SYNC.MD END USER LICENSE AGREEMENT (“EULA”)
Thank you for downloading the Sync.MD Mobile Application! Sync.MD is a technology system designed to provide a secure and simple method for consumers to share medical documents and information with their doctors in a convenient and accessible way. This End User License Agreement (“EULA”) is a legal agreement between you (“End-User”, You”, “Your”, “Yourself”) and VYRTY™ Corporation (“VYRTY™”, “Licensor”, “Us”, “We”, “Ours”) for the use of the Sync.MD Personal Health Records Mobile Application, our related Software and Services, and any future updates or enhancements (collectively referred to as “Sync.MD”, “App”, “Sync.MD PHR”, “Sync.MD PHR App”, “Sync.MD App”, “Sync.MD Mobile App”, or any other derivatives).
BY CLICKING “I AGREE” AND USING SYNC.MD, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE AGREEMENTS AND THAT YOU AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT WISH TO CONSENT TO THESE AGREEMENTS, YOU SHOULD REJECT THEM BY NOT CLICKING “I AGREE” AND NOT USING SYNC.MD.
BY CONSENTING TO THESE AGREEMENTS, YOU EXPRESSLY AGREE TO US CONTACTING YOU BY PHONE, TEXT MESSAGE, ELECTRONIC MAIL, OR THROUGH SYNC.MD IN ORDER TO PROVIDE YOU WITH THE SERVICES UNDER THESE AGREEMENTS.
THESE AGREEMENTS AND THE USE OF SYNC.MD ARE NOT REQUIRED OR A CONDITION FOR RECEIVING ANY MEDICAL TREATMENT, PAYMENT, OR BENEFIT. YOU ACKNOWLEDGE THAT REFUSING TO CONSENT TO THESE AGREEMENTS WILL NOT AFFECT ANY MEDICAL TREATMENT, PAYMENT, OR BENEFIT FOR WHICH YOU MAY BE ELIGIBLE. YOU FURTHER ACKNOWLEDGE THAT UNLESS YOU AGREE TO THESE AGREEMENTS, YOU WILL NOT BE PROVIDED WITH ACCESS TO SYNC.MD.
THIS APP IS NOT FOR MEDICAL EMERGENCIES OR MEDICAL ADVICE, TREATMENT, OR DIAGNOSIS. ALWAYS SEEK THE ADVICE OF HEALTHCARE PROVIDERS DIRECTLY, NOT THROUGH OUR APP, WITH ANY ISSUES OR QUESTIONS THAT YOU MAY HAVE REGARDING A MEDICAL EMERGENCY, TREATMENT, OR DIAGNOSIS. THIS APP IS NOT BEING OFFERED TO YOU BY, OR ON BEHALF OF, A HEALTHCARE PROVIDER OR COVERED ENTITY (AS DEFINED UNDER HIPAA).
1. Grant of License
VYRTY™ grants you a limited, personal, non-transferable, non-exclusive, revocable license to install and use the Sync.MD App (and any future fixes, updates, and upgrades) to access Sync.MD services in order to create and manage your own Personal Health Record (“PHR”) in accordance with the Agreements. Your grant of this license is solely for usage of the App to collect, store, and share your medical documents and information with and from those whom you authorize. You may also use the App to provide optional and voluntary authorization and consent for your identifiable medical data to be shared with researchers and other organizations according to the terms of our Agreements.
The App is licensed, not sold, to you for your own personal use under the terms of our Agreements. You agree to comply with all terms, conditions, and restrictions in these Agreements. Any use of the App not in compliance with these Agreements invalidates the license. VYRTY™ retains all rights not expressly granted to you.
2. License Restrictions
You agree not to sublicense, lease, loan, distribute, or otherwise provide others access to the App or the content made available through the App or any portion of it to anyone other than as expressly set forth above and below. You also agree not to use or allow the use of the App in any manner other than as expressly set forth above and below.
You agree not develop, sell, or distribute applications that are capable of launching, being launched from, or otherwise integrated with the App or content accessed through the App without VYRTY™’s express written approval. You agree not to remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the App. You agree not to use the App to collect, store, or share content or information in violation of any copyright or trademark law. You agree not to modify the App or incorporate the App, in whole or in part, in any other product or create any derivative works based on all or part of the App. Unless to the extent permitted by local law, you agree not to de-compile, disassemble, alter, duplicate, or otherwise reverse-engineer any portion of the App.
3. Acceptable Use Restrictions
Except for the limited privileges granted by the Agreements, or to the extent expressly permitted by local law, no part of the App or its content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise or purpose, without VYRTY™’s express written approval.
You agree not to use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Agreements, or to act fraudulently or maliciously. You agree not to infringe intellectual property rights in relation to your use of the App. You agree not to use the App in any way that could interfere with other users or damage, disable, overburden, impair or compromise the systems or security of VYRTY™ and the App. You agree not to attempt to decipher any transmissions to or from the servers running the App.
4. Collection and Use of Personal Data
To access and use the App you must register with VYRTY™ by providing your name, date of birth, address, email, phone number, and other personal information (“Personal Data”) which may be used to personally identify you and your account. You agree and consent for your Personal Data to be collected, created, received, transmitted, maintained, and otherwise used by VYRTY™ in order to provide you with access to the App and our Services. You further agree and consent for your Personal Data to be collected, created, received, transmitted, and otherwise shared with those individuals whom you authorize and give consent to in order for them to be able to collect, create, receive, transmit, or otherwise share medical documents and information (“Medical Data”) to or from the App.
To help ensure the successful Services of the App, Sync.MD may need to contact your healthcare organization on your behalf. You agree and consent to designate Sync.MD with authority to act as your personal representative solely in regard to any requests for Medical Data that you submit through the App to a healthcare organization, including permission for Sync.MD to share Personal Data as necessary to validate the authenticity of your request. You agree and consent for the App to provide your healthcare organization with your authorization to directly communicate with Sync.MD about your Personal Data and the processing and fulfillment of your requests, including but not limited to status, documentation, and costs.
5. Collection and Use of Medical Data
You further agree and consent that the App may be used to collect, create, receive, transmit, maintain, and otherwise use your Medical Data in order to provide you with access to the App and its Services. You also agree that Medical Data in the App may be collected, created, received, transmitted, and otherwise shared to and from individuals that you authorize and give consent to. You agree that Medical Data collected and stored in the App does not and will not serve as the Designated Record Set (as defined under HIPAA) or as the system of record by any independent third-party healthcare provider or yourself.
Medical Data means information and data related to the provision of health care to you such as your health status, medical records and related information or documents, consent to treatment forms, authorization to disclose medical information forms, Medicare forms, Medicaid forms, living wills, Directives to Physicians and Family or Surrogates, Medical Powers of Attorney, Out of Hospital Do Not Resuscitate Orders, Declarations of Mental Health Treatment, images, reports, labs and test results, medical treatments performed on you, and other “protected health information” as defined under HIPAA and similar terms as defined by state, national, or international law.
You agree and consent that both the Sync.MD App and VYRTY™ are not subject to the Rules and Regulations associated with HIPAA or HITECH as this App is being directly offered to you for your own personal benefit independent from any healthcare or medical services and it is also not being offered to you by or on behalf of any independent third-party healthcare providers or Covered Entities. VYRTY™ still follows Applicable Laws, Regulations, and Standards related to the protection and privacy of data, such as using encryption technologies and processes to ensure the security of your Medical Data while it is at rest or in motion.
You agree and consent that VYRTY™ may collect, create, receive, transmit, maintain, and otherwise use your Medical Data in order to provide you with access to the App and its Services. You also agree that unless you consent to this use of Medical Data, VYRTY™ will not provide you with access to the App. VYRTY™ only collects, creates, receives, transmits, maintains, and otherwise shares Medical Data with individuals that you authorize and give consent to through the App.
6. Consent to Disclosure of Medical Data in De-Identified Form
You agree that you consent to such disclosures and uses of de-identified Medical Data, and that VYRTY™ is not obligated to pay any amount to you or otherwise compensate you or any other person in any way for such disclosures and uses, and that VYRTY™ is not required to furnish you with any other information of any kind regarding such disclosures and uses, and to the extent that you have proprietary interest in any such de-identified Medical Data, you waive any right to such interest and you waive any right to seek compensation for such disclosures or uses. You also agree that unless you consent to this use of de-identified Medical Data, VYRTY™ will not provide you with access to the App.
7. Optional Consent to Disclosure and Use of Medical Data in Identifiable Form
You agree that at your own personal discretion, you may also use the Sync.MD App to provide optional authorization and consent for your Medical Data to be shared in identifiable forms (with information that could be used to specifically identify you). You agree that this optional authorization and consent is not a pre-condition or requirement in order to use the App or to receive any medical treatment, payment, or benefit for which you may be eligible. You agree that you are freely able to use this App and its related services without providing this optional authorization and consent, and that you are free to revoke your authorization and consent for sharing identifiable Medical Data at any time.
You agree that your optional consent allows for such disclosures and uses of identifiable Medical Data, and that VYRTY™ is not obligated to pay any amount to you or otherwise compensate you or any other person in any way for such disclosures and uses, and that VYRTY™ is not required to furnish you with any other information of any kind regarding such disclosures and uses, and to the extent that you have proprietary interest in any such identifiable Medical Data, you waive any right to such interest and you waive any right to seek compensation for such disclosures or uses.
8. No Medical Advice, Treatment, or Diagnosis
VYRTY™ and the App do not provide medical advice, treatment, or diagnosis. You acknowledge and agree that the App is merely a conduit of Medical Data related to you and the provision of healthcare provided to you by independent third-party healthcare providers. You agree that those independent third-party 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 that are performed. You agree that all diagnoses, treatments, procedures, and other professional healthcare services will be provided and performed exclusively by or under the supervision of independent third-party healthcare providers as they, in their sole discretion, deem appropriate.
You acknowledge and agree that VYRTY™ and the App do not provide or endorse any medical advice through the App and that no information obtained through the App can be so used. VYRTY™ has and will 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, all text, graphics, images, audio content, audiovisual content, data, other materials and any other information provided on, entered into, or made available through the App, including all healthcare related information, whether provided by you or independent third- party healthcare providers, is solely yours and their responsibility.
VYRTY™ makes all reasonable efforts in accordance with Applicable Laws and Agreements to safeguard the integrity and availability of the App and any content or information transferred to, from, or available within. However, when using the App, information may be transmitted over a medium that may be beyond the control and jurisdiction of VYRTY™. As a result, VYRTY™ assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection the use of the App that is reasonably determined to be beyond VYRTY™’s direct control. You acknowledge and agree that independent third-party healthcare providers are solely responsible for all medical services, advice, instructions, diagnoses, treatments, procedures, and other services provided in connection with using the App or otherwise referencing the content or information available within it.
9. Third-Party Access and Synchronization Settings
The Sync.MD App provides you with multiple ways to provide others with access to your Personal Health Record such as the scanning of unique QR codes with your phone’s camera, the electronic, verbal, or written transmission of remote access links, and any other methods that are available within the App. You agree and consent that your usage of any of the available methods within the App for sharing access with others constitutes your implicit consent and authorization for VYRTY™ to use and make your Personal Data and Medical Data available to others in accordance with those methods and your inputs, as well as the terms and conditions of our Agreements. You are solely responsible for ensuring the accuracy and validity of the contact information of recipients whom you grant access to your Sync.MD PHR. VYRTY™ is not responsible for the disclosure of Medical Data to recipients based on incorrect, erroneous, or invalid contact information submitted by you through the Application.
You further agree and consent that the Sync.MD App will default to sharing your full Personal Health Record and establishing permanent synchronization with your recipients. This allows your recipients to have continued access to your Sync.MD PHR, the ability to upload or download your Medical Data, and the ability to see new Medical Data that has been added to your Sync.MD PHR by you or other individuals that you have given access to. You can use the Sync.MD App to grant more limited access to recipients, such as providing access only to specific documents in your PHR, providing access to upload documents only, providing access that expires after a set amount of time, and other settings as made available within the App.
10. Usage of US Government NPI Database
VYRTY™ and Sync.MD uses the Centers for Medicare and Medicaid Services (CMS) National Provider Identifier (NPI) Registry and Database. The NPI Database is used to enable you to search for the contact information of doctors, clinics, and other healthcare organizations directly within the Application when sending Medical Record Requests or granting access to your Sync.MD PHR. The information in the NPI Database is not maintained by or validated by VYRTY™ and is provided for reference purposes only.
You are solely responsible for verifying the accuracy of any contact information generated by the NPI Database and shown to you within the App such as fax or phone numbers. You assume all risks and liabilities associated with using the information in the NPI Database to send Medical Record Requests or granting access to your Sync.MD PHR. VYRTY™ is not responsible for and provides no warranty that the information in the NPI Database is accurate, up-to-date, or reliable.
11. Access to Software by Minors
The Children’s Online Privacy and Protection Act requires that online service providers, which are consistently accessed by children under the age of 13 years old, obtain parental consent before they collect personally identifiable information online from these children. VYRTY™ does not knowingly collect data from children under the age of 13, and our App is not directed at users under the age of 13.
12. Governing Law
This Agreement shall be governed by and construed in an accordance with the laws of the United States of America and the State of Washington without regard to its conflict of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. In any action or proceeding to enforce or interpret this Agreement, the parties hereby consent to the exclusive jurisdiction and venue in the state courts of King County, Washington or any Federal Court located therein.
13. Intellectual Property Rights
You agree that all intellectual property rights in the App belong to VYRTY™, that rights in the App are licensed, not sold, to you, and that you have no rights in or to the App other than the right to use it in accordance with the terms of the Agreements. You agree that you have no right to access the App in source code form.
14. Export Restrictions
You will not use or otherwise export or re-export this App except as authorized by United States law. In particular, but without limitation, the App will not be exported or re-exported into any US embargoed countries or to anyone on the US Treasury Departments list of Specially Designated Nationals or the US Department of Commerce Denied Persons’ List or Entity List. By using the App, you represent and warrant that you are not located in, under control of, or are a national or resident of any such country or on any such list. The App also includes a cryptographic algorithm, so you further represent and warrant that you are not in and will not use the App from any country that the United States restricts the exportation of cryptographic algorithms to, and that you have the legal right to use cryptographic algorithms from the United States.
The App and its Services are to be used exclusively within the territory of the United States and to residents of the United States only. You acknowledge and agree that you may not sign up for, access, or attempt to access or use the App from countries outside of the United States. VYRTY™ may use technologies to verify your compliance. You agree to abide by United States export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws.
Trademarks, service marks, graphics and logos used in or available in the App are the trademarks of their respective owners. VYRTY™ and the trademarks related to the App are trademarks of VYRTY™. You are not granted any right or license with respect to any of the trademarks mentioned above and any use of such trademarks is prohibited.
17. Copyright Infringement and Trademark Rights
VYRTY™ respects copyright and trademark laws and requires all App users to comply with copyright and trademark laws. VYRTY™ does not, by the provision of the App, authorize you to infringe the copyright, trademark, 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 third parties 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, trademarks, or other intellectual property rights, such as data protection and privacy rights, your license to the App may be invalidated and you may be exposed to civil and criminal liability, including possible fines and jail time.
18. Ownership, Title, and Assignment
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, VYRTY™’s technology, any derivates of and goodwill associated with the foregoing is the exclusive property of VYRTY™. We may freely assign these titles, rights, and Agreements in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
19. Assumption of Risk
The App is designed to provide you with a PHR that can be used by yourself in order to collect, create, receive, transmit, maintain, and otherwise use and share your Medical Data. The App and any related content available within it does not provide or constitute medical advice, treatment, or diagnosis. By granting you the right to use the App, VYRTY™ does not assume any obligation or liability with respect to your health or any treatments or services. In no event shall VYRTY™ be liable for any death or bodily or mental injury that you may suffer, or that you may cause to any third party, in connection with your use of the App or any activity that you undertake in connection with your use of the App.
20. US Government Users
Pursuant to the policy stated in 48 CFR 227.7202-1, US Government users acknowledge that the App is commercial computer software, the Agreement embodies the licenses customarily used by VYRTY™ for licenses in Software granted to the public, and the licenses set forth herein shall apply to all possession, use, and duplication of the Software by the US Government, except to the extent which such licenses are inconsistent with Federal procurement law. The contractor/manufacturer is VYRTY™ Corporation.
21. Disclaimer of Warranties
VYRTY™ PROVIDES THE APP TO YOU 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. VYRTY™ MAKES NO WARRANTY, REPRESENTATION, OR GAURANTY THAT THE APP OR THE CONTENT WITHIN THE APP IS UP-TO-DATE, ACCURATE, OR COMPLETE. VYRTY™ MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OF DATA OR THE RESULTS OF THE USE OF DATA FROM THE APP. NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY ANY VYRTY™ EMPLOYEE, REPRESENTATIVE, OR DISTRUBTOR SHALL CREATE A WARRANTY FOR THE APP AND YOU MAY NOT RELY UPON SUCH INFORMATION OR ADVICE.
22. Limitation of Liability
IN NO CIRCUMSTANCE SHALL VYRTY™ BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS, OR GOODWILL), WHETHER OR NOT VYRTY™ HAS BEEN ADVISED OF THE POSSBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NONWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
VYRTY™’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMIATATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CONNECTED OR COMBINED CLAIMS, WILL NOT EXCEED $200.00 U.S.D.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU WITH RESPECT TO CERTAIN TYPES OF DAMAGES OR CLAIMS.
24. Class Action Waiver
WHERE PERMITTED BY APPLICABLE LAW YOU AND VYRTY™ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR VYRTY™’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD VYRTY™ HARMELSS FROM ANY LIABILITY, LOSS, DAMAGE, CLAIM AND EXPENSE, INCLUDING REASONABLE ATTORNEY FEES AND EXPENSES, RELATED TO YOUR VIOLATION OF THIS EULA OR YOUR USE OF THE APP OR FOR ANY CLAIMS MADE AGAINST VYRTY™ BY ANY THIRD PARTY. YOU AGREE YOUR INDEMNIFICATION OF VYRTY™ INURES TO THE BENEFIT OF THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OF LICENSORS, AND ITS SUCCESSORS INTEREST.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF THE APP FOR ANY REASON, YOU RELEASE VYRTY™ (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 DISPUTES. 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.”
Unless otherwise terminated by VYRTY™ as provided for in this Agreement, this Agreement will remain in effect for so long as VYRTY™ licenses the use of the App to you.
28. Breach and Termination
This Agreement and any license granted may be terminated or suspended by VYRTY™’s sole discretion, immediately and without warning, if you fail to comply with any term or condition of this Agreement. In addition, VYRTY™ may at any time suspend your access to the App, if you are in breach of this Agreement or using the App in a manner that impairs the operation of the App or that violates our Agreements. You agree that we are not liable to you or any third party for any termination or suspension of your access to our App.
You further acknowledge and agree that the App is under development and will continually change as VYRTY™ may determine from time to time. VYRTY™ reserves the right to terminate, change, or modify any portion, aspect, or feature of the App or any service related to the App at any time.
29. Effect of Termination
If you fail to fulfill any of your obligations under this Agreement, and this Agreement terminates, VYRTY™ may pursue all available legal remedies it may have against you. You further acknowledge and agree that upon termination of this Agreement, any and all rights granted to you by the Agreement shall cease and you must immediately cease any and all activities authorized by this Agreement. You acknowledge and agree that you will remain bound by the sections that by their nature or intended character can survive expiration or termination, such as but not limited to, Assumption of Risk, Disclaimers of Warranty, Limitations of Liability, and Intellectual Property.
30. Complete Agreement and Severability
This Agreement shall supersede any and all proposals, oral or written, negotiations, conversations, discussions, agreements, and all past dealings between you and VYRTY™ relating to the App or the terms of the license to you, and may only be modified in writing signed by you and VYRTY™. In the event that any term of this Agreement is held by a court of competent jurisdiction to not be enforceable, such unenforceability shall not affect the remaining terms of this Agreement in such jurisdiction or render unenforceable or invalidate such terms and provisions of this Agreement in other jurisdictions. Upon such determination that any terms or provisions are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as to best effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner as originally contemplated to the largest possible extent. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.