is not licensed to Licensee pursuant to the provisions of this Agreement.
Either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information except to employees who have a need to know. Each Party’s obligations of non-disclosure are effective as of the Effective Date and will expire five years from the date first disclosed; provided that obligations with respect to trade secrets will survive for as long as such information remains subject to trade secret protection under applicable law.
Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Site, Software and Documentation. Title and full, exclusive ownership rights in the Site, Software and Documentation, and all related patent rights, copyrights, trade secrets, trademarks, service marks, and related goodwill are Licensor’s intellectual property. All rights not explicitly granted to Licensee hereunder are reserved to and shall remain solely and exclusively proprietary to Licensor.
Feedback. Feedback provided by Licensee shall be deemed the sole property of Licensor. Licensor will be free to adopt such Feedback for any of its products entirely without obligation or restriction of any kind. Licensee hereby waives any right to the Feedback, including moral rights and any right for royalties or any other consideration.
If we believe, in our sole discretion, that you are using the Site, Software and Documentation in a manner that may cause harm to us or any third party, or which is in breach of these Terms, then we may suspend or terminate your User Account or your access to and use of the Site, Software and Documentation, or parts thereof.
The Site, Software and Documentation are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. Licensee assumes all responsibility for accessing and using the Site, Software and Documentation.
LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LICENSOR, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY BUSINESS CONDUCTED, DECISIONS MADE, OR ANY OTHER ACTION OR INACTION BY LICENSEE OR ITS ORGANIZATION, WHETHER OR NOT BASED IN WHOLE OR IN PART ON THE SITE, SOFTWARE AND DOCUMENTATION.
LICENSOR DOES NOT WARRANT THAT THE SITE, SOFTWARE AND DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any losses resulting from any Third-Party Claim based on Licensee’s, or any Authorized User’s business conducted, decisions made, or other action or failure to act, whether or not based in whole or in part on the Site, Software and Documentation, provided: (a) Licensor notifies Licensee promptly in writing of any such claim; and (b) Licensor does not make any admissions in response to any such claim without Licensee’s consent.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; LOST BUSINESS, REVENUES, OR PROFITS; LOSS OF GOODWILL OR REPUTATION; LOSS, INTERRUPTION, OR BREACH OF DATA SECURITY; OR COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
NO ACTION MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 6 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
Licensee acknowledges and agrees that Licensor will use any personal information collected in connection with the Site, Software and Documentation in accordance with our Privacy Policy.
Disclosure. Subject to our Privacy Policy, we reserve the right to access, read, preserve, and disclose any information as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce these Terms; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) maintain, support, and improve our services; (v) respond to your support requests; and/or (vi) protect the rights, property or safety of Licensor, its users and/or the public.
General. We reserve the right to discontinue or modify any aspect of the Site or Software at any time. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. These Terms, and the Privacy Policy, represent the complete agreement concerning the Site, Software and Documentation between Licensee and Licensor.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York.
Assignment. These Terms may not be transferred or assigned by Licensee but may be assigned by Licensor without restriction.
Customer Reference. You acknowledge and accept that Licensor has the right to use your name and logo to identify you as a customer on Licensor’s website, marketing materials, or social media.
Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective upon posting the revised Terms on the Site, and your continued use of the Site or Software thereafter means that you accept those changes.
Questions? Contact us at support@Vitaliscare.ai
Vitalis Care is the end-of-life care app that helps hospices deliver compassionate care — while staying on top of schedules, field operations, documentation, compliance, and reimbursement.
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