Terms of Service.

Last updated: September 25, 2025

Introduction, Acceptance and Effective Date.

These Terms of Service (“Terms”) are entered into between Elm Park Labs, Inc., a Delaware corporation with offices at 150 Vester, Suite 316, Ferndale, MI 48220 (“Elm Park Labs” or “Company”), and the individual or entity accepting the Terms, electronically or by signature (“Customer,” “you,” or “your”). The Company and the Customer are collectively referred to as the “Parties” and individually as a “Party.”

The access to and use of our services (“Services”) are provided to you subject to your acceptance on the (“Order Form”) that you have read and agree to the Terms by signing. These Terms of Service, together with the accompanying Order Form, constitute the entire agreement between the Parties (“Agreement”).

By accepting the Terms of Service, you acknowledge and agree that: (1) you are at least 16 years of age (or the minimum age in your jurisdiction for entering into a binding contract); (2) you have read and understand the Terms of Service; (3) you are legally bound to the Terms of Service and any other agreements or policies incorporated herein by reference; and (4) you have the authority to accept the Terms of Service on behalf of yourself as an individual or on behalf of the entity that your represent; and (5) your use of the Services does not violate any law, rule or regulation or terms and conditions or requirements to which you are subject.  If you are accessing the Services on behalf of an entity of which you are an Authorized User (e.g., as an employee, representative, contractor, or customer) and that entity has executed a separate version of (1) the Terms of Service with an Order Form; or (2) added specific terms listed on Exhibit A that are included with the Terms of Service and the Order Form,  in which case shall govern your access to and use of our Services.

PLEASE NOTE THAT THESE TERMS OF SERVICE CONTAIN IMPORTANT RESTRICITONS AND LIMITAITONS OF LIABILITY SO PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICES.  IF YOU DO NOT AGREE TO THE TERMS OR HAVE THE AUTHORITY TO BIND THE ENTITY YOU REPRESENT TO THE TERMS, YOU CANNOT USE THE SERVICES.

DEFINITIONS

“Account” means the Customer-identified Account identified on the Platform that the Customer Authorized User uses to access the Services provided by the Company.

“Approved Hardware” means the hardware approved for use with the Service in each Order, (See Addendum XX).

“Authorized User” means an employee, representative, or contractor of Customer who is authorized by the Customer to access the Services. This includes all user roles defined within the Service.

“Customer Administrator” means the Authorized User that has access to assign Services to specific Authorized Users of the Customer.

“Customer Data” means all data, content, and information submitted by or on behalf of the Customer and/or Authorized Users into the Service, or a specific output generated by the Customer and/or Authorized Users use of the Service.

“Data protection” means the commercially reasonable compliance to GDPR, PII, and HIPPA requirements and applicable policy documents. Privacy Policy

“Demo / Trial Period and Terms” means access granted to an Authorized User for use of the Services that will expire on a specified date.

“Documentation” means the user manuals, instructions, video reference, specifications, as may be updated from time to time, that describe the functionality, features, operation, or requirements of the Services.

“Domains” means Company owned or operated locations to access the Services, that are accessible by Authorized Users.

“Effective Date”   means the agreed date for the Services to begin identified as signature date on the Order Form.

“EULA” means end user license agreement, that the End User of the Services must agree to and may be updated from time to time.

“Exhibit A” means a document that Customer and Company may add unique terms to the Agreement or modify the existing terms to account for specific concerns or contract needs.

“Order Form” means a document specifying Subscription items, terms, including fees, billing cycles, and user limits. Subscription Start Date, Subscription End Date, the Order.

“Fee” means the payment fee paid by Customer for Services made available during the Subscription Term.

“Professional Services” means any professional services related to Customer’s use of the Service, such as consulting, implementation, or training services, provided by Company to Customer as expressly identified in the Order Form.

“Platform” means the systems that may be a domain or website responsible for providing access to use and manage products and Subscriptions that allow the Customer and Company Service access in a centralized online location, under the Customer’s Account.

“Service” means the features, products, Platform, applications, materials, websites or domains, and support made available to you with or without a Subscription that are developed, operated, provided, delivered, supplied, or maintained by Company.

“Subscription” means the Services provided for a specific period of time by the Company identified on the Order Form.

“Third Party Products and Content” means any applications, products, services, or content that are independent of or interoperate with the Service.

“Website” means the domain located at www.elmparklabs.com providing general information that outlines products, services, and new services of which is governed by the “Terms of Use”.  The Website may provide access to other domains that require user credentials to access the use of the Services by Authorized Users.

SCOPE OF SERVICES

The Company provides Services through solutions that offer immersive training and educational content across various industries, including but not limited to healthcare, industrial, and manufacturing Customers. The Service is designed as a training aid and does not substitute for hands-on experience, professional judgment, regulatory compliance, or legally mandated certifications. While the Company strives to provide accurate and up-to-date training materials, the Service should not be relied upon as a sole source of instruction for any critical or high-risk tasks. Users are responsible for ensuring compliance with all applicable laws, regulations, industry standards, and organizational policies when utilizing the Service.

Use of Service. Subject to the terms and conditions of this Agreement, and for the Term specified in the Order Form, the Company grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable license for Authorized Users to access and use the Service solely for the internal business operations of the Customer.

Access and Usage.  The Customer will have access to the applications listed on the Order Form, subject to the terms of this Agreement. Authorized User accounts are non-transferable and cannot be shared. The Customer is responsible for maintaining the confidentiality of login credentials and promptly notifying the Company of any unauthorized use.

Modifications to Service.  The Company reserves the right to modify the features or functionality of its applications and Services. Any modifications will not materially diminish the overall quality or scope of the Services.

Account. The Company will activate the Customer Account at the Start Date specified on the signed Order Form.  This Account enables Authorized Users to access to the Services identified on the Order Form.

SUBSCRIPTIONS

Subscriptions: Services are provided on a subscription basis for a specific period specified on one or more Order Forms that detail the corresponding fees.

Subscription Term and Renewals Subscriptions begin on your Start Date and end on the End Date identified on the Order Form, unless sooner terminated in accordance with the Terms. Paid Subscriptions automatically renew for successive periods unless they are canceled or terminated. Fees for a renewed paid Subscription will be charged at the then-current Subscription plan rates.

Subscription Cancelation.  If you cancel your paid Subscription according to these Terms or in another manner recognized and approved by us, it will not be renewed, and you will not be charged for the next Subscription Term nor will you receive any refund for credits that have not been used prior to the end of your current Subscription Term.

Demo / Trial Subscription.  Will be outlined in a separate Order Form with additional terms and fees for a limited evaluation period.

Automatic Renewals. Subscriptions automatically renew for the term specified in the Order Form unless canceled by either Party in writing at least 45 days before the renewal date. Company will notify the Customer of upcoming renewals and any changes at least 60 days before the renewal date.

Cancellations and Refunds. Customers may cancel their subscription by providing written notice at least 45 days prior to the end of the current subscription term. Fees for the current subscription term are non-refundable except as required by applicable law or as expressly stated in the Order Form. If your Subscription is cancelled no refunds will be provided by the Company.

FEES AND PAYMENT

Payment.  The Customer agrees to pay the subscription fees specified in the Order Form. Fee for payment will be made for the amount identified on the invoices presented to the Customer who is responsible for the payment.  All fees are due in U.S. dollars. Unless otherwise stated in the Order Form, fees are billed on the Start Date and subsequent renewal dates. Payment will be made by Customer within 30 days of receipt of the invoice, all fees are non-refundable and non-cancellable and can be made by check or wire transfer.  Customer accepts all risks for payment through any intermediary used by Customer.

Payment by ACH.  Paying by ACH, Customer authorizes the Company or our designated payment processor to store necessary bank account information and other required information and to conduct automatic debits of the designated bank account for such Fees.

Late Payments.  Late payments will incur interest at 1% per month or the maximum rate allowed by law, whichever is lower. The Company reserves the right to suspend access to the Service until overdue payments are resolved.

Taxes.  All Fees stated in any invoice are exclusive of taxes, levies, duties, tariffs or similar governmental assessments, including sales, value-added, goods and services tax, use or withholding taxes, assessable by any jurisdiction, (collectively, “Taxes”). You agree to pay all Taxes, and any related penalties and interest, associated with the use of our Services, except for those taxes based on our net income. If applicable law requires us to charge, collect and remit any Taxes on your behalf, the Taxes will be added to an invoice for payment by you. In such case, you represent that you are registered for tax purposes with the appropriate taxing authority, and at our request, you will provide us with applicable tax registration number(s).  If the Customer is tax-exempt, they must provide a valid exemption certificate within five (5) business days of providing notice to you that we received notice from a taxing authority.

TERM AND TERMINATION

Term. The Term begins on the Start Date specified in the Order Form and continues for the duration outlined in the Order Form, unless terminated earlier according to the provisions of this Agreement.

Termination for Convenience. Either party may terminate this Agreement for any reason by providing forty-five (45) days prior written notice. However, termination for convenience can only take effect after the Subscription Term defined in the Order Form has elapsed.

Termination for Cause. Either party may terminate the Subscription immediately upon written notice if the other party materially breaches the terms of this Agreement and fails to remedy such breach within forty-five (45) days of receiving notice.

•  Customer Termination: If terminated for cause by the Customer, the Company will promptly refund any prepaid fees covering the remaining period of the Term after the effective date of termination.

•  Company Termination: If terminated for cause by the Company, the Customer agrees to promptly pay any unpaid fees covering the remaining period of the Term after the effective date of termination.

Additional Termination Conditions. In addition to any other termination rights provided in the Terms:

•  The Terms may be terminated by either Party upon written notice if:

•  The other Party materially breaches the Terms, effective forty-five (45) days after written notice unless the breach is cured within that period, or immediately if the breach cannot be cured;

•  The other Party becomes subject to bankruptcy proceedings not dismissed within forty-five (45) days, or any other insolvency, receivership, liquidation, or assignment for the benefit of creditors;

•  The other Party ceases operations without a successor.

•  We reserve the right to terminate the Terms immediately without prior notice if we determine that you have violated any acceptable use policies related to the Services or have otherwise acted in a way that harms us, our existing or prospective users.

Effect of Termination. Upon cancellation of a Subscription:

•  The Customer will lose all access to the Services.

•  Any outstanding fees will become immediately due and payable.

Service Suspension

The Company reserves the right to suspend access to the Service, in whole or in part, under the following conditions:  (1) If the Customer or an Authorized User is using the Service in violation of this Agreement or applicable law. (2) To protect the security or integrity of the Service or the Company’s or its affiliates’ infrastructure, as deemed necessary by the Company. (3) As required by applicable law or regulatory authority.  (4) If any undisputed fees owed by the Customer remain overdue by forty-five (45) days or more, provided the Company has given the Customer at least ten (10) days’ prior written notice.  (5) If the Customer engages in an action that is likely to harm or negatively affect the Company, its affiliates, or its existing or prospective users.

The Company will use commercially reasonable efforts to work with the Customer to resolve the issue causing the suspension. However, nothing in this Section limits the Company’s right to terminate for cause as set forth in these Terms.

CUSTOMER RESPONSIBILITIES

The Customer agrees to obtain all necessary consents and permissions for Authorized Users to access the Service and ensure their compliance with this Agreement. The Customer is solely responsible for the accuracy, legality, and appropriateness of all Customer Data and must implement reasonable measures to prevent unauthorized access to the Service, notifying the Company immediately of any security breaches.

Additionally, the Customer is responsible for reviewing all communications from the Company and ensuring that relevant information is shared with Authorized Users. If the Customer receives a third-party notice that may affect Service access, timely notification to the Company is required.

The Customer and Authorized Users must comply with the Company’s Acceptable Use Policy (AUP). Prohibited actions include using the Service for third-party access, sharing credentials, disclosing non-public features, or accessing the Service to develop competing products. The Company may suspend Service access without prior notice for suspected violations, in addition to pursuing other remedies. The Customer may not reverse-engineer, decompile, or create derivative works from the Service, nor remove proprietary notices.

The Customer is responsible for preventing unauthorized access, securing credentials, and promptly addressing any known breaches. The Customer remains fully liable for all actions taken by Authorized Users and any use of the Service through its account, whether authorized or unauthorized.

CUSTOMER RESPONSIBILITIES

General Responsibilities.  The Customer agrees to: (1) Obtain all necessary consents and permissions for Authorized Users to access the Service. (2) Ensure that all Authorized Users comply with the terms of this Agreement. (3) Be solely responsible for the accuracy, legality, and appropriateness of all Customer Data provided or transmitted through the Service. (4) Implement reasonable measures to prevent unauthorized access to the Service and promptly notify the Company in writing of any known or suspected security breaches.

Notifications. The Customer is responsible for: (1) Promptly reviewing all communications and materials provided by the Company, including updates or changes to the Service. (2) Ensuring that all relevant information is made available to Authorized Users as appropriate. (3) If the Customer receives notice from a third party that may affect access to the Service, the Customer must notify the Company in a timely manner.

Acceptable Use. The Customer and all Authorized Users must comply with the Company’s Acceptable Use Policy (AUP). The Customer and Users agree not to: (1) Use the Service for any service bureau, time-sharing, or similar purposes, or otherwise permit third parties to access the Service. (2) Share System passwords, log-in credentials, or other access information with any third party. (3) Share non-public features, functions, or content of the Service with third parties. (4) Access the Service to build or support a competing product or service, or to copy any features, functions, or graphics of the Service.

If the Company reasonably suspects a breach of this section, including without limitation by any Authorized User, the Company may, without prior notice, suspend access to the Service for the Customer and/or the offending User(s). Such suspension is in addition to, and not in lieu of, any other remedies available to the Company under this Agreement or applicable law. Nothing in this Agreement obligates the Company to monitor or take action against any Customer, User, or third party for violations of the AUP, but the Company reserves the right to take any action it deems appropriate.

Restrictions. The Customer will not, and will ensure that Authorized Users do not, directly or indirectly: (1) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Service or System, including without limitation, the System Software. (2) Modify, translate, or create derivative works based on the Service or System or any part thereof. (3) Remove, alter, or obscure any proprietary notices, labels, or trademarks from the Service.

Unauthorized Access and Security.   The Customer shall take commercially reasonable measures to prevent unauthorized access to the Service, including protecting passwords and other access credentials. The Customer shall immediately notify the Company of any actual or suspected unauthorized access, use, or security breach involving the Service. The Customer shall use commercially reasonable efforts to stop any unauthorized use or breach of security.

The Customer is fully responsible and liable for:  All actions and omissions of Authorized Users, including any use that violates the Acceptable Use Policy or this Agreement. Any use of the Service through the Customer’s account, whether authorized or unauthorized, including any actions taken by individuals using the Customer’s credentials or access permissions.

COMPANY RESPONSIBILITIES 

Service Updates. The terms of this Agreement also apply to updates, upgrades, or modifications to the Service made available by the Company. The Company may update the functionality, user interfaces, usability, and documentation as part of its ongoing efforts to enhance the Service, provided such updates do not materially reduce the Service’s overall quality or performance.

Content Availability.  During your subscription you may be notified of one or all of the following (1) Company may release additional Services, and Customer will have access to the additional Services through the remainder of the calendar year; (2) Company may present Customer with a modified Order Form to include these additional Services at renewal; (3) Company may provide a new Order Form that outlines the new Services that are available to add to a new Subscription.

Subcontractors.  The Company may engage subcontractors to perform parts of the Services, provided that: (1) Subcontractors are bound by written agreements consistent with the terms of this Agreement, including confidentiality obligations.  (2) The Company conducts due diligence on subcontractors and remains liable for their acts and omissions.

Professional Services.  If Professional Services are included in the Order Form, the Company will provide such services according to the terms specified therein. Unless explicitly stated otherwise, all timelines for Professional Services are estimates and not guarantees.

INTELLECTUAL PROPERTY 

Ownership.  Company retains all rights, title, and interest in and to the Services, including all related materials, modifications, derivative works, upgrades, updates, and associated intellectual property rights.

Restrictions. Customer shall not (1) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services. (2) Use the Services in violation of applicable laws or the terms of this Agreement.

Company Property.  Subject to the limited rights expressly granted to the Customer herein, Company reserves and exclusively owns all rights, title, and interest in and to the Service, including; (1) modifications, derivative works, upgrades, updates, and all related intellectual property rights; (2) any work product created by the Company during the provision of Professional Services, unless explicitly stated otherwise in the Order; (3) if Customer or its Authorized Users provide feedback or suggestions regarding the functionality, performance, improvements, comments, errors questions, or the like of the Service, Customer grants Company an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use such feedback for any purpose without any obligation or compensation to the Customer or its Authorized Users.

Customer Data.  Customer retains ownership of its data processed within the Services, subject to the limited rights granted to the Company as outlined in this Agreement.

Company Use of Customer Data.  Customer acknowledges that access to and use of Customer Data is necessary for the Company to provide the Services. Accordingly, Customer grants Company a non-exclusive, perpetual, irrevocable, fully paid-up right and license to; (1) Access, reproduce, create derivative works, distribute, and use the Customer Data solely to; (a) provide the Services to Customer; (b) deliver similar services to Company’s other Customers; (c) improve the Services and Company’s offerings. (2) Disclose Customer Data only in anonymized, de-identified, or aggregated form, ensuring that neither Customer nor its personnel are specifically identified.

De-identified Data.  Customer acknowledges that Company may collect, use, and analyze de-identified data derived from Customer Data (the “De-identified Data”) for lawful business purposes, including. (a) Improving and enhancing the Services. (b) Conducting development, diagnostic, and corrective activities related to the Services. (c) Company may disclose De-identified Data solely in aggregate form, provided that such data is reasonably incapable of re-identification and does not identify Customer, its customers, or any other individual or entity.

THIRD-PARTY PRODUCTS AND CONTENT

If the Customer integrates Third-Party Products with the Service (1) Such use is solely at the Customer’s discretion and risk. (2) The Company makes no guarantees or warranties regarding Third-Party Products and will not support them. (3) Third-Party Business or Entity’s may access Customer Data, and the Company is not responsible for any resulting use or disclosure of such data.

CONFIDENTIALITY

Definition of Confidential Information. “Confidential Information” refers to all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that: (a) Is designated as confidential; or (b) Should reasonably be understood as confidential based on its nature and the circumstances of disclosure.

Obligations of the Receiving Party. The Receiving Party agrees to: (1) Standard of Care: Use the same degree of care to protect the Disclosing Party’s Confidential Information as it does for its own confidential information of a similar nature, but no less than a reasonable standard of care.

Compelled Disclosure. Receiving Party may disclose Confidential Information if required by law, provided that: (1) Prior Notice: The Receiving Party gives the Disclosing Party prior written notice of the required disclosure, where legally permissible. (2) Assistance: The Receiving Party provides reasonable assistance, at the Disclosing Party’s expense, to enable the Disclosing Party to contest the disclosure or seek a protective order.

DATA SECURITY AND PRIVACY DPA GDPR

DPA Data Security. The Company will implement and maintain commercially reasonable administrative, physical, and technical safeguards, aligned with industry standards, to protect against unauthorized access, use, or disclosure of Customer Data. Privacy Policy

DPA Compliance. Each Party shall comply with all applicable laws and regulations related to its performance under this Agreement, including but not limited to data protection laws such as HIPAA, GDPR, PII or other regional regulations.

ACCEPTABLE USE POLICY

AUP Usage Restrictions. The Customer shall not (1) Use the Service for any purpose other than internal business operations. (b) Upload or share content that is unlawful, infringing, or harmful to the Service’s functionality. (c) Reverse engineer, decompile, or attempt to extract the Service’s source code. (2) Use the Service to create a competing product or service.

SERVICE LEVEL SUPPORT

SLA Standard Support. As part of the Service, the Company will provide standard support, documentation, and other online resources to assist the Customer with the use of the Service.

REPRESENTATIONS AND WARRANTIES

Mutual Representations and Warranties. Each party represents and warrants that: (1) It is an entity in good standing in the jurisdiction in which it is registered. (2) It has full right, power, and authority to enter into this Agreement and to bind itself to the terms and conditions herein, and it is not a party to any agreement that conflicts with its ability to enter into this Agreement. (3) It will comply with all applicable federal, state, and local laws and regulations concerning its performance of obligations under this Agreement.

Company Representations and Warranties. The Company represents and warrants that: (1) The Services will perform substantially in accordance with the documentation provided to the Customer. (2) The Company has all necessary rights, licenses, and permissions to deliver the services and grant the Customer the rights outlined in this Agreement. (3) The services comply with all applicable laws, regulations, and industry standards. (4) The Company will use commercially reasonable efforts to ensure the Services and Platform are free of viruses, malware, or other harmful code.

Customer Representations and Warranties. The Customer represents and warrants that: (1) It has the authority to enter into and fulfil its obligations under this Agreement. (2) It will comply with all applicable laws and regulations in its use of the Services. (3) It will not upload or transmit any content that infringes on third-party intellectual property rights or violates applicable laws. (4) It will adhere to the terms outlined in the Acceptable Use Policy. 

INDEMNIFICATION

Company Indemnification.  Company agrees to indemnify, defend, and hold harmless the Customer, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (1) The Company’s breach of this Agreement or applicable laws. (2) Claims that the Services or any deliverables provided under this Agreement infringe on the intellectual property rights of any third party.

Customer Indemnification.  Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (1) The Customer’s breach of this Agreement or applicable laws. (2) The Customer’s misuse of the Services, including unauthorized access or actions beyond the scope of this Agreement. (3) Any content, data, or materials provided by the Customer that infringe on a third party’s rights or violate applicable laws or regulations.

Indemnification Process.

Notification. The indemnified party must promptly notify the indemnifying party in writing of any claim for which indemnification is sought. Failure to provide timely notice will not relieve the indemnifying party of its obligations under this Section, except to the extent it is materially prejudiced by the delay.

Defense and Settlement. The indemnifying party will have control of the defense and settlement of the claim, provided that: (1) The settlement does not impose any liability, obligations, or restrictions on the indemnified party without its prior written consent, which shall not be unreasonably withheld or delayed. (2) The indemnified party retains the right to participate in the defense of the claim at its own expense.

Cooperation: The indemnified party will reasonably cooperate with the indemnifying party in the defense and settlement of the claim, at the indemnifying party’s expense.

DISCLAIMER

EXCEPT AS EXPRESSLY STATED HEREIN, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE EXTENT LEGALLY PERMISSIBLE, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. FURTHERMORE, THE COMPANY MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.”

 

ADDITIONAL DISCLAIMERS

CUSTOMER DATA AND DIRECTION LIABILITY DISCLAIMER. COMPANY WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES CAUSED BY ERRORS OR OMISSIONS IN ANY CUSTOMER DATA OR OTHER INFORMATION PROVIDED TO COMPANY BY CUSTOMER IN CONNECTION WITH THE SERVICES OR FOR ANY ACTIONS TAKEN BY COMPANY AT CUSTOMER’S DIRECTION. COMPANY WILL NOT BE LIABLE FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S OR ANY USER’S USE OF ANY THIRD-PARTY PRODUCTS, SERVICES, SOFTWARE OR WEB SITES THAT ARE ACCESSED ON APPROVED HARDWARE AND UNRELATED TO THE SERVICES.

MEDICAL ADVICE DISCLAIMER.

THE SERVICES PROVIDED BY THE COMPANY ARE FOR EDUCATIONAL AND TRAINING PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL, CLINICAL, OR PROFESSIONAL ADVICE. THE SERVICES ARE NOT INTENDED TO, AND SHALL NOT, REPLACE OR SUBSTITUTE FOR THE INDEPENDENT JUDGMENT, TRAINING, EDUCATION, OR EXPERIENCE OF ANY PHYSICIAN, NURSE, PHARMACIST, TECHNICIAN, SPECIALIST, OR OTHER LICENSED HEALTHCARE PROFESSIONAL. THE COMPANY MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE ACCURACY AND TIMELINESS OF THE SERVICES; HOWEVER, THE SERVICES MAY CONTAIN TECHNICAL OR FACTUAL INACCURACIES, ERRORS, OR OMISSIONS. MEDICAL INFORMATION IS SUBJECT TO CONTINUAL CHANGE, AND THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICES WILL REFLECT THE MOST CURRENT RESEARCH, STANDARDS, OR CLINICAL GUIDELINES. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL INCLUDE OR ADDRESS ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, DRUG INTERACTIONS, ADVERSE EFFECTS, OR OTHER CONSIDERATIONS RELATED TO ANY MEDICAL PRODUCT, DEVICE, PROCEDURE, DIAGNOSIS, OR TREATMENT. THE COMPANY DOES NOT ENDORSE, RECOMMEND, OR GUARANTEE THE SAFETY, EFFICACY, OR APPROPRIATENESS OF ANY SPECIFIC PRODUCT, DEVICE, SERVICE, TEST, PHYSICIAN, TREATMENT, OR OPINION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY INJURY, DAMAGE, OR HARM (INCLUDING DEATH) TO ANY PATIENT, HEALTHCARE PROVIDER, OR THIRD PARTY RESULTING FROM THE RELIANCE UPON OR MISUSE OF THE SERVICES, OR FROM ANY ACTION OR DECISION TAKEN BASED ON INFORMATION PROVIDED THROUGH THE SERVICES.  THE SERVICES ARE INTENDED ONLY AS A SUPPLEMENTARY TRAINING TOOL TO SUPPORT CUSTOMER’S INTERNAL WORKFORCE TRAINING AND ASSESSMENT PROGRAMS. THE CUSTOMER RETAINS FULL RESPONSIBILITY FOR IMPLEMENTING, INTERPRETING, AND VALIDATING ALL OUTPUTS, REPORTS, AND OTHER INFORMATION GENERATED THROUGH THE SERVICES, AS WELL AS ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, AND INDUSTRY STANDARDS.

 

HIGH-RISK USE DISCLAIMER.

THE SERVICES PROVIDED BY THE COMPANY ARE NOT DESIGNED TO BE ERROR-FREE, FAULT-TOLERANT, OR SUITABLE FOR USE IN ENVIRONMENTS WHERE FAILURE, DELAY, OR MALFUNCTION COULD RESULT IN CATASTROPHIC CONSEQUENCES, INCLUDING BUT NOT LIMITED TO LOSS OF LIFE, SERIOUS PERSONAL INJURY, PERMANENT DISABILITY, PHYSICAL OR EMOTIONAL IMPAIRMENT, SEVERE DAMAGE TO PROPERTY, OR ENVIRONMENTAL HAZARDS (“HIGH-RISK ACTIVITIES”).

HIGH-RISK ACTIVITIES INCLUDE, BUT ARE NOT LIMITED TO:

•  HEALTHCARE SETTINGS, SUCH AS SURGICAL PROCEDURES, PRENATAL OR NEONATAL CARE, EMERGENCY MEDICAL RESPONSE, LIFE-SUPPORT SYSTEMS, OR ANY DIRECT CLINICAL APPLICATION WHERE RELIANCE ON THE SERVICES MAY AFFECT PATIENT OUTCOMES.

•  INDUSTRIAL, MANUFACTURING, OR ENGINEERING APPLICATIONS, INCLUDING OPERATION OF HEAVY MACHINERY, CHEMICAL PROCESSING, CONSTRUCTION, NUCLEAR FACILITIES, TRANSPORTATION CONTROL SYSTEMS, OR ANY MISSION-CRITICAL ENVIRONMENT WHERE SYSTEM FAILURE COULD RESULT IN INJURY, LOSS OF LIFE, OR SIGNIFICANT PROPERTY OR ENVIRONMENTAL DAMAGE.

THE COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR HIGH-RISK ACTIVITIES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE SERVICES. THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH, PROPERTY DAMAGE, LOSS OF DATA, OR BUSINESS INTERRUPTION ARISING FROM OR RELATED TO THE USE OR MISUSE OF THE SERVICES IN ANY HIGH-RISK ACTIVITY.

CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICES IN ANY HIGH-RISK ENVIRONMENT AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS, LIABILITIES, DAMAGES, OR LOSSES RESULTING FROM SUCH USE.

 

HEALTH AND SAFETY DISCLAIMER. CUSTOMERS SHOULD USE THE APPROVED HARDWARE IN STRICT ACCORDANCE WITH THE GUIDELINES PROVIDED BY THE APPROVED HARDWARE MANUFACTURER. THE SERVICES SHOULD NOT BE USED BY CHILDREN UNDER THE AGE OF THIRTEEN. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILILITY ARISING FROM USERS’ USE OF THE APPROVED HARDWARE NOT IN ACCORDANCE WITH THE MANUFACTURER’S GUIDELINES.

LIMITATION OF LIABILITY 

EXCEPT AS SET FORTH IN THE TERMS, IN NO EVENT WILL COMPANY, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS, OR EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE UNDER OR IN CONNECTION WITH THE TERMS OR THEIR SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DAMAGES WHATSOEVER, INCLUDING: (A) LOSS OF PRODUCTION, USE, BUSINESS, INCOME, REVENUE, PROFIT, OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE, LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) ANY LOSS, DAMAGE OR IMPAIRMENT DUE TO ANY CLAIMS OR ACTIONS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF YOUR OR YOUR USERS’ USE OR ACCESS TO THE SERVICES (INCLUDING ANY INJURY OR PROPERTY DAMAGE THAT OCCURS AT A USER’S LOCATION); OR (E) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES (INCLUDING SUCH LOSSES IDENTIFIED IN (A) – (D) OF THIS PROVISION TO THE EXTENT THOSE LOSSES OR PORTIONS THEREOF ARE NOT DIRECT LOSSES), REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF COMPANY AND ITS LICENSORS, SERVICE PROVIDERS, SUPPLIERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS UNDER OR IN CONNECTION WITH THIS TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY YOU TO COMPANY DURING THE PRORATA THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR ACTION AROSE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

MISCELLANEOUS

Entire Agreement.  This Agreement, along with its referenced documents, constitutes the entire agreement between the parties concerning its subject matter. In the event of a conflict between this Agreement and the provisions of reference document in the form of a specifically negotiated signed contract, the provisions of that document will control.

Attribution.  The Customer agrees that the Company may use the Customer’s name and logo to indicate the Customer’s use of the Service in the Company’s website, marketing materials, and communications with existing or prospective customers. Such use will comply with the Customer’s style guidelines or requirements, as communicated by the Customer to the Company.

Force Majeure.  Except for payment obligations, neither party will be liable for failure or delay in performance due to events beyond their reasonable control, including natural disasters, fires, epidemics, pandemics, riots, war, terrorism, internet outages, labor shortages, or government actions (“Force Majeure Events”). (1) If nonperformance due to a Force Majeure Event persists for more than thirty (30) days, either party may suspend this Agreement without penalty upon written notice to the other. (2) Upon the resumption of normal operations, the suspension will be lifted, and Services will continue.

Assignment.  Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. (1) Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the other party’s consent, in connection with a merger or the sale of all or substantially all its assets, provided written notice is given to the other party. (2) Any unauthorized assignment will be void. This Agreement will bind and benefit the parties and their respective successors and permitted assigns.

Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Michigan without regard for principles of choice of law.  (1) Any claims, demands, or actions asserted against the Company shall be brought in the Michigan Court of Claims.  (2) Customer, its successors and assigns, consent to the jurisdiction of a court with applicable subject matter jurisdiction sitting in the state of Michigan with respect to any claims arising under this Agreement.

Export Control. You may not access, download, use, import, or export the Sites, or the Content provided on or through the Sites, in violation of U.S. export laws or regulations, or in violation of any other Applicable Laws. You agree to comply with all Applicable Laws of the United States or applicable agency or authority in the jurisdiction where you accessed the Sites, and to not directly or indirectly provide or otherwise make available any services or products of Company including access to the Sites, in violation of any such Applicable Laws.

Dispute Resolution. Customer and the Company will attempt to settle any claim or controversy arising from this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the parties, if necessary.  If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement may be submitted to the American Arbitration Association as Partys may determine.

Notices.  All notices under this Agreement must be in writing and sent to the physical and/or email address provided below. Notices will be deemed given: (1) Upon receipt if delivered in person or sent by certified or registered mail, return receipt requested. (2) On the first business day following transmission by email or recognized overnight delivery service.

Insurance.  Each party shall maintain insurance coverage typical for entities operating in similar industries and circumstances.

Relationship of the Parties; Third-Party Beneficiaries.  The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. (1) There are no third-party beneficiaries to this Agreement.

Waivers and Amendments.  No failure or delay by either party in exercising any right or remedy will operate as a waiver, nor will partial exercise preclude further exercise of any rights. (1) Any waivers or amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability.  If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions will remain in effect to the maximum extent permissible.

Counterparts and Electronic Execution.  This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

Survival

The following sections will survive termination or expiration of this Agreement: Protection of Customer Data, Fees and Payment Obligations, Proprietary Rights, Confidentiality, Indemnification, Limitation of Liability, Termination for Cause, Effects of Termination, Survival, and General Provisions.

Additionally, any other provisions that by their nature are intended to survive termination or expiration will remain in effect.

Elm Park Labs will maintain records of revision of this document, as updates may be made in the future.

How to Contact Elm Park Labs

If You have any questions or comments, please contact us by email sent to support@elmparklabs.com or by mail at Elm Park Labs, 150 Vester, Suite 316, Ferndale, MI 48220.