End User Terms & Conditions Agreement 

You should carefully read the following End User Terms & Conditions Agreement (“Agreement”) before utilizing HouseCall VR Inc.’s (“HouseCall”) products and applications. By using or installing HouseCall’s products and applications, You accept the terms and conditions of this Agreement. If You do not agree to the terms and conditions of this Agreement, then You are not authorized to use HouseCall’s products and applications and You must cease using such products and applications and return the product to HouseCall and/or uninstall the application.

THIS AGREEMENT INCLUDES VARIOUS DISCLAIMERS, SUCH AS A NO-MEDICAL ADVICE DISCLAIMER AND A MANDATORY AGREEMENT TO ARBITRATE, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT.

This Agreement is effective as of the day You first utilize the HouseCall Platform (as defined below) or first download the HouseCall application (the “App”) or first access the App or first access HouseCall’s website (the “Website”), whichever day is the earliest (the “Effective Date”), and is between HouseCall VR Inc., with offices at 301 New Darlington Road, Media, PA 19063-5609 and contact information of info@housecallvr.com, and you (which is defined as “You” or “User” or “Authorized User” under this Agreement). For the sake of clarity, if You downloaded or otherwise obtained the App from a central application marketplace operated by anyone other than HouseCall, such as the Apple App Store or the Google Play Store (a “Store”), the operator or owner of that Store (the “Proprietor”) is neither a party to this Agreement nor responsible for the App in any way. In consideration of the promises and the mutual obligations of the parties set forth in this Agreement, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, HouseCall and User agree as follows:

‍HouseCall offers a technology solution that enables healthcare providers (including, but not limited to, hospitals, private clinics, accountable care organizations, insurance companies, and pharmacies) and individuals (including, but not limited to, patients of healthcare providers and employees accessing healthcare benefits from an employer) to access HouseCall’s patient education modules. These patient education modules can be accessed in a variety of ways, including but not limited to: via HouseCall’s technology platform (the “HouseCall Platform”) that includes third-party hardware components (including, but not limited to, a virtual reality headset, a tablet, and a local router); via the App downloaded on User’s device; and via the Website. All information available through the HouseCall Platform, the App, and the Website is collectively referred to as the “Content”. The Content is primarily utilized by Users in a virtual reality or augmented reality format but also includes any and all other modes of Content (including mixed reality and two-dimensional video format). The HouseCall Platform, the App, and the Website, together with all Content, is referred to as the “Service(s)”. 

1. License to Applications

a. HouseCall hereby grants to User a limited, non-exclusive, non-transferable, non-assignable license to use the Service [including, but not limited to, using the HouseCall Platform or installing and using the App in object code form only, on a device approved by HouseCall for use with the App (e.g., a compatible virtual reality headset) solely for use by User]. The User’s license will extend to healthcare professionals, employees, patients, or any other individuals directly associated with User who are authorized by User to access and use the Service (“Authorized User(s)”).  If User seeks to utilize the Service with Authorized Users, the User must obtain HouseCall’s written approval for adding such Authorized Users to User’s license. If HouseCall grants such Authorized User approval, User and HouseCall will agree in writing from time to time on the maximum number and type of individuals who will be considered Authorized Users. As noted above, any Authorized Users will also be subject to the full terms and conditions of this Agreement and any reference below to “You” or “User” shall also include “Authorized User”.  

b. User may not install the App in a way to allow its use by anyone other than a human—computerized utilization of the App is not allowed. 

c. User may use the Service solely for personal purposes (i.e., individually or within the normal activities or User’s healthcare practice). User may not use the Service commercially. For example, without intending any limitation, User may not: (i) resell the Service; (ii) offer to rent or lease the Service; or (iii) integrate the Service within an application of User’s own, without the prior written consent of HouseCall. User is responsible for ensuring that User has appropriate hardware, software, and connectivity as necessary to enable the Service to function in accordance with its documentation. User is responsible for keeping the HouseCall Platform and App up to date, including, without limitation, downloading and installing any new versions and new Content that may become available after installation.

2. Reservation of Rights

The Service is the proprietary work of HouseCall and its licensors. HouseCall reserves all rights not expressly granted in Section 1. User may not otherwise copy, use, sublicense, modify, adapt, or create derivative works of the Service or related documentation or remove any copyright or other proprietary rights notices. HouseCall reserves the right to suspend or terminate access to or use of the Service if such use represents a breach of the terms and conditions of this Agreement, without prejudice to any other remedies available to HouseCall. The rights granted in Section 1 are a license, not a sale. User has no other express or implied license or right of any kind. User will not itself, and will not permit any other person or organization to (A) directly or indirectly, in whole or in part, sublicense, distribute, lease, make available as a service bureau or otherwise allow any third parties any right or access to the Service; or (B) disassemble, decompile, decrypt, or reverse engineer, or otherwise attempt to discover or replicate source code of the App. User acknowledges and agrees that HouseCall and its suppliers and providers of Content own and retain all rights existing from time to time in any jurisdiction under copyright law, patent law, moral rights law, trade secret law, confidential information law, trademark law, unfair competition law or other similar rights (“Proprietary Rights”) in the HouseCall Platform, the App, the Content, the Website, any documentation, any training materials and any copies, modifications, adaptations, derivative works, and enhancements thereof, by whomever produced. User agrees that any threatened or actual breach of HouseCall's Proprietary Rights by User will constitute immediate, irreparable harm to HouseCall for which monetary damages is an inadequate remedy and for which equitable remedies may be awarded by a court of competent jurisdiction without requiring HouseCall to post any bond or any other security (or if a court requires a bond, then a bond of no more than U.S. $1,000). Except as set forth herein, nothing in this Agreement limits either party's right to any remedies at law or in equity, including, without limitation, the recovery of damages for breach of this Agreement.

3. Due Care

User is not licensed or authorized to use or otherwise engage with the Service in a manner that prevents or may prevent User from exercising due care with respect to User’s physical environment at the time of using the Services, including, without limitation, ensuring that User has third party supervision and is not in a location that could lead to the User’s harm due to User’s inability to see his or her physical surroundings. User must exercise appropriate vigilance and care in all respects when using or engaging with the Service to ensure User’s well-being, the well-being of those around User, and surrounding property. User hereby waives any right to bring any action against HouseCall or receive damages for any damages or losses suffered by User from HouseCall when User did not exercise the due care required under this Section or when the claim is based on the Content. User assumes full, exclusive and sole responsibility for the use of and reliance on the Service, and User further agrees and acknowledges that User’s use of or reliance on the Service is made entirely at User’s own risk. User will comply with all applicable laws while using the Service.

4. Prohibited Activities

You must not, whether yourself or through any other means or person:

a. interfere with or violate any third party or other user’s right to privacy or other rights, including, without limitation, copyrights and any other intellectual property rights of others, or harvest or collect personal information about users of the Service without their express consent, including, without limitation, using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;

‍b. transmit or otherwise make available in connection with the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

d. interfere with or disrupt the operation of the Service, or the servers or networks that host or make the Service available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

‍e. use the Service for any illegal, immoral or unauthorized purpose; or

f. use the Service for non-personal or commercial purposes without HouseCall’s express prior written consent.

5. Privacy Policy

HouseCall has created a Privacy Policy to inform You what information may be collected via the Service and how HouseCall, its customers and third parties may use the information. HouseCall’s Privacy Policy is at https://www.housecallvr.com. You agree to HouseCall’s, its customers, and other third parties’ uses of information provided by or on behalf of You through the use of the Services, as described in the Privacy Policy.

6. Limitation of Warranties

You are solely responsible for ensuring that You exercise due care at all times when using or engaging with the Service. HouseCall makes no representation or warranty as to the Service provided or the results derived from the Service. The Service is provided “as is, where is” and as available. HouseCall provides no warranty and to the maximum amount allowable by law expressly disclaims all warranties, guarantees, conditions, or representations, whether express, implied, statutory, or otherwise, with respect to the Service, including, without limitation, any implied warranty of merchantability, error-free use, originality, title, against infringement, or fitness for a particular purpose. You are solely responsible for ensuring that the Service is used in accordance with its documentation. Your sole remedy for any problems with the Service is to cease use of the Service. Proprietor makes no warranties about the Service and Proprietor is not responsible for the support or maintenance of the App. Any and all claims under this Agreement (including, without limitation, all products liability claims, claims that the Service fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation) must be made to HouseCall and not to Proprietor. Insofar as the Service includes services or applications not operated or managed by HouseCall, HouseCall will not be liable for any form of liability arising from Your reliance on, or in connection with, the content of such services and applications or any information provided by them, including but not limited to its completeness, accuracy, correctness or it being up-to-date.

7. Medical Advice Disclaimer

The Services are not a medical device and should not be relied upon for the provision of medical information or for the purposes of obtaining medical treatment. THE SERVICES ARE NOT PROFESSIONAL OR MEDICAL ADVICE AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE. THE SERVICES DO NOT, AND ARE NOT INTENDED BY THE PARTIES TO, REPLACE THE JUDGMENT, TRAINING, EDUCATION OR EXPERIENCE OF ANY PHYSICIAN, NURSE, PHARMACIST, TECHNICIAN OR OTHER HEALTHCARE PROFESSIONAL. HOUSECALL DOES NOT GUARANTEE THAT THE SERVICES COVER ANY OR ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, DRUG INTERACTIONS, OR ADVERSE EFFECTS THAT MAY BE ASSOCIATED WITH ANY PRODUCT, DEVICE, SERVICE, GUIDELINE, ALERT, DIAGNOSIS, PROCEDURE OR THERAPY, AND HOUSECALL DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PRODUCT, DEVICE, SERVICE, TEST, PHYSICIAN, PROCEDURE, THERAPY, OR OPINION. HOUSECALL DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR DAMAGE OR INJURY (INCLUDING DEATH) TO ANY PATIENT, CARE PROVIDER, OTHER PERSON OR PROPERTY ARISING FROM ANY USE OF A PRODUCT, DEVICE, SERVICE, PROCEDURE, INFORMATION, IDEA OR INSTRUCTION CONTAINED OR REFERENCED IN THE SERVICES PROVIDED. THE SERVICES ARE EDUCATIONAL IN NATURE AND ARE NOT INTENDED TO REPLACE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES ARE MERELY A TOOL DESIGNED TO ASSIST WITH ONE ASPECT OF YOUR HEALTHCARE NEEDS OR REQUIREMENTS, WHICH IS YOUR SOLE OBLIGATION TO ACHIEVE. THE SERVICES PROVIDE GENERAL INFORMATION, WHICH MAY NOT APPLY TO ANY SPECIFIC OR FACTUAL CIRCUMSTANCE. AS BETWEEN HOUSECALL AND YOU, YOU ARE SOLELY RESPONSIBLE FOR INTERPRETING, UNDERSTANDING, AND USING THE RESULTS OF THE SERVICES AND FOR VALIDATION OF THE ACCURACY OF ALL REPORTS AND OTHER OUTPUTS FROM THE SERVICES.  

8. High-risk Use Disclaimer

THE SERVICES ARE NOT DESIGNED TO BE ERROR-FREE OR FAULT-TOLERANT AND ARE NOT DESIGNED TO BE USED IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE INCLUDING MEDICAL CARE SYSTEMS IN WHICH FAILURE OF THE SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, PHYSICAL OR EMOTIONAL IMPAIRMENT, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). HOUSECALL SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

9. Termination

HouseCall may terminate this Agreement at any time, for any reason or no reason, by providing User with written (including, without limitation, electronic) notice. This Agreement will automatically terminate upon the earliest of (i) User erasing or uninstalling the App, (ii) User not paying fees owed to HouseCall under the Services, (iii) User selling or transferring the HouseCall Platform or device upon which the App is installed, (iv) User assigning any of its assets to its creditors, or voluntarily or involuntarily petitioning for the protection of bankruptcy court, or (v) User otherwise expresses its intent to no longer utilize the Service. Rights of termination are in addition to any other remedies available to HouseCall, at law or in equity. Upon any termination or expiration of this Agreement, all license rights will immediately terminate, and User will immediately cease use of the Service return the HouseCall Platform to HouseCall and uninstall the App as necessary. The following sections of this Agreement will survive: 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 15, and 16. HouseCall has no obligation to provide any data or information of any kind to User following termination.

10. Indemnification

User will indemnify and hold harmless HouseCall from any loss, damage, liability, cost or expense suffered or incurred in connection with any claim, suit or proceeding brought by a third party against HouseCall to the extent that it arises out of User's use of the Service, use of the Service to obtain medical treatment, or User’s failure to exercise due care while using the Service as described in Section 3. Proprietor has no obligation to indemnify User for any reason.

11. Limitations of Liability

a. Neither HouseCall, nor its officers, directors, employees, shareholders, contractors, agents, licensors, resellers, or representatives (collectively “HouseCall Parties”) nor Proprietor will be liable to User or any third party for any incidental, indirect, special, exemplary or consequential damages, including, but not limited to, lost profits, lost time, lost savings, lost data, or lost goodwill or damages that may arise from use of or inability to use the Service or that may arise out of or in connection with the Service or any related functionality or information relating to the subject matter of this Agreement, whether foreseeable or unforeseeable, regardless of whether such damages are based in contract, tort (including, without limitation, negligence), warranty, strict liability, products liability, or otherwise, even if they have been notified of the possibility or likelihood of such damages occurring.

b. THE MAXIMUM AGGREGATE LIABILITY OF THE HOUSECALL PARTIES IN ALL EVENTS WILL BE LIMITED TO THE HIGHER OF THE PRICE USER PAID TO HOUSECALL FOR THE HOUSECALL PLATFORM OR THE APP DURING THE PRIOR YEAR, OR ONE THOUSAND US DOLLARS (USD$1,000).

‍12. Dispute Resolution and Arbitration

Except as otherwise provided below, the parties will first attempt to privately resolve any dispute, claim, or controversy relating in any way to this Agreement (a “Dispute”) between User and HouseCall or HouseCall Parties. If any Dispute cannot be settled in this manner within 60 days of written notice being received by the other party, the Dispute will be exclusively settled by arbitration in accordance with the Commercial Arbitration Rules of American Arbitration Association (“Rules”) in Wilmington, Delaware in the United States of America, with judgment upon the award rendered by the arbitrator to be entered in any court of competent jurisdiction. Any arbitrator selected pursuant to the Rules will have a background or training in contract and intellectual property law. The arbitrator may award attorneys’ fees and costs to the prevailing party. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim, conservatory or equitable relief, without breach of this agreement to arbitrate and without any abridgment of the powers of the arbitrator. 

13. Changes to the Service

HouseCall may, either partially or in its entirety and without being obligated to provide prior notice, modify, adapt, or change the Service’s features, the user interface and design, the extent and availability of Content, and any other aspect related to the Service.

14. Changes to this Agreement

HouseCall may modify this Agreement from time to time. Your continued use of the Service after this Agreement has been modified signifies your agreement to the updated Agreement. If you do not agree to the updated Agreement, you must discontinue all further use of the Service and return the HouseCall Platform and/or uninstall the App. 

15. Generally

User may not assign this Agreement or any rights and obligations under this Agreement in whole or in part. Any attempted assignment will be void and of no effect. HouseCall may assign this Agreement at will. The terms and conditions of this Agreement will inure to the benefit of and be binding upon their respective successors and assigns of the parties. No delay or failure in exercising any right and no partial or single exercise thereof will be deemed to constitute a waiver of such right or any other rights under this Agreement. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will be valid and enforceable to the fullest extent permitted by applicable law. Should any provision of this Agreement require interpretation by a court or arbitrator, the parties agree that the court or arbitrator interpreting or construing the same will not apply a presumption that this Agreement will be more strictly construed against one party than the other. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, in the United States of America, without regard to its rules regarding conflict of laws, the application of UCITA, or any international conventions on the transfer of technology or goods.

16. User Consent and Warranties

By utilizing the Service you agree to transact business with HouseCall electronically, and you represent and warrant that you are more than 18 years of age, are not located in or a citizen of a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, are is not listed on any U.S. Government list of prohibited or restricted parties, and will not export the Service itself or use the Service to export any information in violation of the laws of the United States of America.