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End-User License Agreement

Peer.Live LLC

END-USER LICENSE AGREEMENT

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THIS APP IS NOT INTENDED FOR USE BY INDIVIDUALS UNDER 18 YEARS OLD.

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This End User License Agreement (“Agreement”) sets forth the terms and conditions upon which you may download and use the Peer.Live LLC software application, related website or online services, and all updates, enhancements, and upgrades provided to you (collectively, “App”) by Peer.Live LLC (hereinafter “Peer.Live LLC”) and/or its authorized distributors. “You”, “your”, “Authorized Party,” “yourself” as used herein means you, as an individual.

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IMPORTANT, PLEASE READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY BEFORE REGISTERING, ACCESSING OR USING THE APP. BY CLICKING THE “ACCEPT” BUTTON BELOW, OR BY ACCESSING OR USING THE APP, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. YOUR RIGHT TO USE THE APP IS LIMITED BY APPLICABLE LAWS IN ITS JURISDICTION.  IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE APP. THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT PEER.LIVE LLC’S LIABILITY TO YOU. BY USING THE APP, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THE PROVISIONS, DISCLOSURES, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE FAIR AND REASONABLE, AND YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THIS AGREEMENT IS VOLUNTARY AND IS NOT THE RESULT OF FRAUD, DURESS, OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY.

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License.

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Subject to the terms and conditions of this Agreement, Peer.Live LLC hereby grants to you a limited, non-transferable, non-sublicensable, non-assignable, non-exclusive and revocable license to install, access, and use the App and any future fixes, updates and upgrades provided to you solely for your use in transmitting, accessing, and receiving Information (defined in the section entitled “Collected Information” below) by and among authorized Healthcare Providers (defined in section entitled “Networked Collaboration” below).  This App is licensed, not sold, to you by Peer.Live LLC for use only under the terms of this Agreement. Peer.Live LLC reserves all rights not expressly granted to you. 

 

Restrictions.

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This Agreement does not allow you to capture and/or disseminate screen shots of the App, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, rent, loan, sublicense, make copies, or create derivative works from, distribute or provide others with the App, in whole or part. You agree not to lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the App, except as expressly permitted in this Agreement. Further, you agree not to develop, sell, or distribute applications that are capable of launching, being launched from, or are otherwise integrated with, the App or content accessed through the App without Peer.Live LLC’s express written permission. If you breach these restrictions, you may be subject to prosecution and damages. 

 

You further agree to not use the App to do the following:

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i. Transmit, access, or communicate any data that you do not have the right to transmit, access or communicate under applicable Law (as defined in the Representations & Warranties section below), including the Health Insurance Portability and Accountability Act of 1996 as modified by the Health Information Technology for Economic and Clinical Health Act and all rules, regulations, and related laws and acts promulgated under and in connection therewith (collectively, “HIPAA”), under similar more stringent state laws, or under a contractual or fiduciary relationship;

ii. Infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party;

iii. Transmit or communicate any data that contains software viruses or any other computer code, files, or programs designed, intended, or likely to interrupt, destroy, or limit the functionality of any computer software, network, infrastructure, hardware or any telecommunications equipment;

iv. Engage in any behavior that is designed to hack into or gain unauthorized access to protected areas of the App and/or Peer.Live LLC’s computers, servers or networks, and/or any computers or systems used by other users of the App; 

v. Upload/post anything that could destroy, damage, circumvent, or impair any portion of the App or any computers, systems, hardware, or software used by Peer.Live LLC or other users;

vi. Make unauthorized attempts to modify any information stored in the App;

vii. Make attempts to defeat or circumvent security features, or to utilize the App for any purpose other than its intended purposes;

viii. Use any automated technology such as a robot, spider, or scraper to access, scrape, or data mine the App;

ix. Provide false or misleading information when signing up for an App account or otherwise upload/post any false or misleading information or content through the App.

x. Intentionally or unintentionally violate any applicable local, state, national or international Law, including laws relating to securities exchange and any regulations, requirements, procedures or policies in force from time to time relating to the App;

xi. Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;

xii. Use the App while driving; or

xiii. Endanger yourself or others.

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The previous list of prohibitions is not exclusive. Peer.Live LLC reserves the right to terminate your and/or any Authorized Party’s access to the App for any violation of this Agreement

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Collected Information.

 

You acknowledge and agree that the App may be used to transmit, collect, access, manage, and display Information by and among you and other authorized Healthcare Providers, and their employees and contractors. You acknowledge and agree that Information may be stored and used by Peer.Live LLC and/or its licensees and service providers in connection with: (1) providing the App and its related services; (2) performing market research; (3) machine learning; (4) product development; (5) as evidence used in trial or in an alternative form of dispute resolution; or (6) in any other way reasonably related to the business of Peer.Live LLC. You also agree that Information you provide to the App may be shared among, or at least visible to, other users of the App. “Information” means, collectively, information and data including, but not limited to, videos, audio recordings, photographic or digital images (e.g., X-rays, of pathology slides, and the like), opinion polls, survey results, commentary, reports, your submissions to the App (e.g., uploads to the App, requests for feedback from other users, feedback you provide to other users of the App), and lab and test results submitted from or transmitted to other users of the App.  You agree that your provision and use of all Information will be in compliance with HIPAA and all other applicable Laws. 

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Networked Collaboration.

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Peer.Live LLC does not provide medical advice, diagnosis, or treatment. You acknowledge and agree that the App is merely a conduit of information for users of the App including third party healthcare providers and professionals including yourself, physicians, physician assistants, nurses, paramedics, emergency care responders, other physician extenders, healthcare systems, healthcare facilities, or other providers of healthcare services (collectively, "Healthcare Provider(s)”). You acknowledge and agree that the Healthcare Providers are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all medical services, advice, instructions, treatment decisions, and other professional health care services performed, and that all diagnoses, treatments, procedures, and other professional health care services will be provided and performed exclusively by or under the supervision of Healthcare Providers as they, in their sole discretion, deem appropriate. You further acknowledge and agree that Peer.Live LLC does not provide or endorse any medical advice on or through the App and no information obtained through the App can be so construed or used. Peer.Live LLC will have and exercise absolutely no control, authority, or supervision over the provision of any medical services or other professional health care services. The use of the App to transmit Information is solely your responsibility. Peer.Live LLC will make all reasonable efforts in accordance with applicable laws and agreements to safeguard the integrity and availability of the Information. Further, when using the App, Information may be transmitted over a medium that may be beyond the control and jurisdiction of Peer.Live LLC and its suppliers. Accordingly, Peer.Live LLC assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the App that is reasonably determined to be beyond Peer.Live LLC’s control. Accordingly, you acknowledge and agree that you are solely responsible for all medical services, advice, instructions, diagnoses, treatments, procedures, and other services you provide in connection with using the App or otherwise.

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Registration.

 

Upon registration, you agree to provide current, accurate, and complete information about you and your Organization as is required to register to use the App and at other points as may be required in the course of using the App, including your complete legal name, street address, phone number(s), email address, and such other information as may be requested by Peer.Live LLC (“Registration Data”). Further, you agree to maintain and update your Registration Data as required to keep it current, accurate, and complete. You agree that Peer.Live LLC may store and use the Registration Data you provide in connection with your use of the App in accordance with the privacy policy (“Privacy Policy”), which is incorporated into this Agreement by reference. Peer.Live LLC has the right, but not the duty, to confirm or otherwise verify or check, in its sole discretion, the truth and accuracy of any registration information at any time. Verification of your registration information, specifically, your name, address and/or tax identification number, against a third party database may be considered to constitute a “credit check” under certain laws. Peer.Live LLC is not making, and will not otherwise make, any type of inquiry to any third party regarding any individual’s credit history and personal financial information without first obtaining such individual’s express authorization to do so. Peer.Live LLC may terminate your rights to the entire App, if any information you provide is false, incomplete or inaccurate.

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To use the App, you must have a valid account with a username and password (“Credentials”). You are responsible for maintaining the confidentiality of your username and passwords, and for ensuring that each password is only used by employees granted access to the App on your behalf. You are liable for all transactions and other activities carried out under your Credentials. You agree to notify Peer.Live LLC if any password is lost, stolen, disclosed to an unauthorized party, or otherwise may have been compromised. You agree to immediately notify Peer.Live LLC at support@peer.live of any unauthorized use of your account or any other breach of security in relation to the App known to you. Peer.Live LLC shall have no liability for any loss or damage arising from your failure to comply with these requirements. If Peer.Live LLC suspends or terminates your account under this Agreement, you acknowledge that all information and content associated with such account will no longer be available to you.

By accepting this Agreement, you waive and hold harmless Peer.Live LLC from any claims resulting from any action taken by Peer.Live LLC during or as a result of Peer.Live LLC’s investigation and/or from any actions taken as a consequence of investigations by either Peer.Live LLC or law enforcement related to your use of the App.  

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Updates and Events.

Peer.Live LLC may update or upgrade the App at any time. Certain functions of the App may be modified or discontinued as a result of any such updates or upgrades. If Peer.Live LLC elects to provide maintenance or support of any kind, Peer.Live LLC may terminate that maintenance or support at any time without notice to you. The terms and conditions of this Agreement shall govern any upgrades or updates provided by Peer.Live LLC that replace and/or supplement the original App, unless such upgrade is accompanied by, or references, a separate license agreement in which case the terms of that license agreement shall govern.

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Peer.Live LLC will not be liable or responsible for any failure to perform, or delay in performance of, any of Peer.Live LLC’s obligations under this Agreement that is caused by any act or event beyond Peer.Live LLC’s reasonable control, including but not limited to, acts of God, failure of public or private telecommunications networks, changes in law or regulation, or any other force majeure event or circumstance, whether or not foreseeable.

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Proprietary Rights.

 

Peer.Live LLC owns all rights, title and interest in, and to, without limitation, all intellectual and proprietary rights, including copyright, of any and all featured products or services including, but not limited to, any models, data, summaries, audio-visual works (e.g., images, audio or video recordings, and the like), software code, modules, algorithms, or formulas exhibited in the App or utilized by the App, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect Peer.Live LLC’s ownership or proprietary rights therein or any other of Peer.Live LLC’s information, processes, methodologies, products, goods, services, or materials, tangible or intangible, in any form and in any medium. You may not copy, decompile, or reverse engineer any of the code or functions featured in the App.

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Third Party Technology.

 

Any and all third party technology provided, made available, linked to, or otherwise accessible through the App (“Third Party Technology”) is provided solely as a convenience to you and is not under the control of Peer.Live LLC.  Peer.Live LLC does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third Party Technology. Peer.Live LLC does not have any responsibility or liability to you for any Third Party Technology which you access and you use at your own risk. Further, you agree to comply with any and all terms and conditions applicable to the use of Third Party Technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third Party Technology.

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Third Party Websites.

 

This App may contain links to other independent third party websites (“Linked Websites”). These Linked Websites are provided solely as a convenience and are not under the control of Peer.Live LLC, and Peer.Live LLC is not responsible for and does not endorse the content of such Linked Websites, including any information or materials contained on such Linked Websites. Peer.Live LLC does not have any responsibility or liability for any information, data, communications or materials available on such third-party sites. You therefore access these Linked Websites at your own risk.

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Open Source.

 

Certain items of software included with the App may be subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. To the extent there are any conflicts between the terms of this Agreement and any Open Source Software license corresponding to the open source component(s) of the software included with the App or additional obligations by such Open Source Software license that are not set forth in this Agreement, the terms of the Open Source Software license will control. Peer.Live LLC provides the Open Source Software to you “as is” without any indemnities or warranties of any kind.

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Representations & Warranties.

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In addition to the other representations and warranties contained in this Agreement, you further represent, warrant, and covenant to Peer.Live LLC the following:
 

a. All information you provide to Peer.Live LLC as part of the registration process or otherwise will be truthful, accurate and complete, irrespective of any independent verification or other determination made by Peer.Live LLC;

b. You, your practice, and all goods and services provided in connection with your use of the App will comply with all applicable international, national, federal, state, and local laws, regulations, ordinances, and judicial decisions in courts and tribunals of competent jurisdiction within the United States and abroad, as applicable (collectively, “Law”);

c. You are legally authorized in accordance with applicable Law to provide any and all Information that you provide to the App for all uses contemplated under this Agreement;

d. This Agreement has been duly and validly authorized, accepted, agreed to, and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with this Agreement. You represent that you have full power, capacity and authority to enter into this Agreement; and

e. The performance by you of this Agreement and your use of the App does not and will not conflict with or violate (1) any law, rule, regulation, order, judgment, decree, agreement, instrument, or obligation applicable to you, or (2) if you are an entity, any provision of your organizational or governing documents.

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Disclaimer of Warranties.

 

THE APP, AND ANY THIRD PARTY TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Peer.Live LLC, ITS LICENSORS, AND SUPPLIERS MAKE NO WARRANTY, REPRESENTATION, OR GUARANTY:

  1. AS TO THE SEQUENCE, ACCURACY, TIMELINESS, RELEVANCE, OR COMPLETENESS OF THE APP;

  2. AS TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE APP;

  3. THAT THE APP MAY BE RELIED UPON FOR ANY REASON;

  4. THAT THE USE OF THE APP WILL BE UNINTERRUPTED OR ERROR FREE;

  5. FURTHER, YOUR USE OF THE APP, AND ANY THIRD PARTY TECHNOLOGY IS AT YOUR OWN RISK. Peer.Live LLC DOES NOT WARRANT THAT THE APP OR THIRD PARTY TECHNOLOGY WILL MEET YOUR SPECIFIC REQUIREMENTS. TO THE EXTENT THAT Peer.Live LLC MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

 

Limitation of Liability. EXCEPT WHERE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL Peer.Live LLC BE LIABLE TO YOU OR ANY OTHER PERSON FOR DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR LOSSES OR LOST PROFITS IN CONNECTION WITH THE APP OR OTHERWISE RELATED TO THE USE OF THE APP. THE PROVISIONS OF THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. Peer.Live LLC WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF CIRCUMSTANCES BEYOND ITS CONTROL, WHICH CIRCUMSTANCES INCLUDE NATURAL DISASTER, TERRORISM, THIRD PARTY LABOR DISPUTES, WAR, DECLARATIONS OF GOVERNMENTS, TRANSPORTATION DELAYS, FAILURE OF HARDWARE, EQUIPMENT, OR TELECOMMUNICATIONS FAILURE. Peer.Live LLC WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF YOUR MISUSE OF THE APP BY YOU OR ANY OTHER PERSON. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IN THE EVENT THAT ANY EXCLUSIVE REMEDY PROVIDED HAS FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, IN NO EVENT WILL Peer.Live LLC BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY USE OR MISUSE OF ANY THIRD PARTY TECHNOLOGY. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. IN NO EVENT SHALL THE LIABILITY OF Peer.Live LLC FOR ANY LOSS RELATED TO USE OR INABILITY TO USE THE APP EXCEED $5.00 U.S.

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Indemnification.

 

YOU WILL INDEMNIFY, DEFEND, AND HOLD INDEMNITEES (AS DEFINED  BELOW) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING      FROM OR ATTRIBUTABLE TO (1) YOUR PROVISION OF MEDICAL SERVICES, TREATMENT, AND/OR ADVICE IN CONNECTION WITH YOUR USE OF THE APP OR OTHERWISE; (2) YOUR BREACH OF ANY OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS, OR OTHER AGREEMENTS MADE UNDER THIS AGREEMENT; (3) ANY CLAIMS BY OR DISPUTES RELATED TO YOUR USE OF THE APP ; (4) ANY CONTENT YOU PROVIDE TO THE APP OR OTHERWISE TRANSMIT USING THE APP;  (5) BREACH OF CONFIDENTIALITY RELATED TO YOUR USE OF THE APP; AND (6) VIOLATION OF HIPAA OR OTHER APPLICABLE STATE LAWS BASED ON PATIENT IDENTIFIABLE INFORMATION TRANSMITTED TO THE APP. 

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i. Procedures. The Indemnitee will give you written notice of any Claim for which indemnification is made. However, failure to provide such notice will not relieve you from your liability or obligations under this Agreement, except to the extent you are materially prejudiced as a direct result of such failure. The Indemnitee will cooperate with you at your expense in connection with the defense and settlement of the Claim. You may not settle any indemnified Claim in a manner that adversely affects the Indemnitee without its prior written consent. Further, the Indemnitee may participate in the defense of the Claim through counsel of its own choosing at its own cost and expense. If you fail to promptly assume the defense and employ counsel reasonably satisfactory to Indemnitee, or the Indemnitee has been advised by counsel that there exist actual or potential conflicting interests between you or your counsel and such Indemnitee, the Indemnitee may employ separate counsel, in addition to local counsel, to represent or defend such Indemnitee in such action or proceeding, and you agree to pay the fees and disbursements of such separate counsel as incurred. To the extent indemnification requires the payment of monies owed, such indemnification will occur as soon as reasonably possible after the determination of monies owed, and payment to the Indemnitee will be made within 30 days of a final determination of monies owed. Your obligations under this Section are in addition to any rights that any Indemnitee may have at common law or otherwise.

ii. Defined Terms. “Claim” means each and every claim, request, accusation, allegation, assertion, complaint, petition, demand, suit, action, proceeding, and cause of action of every kind and “Indemnitee” means Peer.Live LLC, its affiliates, and its and their respective officers, directors, shareholders, managers, members, agents, employees, representatives, successors, and assigns. “Loss” means each and every liability, loss, damage, and injury (including injury or damage to any property right, and injury, damage, or death to any Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation, expenditure and disbursement of any kind or nature (including all fees, costs, and expenses of investigation, travel expenses, and value of time expended by personnel), settlement, fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorneys’ fees) incident to any of the foregoing.

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Release.

 

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF THE APP FOR ANY REASON, YOU RELEASE Peer.Live LLC (AND ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, AGENTS, SUBSIDIARIES, REPRESENTATIVES, AND EMPLOYEES) FROM ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

Amendments to this Agreement.

 

Peer.Live LLC may modify, add or remove any of the terms and conditions of this Agreement at its sole discretion at any time without prior notice. You will know when a change to this Agreement has been made, as there will be a change to the “Revised Date” noted at the end of this Agreement. You should visit this registration site from time to time to review the current terms of the Agreement. Any changes will be effective from the Last Revised Date. Your continued use of the App after such modifications are made to the Agreement will mean that you accept and agree to be bound by and comply with such changes and updates.

 

For Authorized Parties in California.

 

In compliance with California Civil Code § 1789.3, an Authorized Party residing in California has the right to contact Peer.Live LLC with any complaints or to seek additional information. Such Authorized Party may email Peer.Live LLC at support@peer.live .

Authorized Use. Except as expressly set forth in this Agreement, you will protect the confidentiality of the App, and will not distribute or otherwise make available the App, or any portion of the App, in any form to any third party. Any rights you may possess in the App expire upon expiration or termination of this Agreement. You will employ the security measures necessary to prevent unauthorized users from accessing the App including your user ID(s) and password(s) (“Login Information”). You are solely responsible for the maintenance and protection of your Login Information. You accept responsibility for, and will be liable for, all access to the App in connection with your Login Information. Without the prior written consent of Peer.Live LLC, you will not utilize the services of any third party to assist you in using the App. Further, you will be responsible for all activities that occur under or in connection with your account and your use of the App.

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You agree that Peer.Live LLC has a worldwide, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any provided information or content, including, but not limited to data related to your use of the App, including your name, profile, biography, and treatment and response for the purpose of operating the App or any related services rendered by Peer.Live LLC. Peer.Live LLC may disclose any such information and content to other users of the App, Peer.Live LLC’s licensees, service providers, clients, researchers, and other third parties in accordance with applicable Law, agreements, and the Privacy Policy.  Further, Peer.Live LLC may also use or disclose such data if required to do so by Law or Peer.Live LLC determines that such use or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property, or personal safety of Peer.Live LLC, its employees, and users of the App. For further information regarding your privacy, please review the Privacy Policy, which is incorporated into this Agreement by reference. Notwithstanding the foregoing, the Privacy Policy may be changed from time to time without amending this Agreement. To the extent that there is a conflict between the Privacy Policy and this Agreement, this Agreement will control with respect to your use of the App; the Privacy Policy controls with respect to the collection, use, disclosure, and disposal of your information. This license includes any right of publicity rights that may be present in the provided information or content.

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Intellectual Property. 

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a. Trademarks. Trademarks, service marks, graphics and logos related to or used in connection with the App are the trademarks of Peer.Live LLC or one or more third party owners, as indicated. You are not granted any right or license with respect to any of the trademarks mentioned above and any use of such trademarks.

b. Copyright Infringement. Peer.Live LLC respects copyright and other laws. Peer.Live LLC requires all App users to comply with copyright and other laws. Peer.Live LLC does not, by the supply of the App, authorize you to infringe the copyright or other rights of third parties. As a condition to use the App, you agree that you must not use the App to infringe upon the intellectual property or other rights of others in any way. The unauthorized reproduction, distribution, modification, public display, communication to the public or public performance of copyrighted works is an infringement of copyright. You are entirely responsible for your conduct and for ensuring that it complies with all applicable copyright and data-protection laws. In the event you fail to comply with laws regarding copyrights or other intellectual property rights, data protection and privacy, you may be exposed to civil and criminal liability, including possible fines and jail time.

c. Ownership and Title. All title to and the rights in the App, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, service marks, domain names, trade dress, trade secrets, Peer.Live LLC’s or third party other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of Peer.Live LLC and/or third parties. 

There may be other content located in the App that is not owned by Peer.Live LLC, and you should respect those property rights as well. All rights not expressly granted herein are reserved to Peer.Live LLC.

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Termination or Suspension.

 

This Agreement is effective for an unlimited duration unless and until terminated as set forth herein. Your rights under the license granted shall terminate automatically without notice from Peer.Live LLC if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the App, and destroy all copies of the App. In the event of termination or suspension, no portion of any payments of any kind whatsoever previously provided to Peer.Live LLC shall be refunded, owed, or otherwise repayable to you. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.

Miscellaneous. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. No failure or delay by Peer.Live LLC or its affiliates to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any other right or power. Waiving one breach will not be construed to waive any succeeding breach. 

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Entire Agreement.

 

This Agreement, the Privacy Policy, and any other terms of use, or other guidelines (collectively, “Other Terms”) provided by Peer.Live LLC through or in connection with the App contain the entire understanding of the parties with respect to the subject matter of this Agreement and supersede all previous verbal and written agreements between the parties concerning the subject matter of this Agreement. To the extent that any other terms conflict with any provision of this Agreement, this Agreement will control. The App is the property of Peer.Live LLC. Peer.Live LLC reserves the right to change, add or remove portions of this Agreement or the App at any time and at its sole discretion. Your continued use of the App following the posting or delivery to you of any changes means that you accept and agree to such changes. 

Assignment. This Agreement, and any rights or obligations in this Agreement will not be assigned by you without the prior written consent of Peer.Live LLC. Any attempt to assign or transfer this Agreement other than in accordance with this provision will be null and void. Subject to the forgoing, this Agreement and its terms and provisions inure to the benefit of and are binding upon the parties and their respective successors, heirs, personal representatives, and assigns.

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Export Rules and U.S. Government Restricted Rights.

 

You agree that you will not provide access to or use of the App to any citizen of a country to which access or use thereof is barred, or to which exports or shipments are barred, or to anyone on the U.S. Treasury Department’s list of Specially Designated National or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted parties lists by the United States government. Further, you will not shop, transfer, or export the App into any country or use the App in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the App is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen of, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving access to or using the App. All rights to access and use of the App are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

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Governing Law and Dispute Resolution.

 

To the extent not prohibited by law, you agree that this Agreement and all disputes, actions, or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of Ohio applicable to contracts wholly made and to be performed within the State of Ohio.  

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Should any dispute arise out of this Agreement, all parties must resolve the dispute through mediation in accordance with the following terms and conditions.  In no event shall any party initiate litigation against the other party without submitting the dispute to mediation:

 

Mediation: A party shall submit a dispute to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties located within the state of Ohio.  If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of the written notice, the parties will promptly select a mutually acceptable mediation provider entity located within the state of Ohio, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with knowledge of contract law, with no ongoing business relationship with either party. The mediator shall conduct the mediation in accordance with the rules and procedures that they determine following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute.  The mediator may not testify for either party in any later proceeding relating to the dispute.  Each party shall bear its own costs in the mediation and share equally the fees and expenses of the mediator.  Each party shall treat information received from the other party pursuant to the mediation as confidential information of such other party.  

 

Arbitration: If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, after a period of 180 days (“the 180-day mediation period”), then the parties may submit the dispute to an arbitrator.  To the extent that arbitration is necessary to resolve the dispute, such arbitration shall be treated as confidential and held in the state of Ohio. The parties must seek an arbitrator through the American Arbitrator Association (“AAA”). If the parties cannot agree on an arbitrator within fifteen (15) calendar days after the 180-day mediation period, then the parties will submit the selection of an arbitrator to the AAA. Any decision of the arbitrator shall be conclusive and binding on the parties and shall be enforceable in any court of competent jurisdiction.  

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To the extent that any suit is brought forth by either party, both parties irrevocably submit to the sole and exclusive jurisdiction of the courts of Ohio or the Federal court of the Northern District of Ohio, and to irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that Ohio is an inconvenient forum.

  1. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

Notices.

 

All notices, requests, or consents sent to Peer.Live LLC that are required or permitted under this Agreement must be in writing (including electronic form) and must be delivered to the address designated below in a notice served in the manner provided for below. Each notice, request, consent, or other communication will be given and will be effective: (1) if delivered by hand, when so delivered; (2) if delivered by nationally recognized overnight courier service or sent by United States Express Mail, upon confirmation of delivery; (3) if delivered by certified or registered mail, on the third following day after deposit with the United States Postal App; or (4) if delivered by facsimile, upon confirmation of successful transmission, and if delivered by email, upon confirmation of receipt by the other party in writing by return email. 

 

Peer.Live LLC

 

Revised Date: August 4, 2025

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