End User License Agreement

This End User License Agreement (“Agreement“) is a binding agreement between you, on your behalf and on behalf of the entity you are representing if any (“End User” or “you “), and the Company. This Agreement is with iCrypto, Inc., a Delaware Corporation (“Company“). This Agreement governs your use of the CLEAR2GO Application, (including all related documentation, the “Application“). The Application is licensed, not sold, to you.

BY CLICKING THE “AGREE” BUTTON, DOWNLOADING, INSTALLING OR OTHERWISE USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 16 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT (IF YOU ARE NOT OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, YOU HAVE OBTAINED YOUR PARENT’S OR GUARDIAN’S ACCEPTANCE TO THIS AGREEMENT ON YOUR BEHALF); AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR OTHERWSIE USE THE APPLICATION AND DELETE IT FROM YOUR DEVICE.

YOU UNDERSTAND THAT THE PROPER OPERATIONS OF THE APPLICATION DEPENDS ON YOUR ENTRY OF TRUTHFUL AND ACCURATE INFORMATION WHERE APPLICABLE. YOU AGREE, REPRESENT AND WARRANT THAT ALL INFORMATION YOU ENTER INTO THE APPLICATION IS TRUTHFUL AND ACCURATE. MOREOVER, YOU UNDERSTAND THAT YOUR VERSION OF THE APPLICATION, OR A PART THEREOF MAY BE CONFIGURED BY A THIRD PARTY, SUCH AS AN OPERATOR OF A BUSINESS OR OTHER ORGANIZATION (“THIRD PARTY CONFIGURER”), WHICH YOU MAY INTEND TO VISIT, WHEREIN SUCH CONFIGURATION MAY PROVIDE OR DENY YOU ACCESS TO A LOCATION, BUSINESS OR ORGANIZATION. YOU UNDERSTAND THAT COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR THE DECISION OF THE THIRD PARTY CONFIGURER TO PERMIT OR DENY YOU SUCH ACCESS AND COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR SUCH CONFIGURATION, INCLUDING THE OPERATION OF THE APPLICATION BASED ON SUCH CONFIGURATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME ALL RISKS RELATED TO THE USE OF THE OPERATION OF THE APPLICATION BASED ON THE CONFIGURATION OF SUCH THIRD PARTY. IF YOU ARE A PERSONNEL OF SUCH THIRD PARTY CONFIGURER, YOU AGREE ON BEHALF OF SUCH THIRD PARTY CONFIGURER THAT COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR THE TRUTHFULNESS OR ACCURACY OF THE INFORMATION ENTERED BY YOU OR OTHER END USERS, AND THAT COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR THE CONFIGURATION YOU OR SUCH THIRD PARTY CONFIGURER USE TO CONFIGURE A VERSION OF THE APPLICATION OR A PART THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE ON BEHALF OF SUCH THIRD PARTY CONFIGURER THAT THE THIRD PARTY CONFIGURER SHALL BE SOLELY RESPONSIBLE FOR THE CONFIGURATION AND ALL DECISIONS TO PROVIDE OR DENY ACCESS TO ANY END USERS.

1. License Grant

Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and non-transferable license to download, install, and use the Application for your personal, non-commercial use on a single device owned or otherwise controlled by you (“Device“) strictly in accordance with the Application’s documentation.

2. License Restrictions. You shall not

copy the Application, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or
use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

3. Reservation of Rights

You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Collection and Use of Your Information

You acknowledge that when you download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Content and Services

The Application may provide you with access to Company’s website located at www.clear2go.io (the “Website“) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, “Content and Services“). Your access to and use of the Application and such Content and Services are governed by this Agreement and the Website’s Terms of Use located here and the Privacy Policy, which are incorporated herein by this reference. These Terms of Use are subject to change by Company at any time in its discretion. Your use of the Application and Website after such changes are implemented constitutes your acknowledgement and acceptance of the changes. Please consult these Terms of Use regularly. To the extent there is a conflict between the Terms of Use and this Agreement, the terms of this Agreement shall control. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.

6. Updates

Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates“). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either, in Company’s sole discretion:

the Application may automatically download and install all available Updates; or
you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

7. Third-Party Materials

The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials“). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

8. Term and Termination

The term of Agreement commences when you download or install the Application or otherwise acknowledge your acceptance (whichever occurs first) and will continue in effect until terminated by you or Company as set forth in this Section 9.
You may terminate this Agreement by deleting the Application and all copies thereof from your Device.
Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
Upon termination:
- all rights granted to you under this Agreement will also terminate; and
- you must cease all use of the Application and delete all copies of the Application from your Device and account.
- Termination will not limit any of Company’s rights or remedies at law or in equity.

9. Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

12. Export and Import Regulation

The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations or import regulations in the country in which you reside. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, import, or release is prohibited by law, rule, or regulation. You shall comply with all applicable national and federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export or import license or other governmental approval), prior to exporting, re exporting, importing, releasing, or otherwise using or making the Application available outside the US or in the country in which you reside.

13. US Government Rights

The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

14. Conditions for Breach

We will not be deemed to be in violation of this Agreement unless you have first have given us written notice specifying the nature of the default, and we have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.

15. Other Users

YOU ACKNOWLEDGE THAT OTHER USERS HAVE ACCESS TO THE SYSTEM AND ARE RECEIVING OUR SERVICES. SUCH OTHER USERS HAVE COMMITTED TO COMPLY WITH OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SYSTEM; HOWEVER, THE ACTIONS OF SUCH OTHER USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE SYSTEM RESULTING FROM ANY USER’S ACTIONS OR FAILURES TO ACT.

16. Unauthorized Access; Lost or Corrupt Data

WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.

17. Term; Modification; Suspension; Termination

17.1 Term

The initial term of this Agreement shall commence on the Effective Date and continue until terminated as provided in this Section.

17.2 Termination upon Notice

We or you may terminate this Agreement at any time without cause without written notice to the other Party.

17.3 Modification

We may update or change the Services and/or the terms set forth in this Agreement from time to time and recommend that you review the Agreement on a regular basis. You understand and agree that your continued use of the Services after the Agreement has been updated or changed constitutes your acceptance of the revised Agreement. Without limiting the foregoing, if we make a change to the Agreement that materially affects your use of the Services, we may post notice or notify you via email or our website(s) of any such change.

17.4 Termination, Suspension or Amendment as a Result of Government Regulation

Notwithstanding anything to the contrary in this Agreement, we have the right, on notice to you, immediately to terminate, suspend, or amend this Agreement, without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; or (c) if performance of any term of this Agreement by either Party would cause it to be in violation of law, or would jeopardize its tax-exempt status.

17.5 Judicial or Administrative Procedures; Credentialing

We may terminate this Agreement immediately upon notice to you: (a) if you are named as a defendant in a criminal proceeding for a violation of federal or state law; (b) if a finding or stipulation is made or entered into that you have violated any standard or requirement of federal or state law relating to the privacy or security of health information is made in any administrative or civil proceeding; (c) you are excluded from participation in a federal or state health care program or (d) you cease to be qualified to provide services as a health care professional, or we are unable to verify your qualifications as such.

17.6 Suspension of Access

We may suspend access to the System or the Services by you or any member of your Workforce immediately pending your cure of any breach of this Agreement, or in the event we determine in our sole discretion that access to or use of the System by you or the member of your Workforce may jeopardize the System or the confidentiality, privacy, security, integrity or availability of information within the System, or that you or the member of your Workforce has violated or may violate this Agreement or our Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the System with any User ID assigned to you or a member of your Workforce. We may terminate the access of any member of your Authorized Workforce upon termination or change in status of his or employment with you. Our election to suspend the Services shall not waive or affect our rights to terminate this Agreement as permitted under this Agreement.

17.7 Obligations After Termination

Upon termination of this Agreement, you will cease to use the System and we may terminate your access to the System. Upon termination for any reason, you will remove all software provided under this Agreement from your computer systems, you will cease to have access to the System.

18. HIPAA Compliance

iCrypto may utilize, transfer, or disclose aggregated information, including, but not limited to, summary statistics, which has been de-identified in accordance with HIPAA at 45 CFR 164.514 such that it does not identify an individual and cannot be used to identify an individual for any purpose. Notwithstanding the foregoing, iCrypto’s use of de-identified data shall be in accordance with its Notice of Privacy Policy at www.clear2go.io.

19. Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

20. Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located within the state. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

21. Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

22. Entire Agreement

This Agreement, the other documents referenced herein and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

23. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.