Terms of Service

HealCode Software License Agreement

Note: If you ever want to terminate this agreement and stop using HealCode’s software, you may do so either by logging into your HealCode account on MindBody and terminating or by sending us written notice (email is fine) to support@healcode.com. After we receive your notice we will de-activate your software and cease charging you.

1. LICENSE GRANT. Subject to the terms of this Agreement and to paying the price posted on healcode.com, HealCode LLC ("HealCode") grants Licensee a non-exclusive and non-transferable license to use the Product on the website of a single physical location of Licensee's facility, provided any such use must contain all of the original proprietary notices. Licensee may customize the look and feel of the Product (subject to the Restrictions mentioned below), but it may not redistribute the Product. In the event Licensee wishes to redistribute or sublicense the Product, either for profit or otherwise, Licensee must first obtain written permission from HealCode to do so. Note that the Product is licensed for use on a "one per business location" basis and in the event you have multiple business locations, but order only one subscription of the Product, client authorizes HealCode to add additional subscriptions to its account to match the number of business locations.

2. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, Licensee may not: (i) modify or create any derivative works of the Product or documentation; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product; (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product.

3. TERMINATION. Without prejudice to any other rights, HealCode may terminate this Agreement if Licensee breaches any of its terms and conditions.

4. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in HealCode. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with HealCode's ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Licensee agrees, at its expense, to defend and hold HealCode and its affiliates harmless from any and all costs, damages and reasonable attorneys' fees resulting from any claim that Licensee's use of the Product has injured or otherwise violated any right of any third party or violates any law.

5. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED FREE OF CHARGE AND ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE (RATHER THAN HEALCODE OR ITS DISTRIBUTORS) ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HEALCODE OR ITS DISTRIBUTORS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, HEALCODE'S ENTIRE LIABILITY UNDER ALL PROVISIONS OF THIS AGREEMENT SHALL NOT EXCEED $1,000 AGGREGATE.

7. HIGH RISK ACTIVITIES. The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, HealCode and its distributors specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that HealCode and its distributors will not be liable for any claims or damages arising from the use of the Product in such applications.

8. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by a written document signed by both parties (except as provided below in (l)). (c) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Texas, U.S.A., excluding its conflict of law provisions. (d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Travis County, Texas, under the auspices of the American Arbitration Association (AAA), with the losing party paying all costs of arbitration. (e) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (f) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (h) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. (i) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity. (j) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (k) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. (l) The relationship between HealCode and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind HealCode in any way. HealCode may change the terms of this Agreement from time to time. By continuing to use the Product beyond a period of 30 days after notice of such change has been provided on a public website of HealCode or its affiliate for the first time, Licensee signifies its consent to the revised terms. (m) Each Party covenants that it will carry out all of its activities hereunder and associated with products and technologies resulting herefrom in full compliance with all applicable laws. (n) Licensee will be responsible under this Agreement, for all sales, use, value-added, excise, withholding, gross basis, gross receipts, ad valorem, occupation, premium, and other taxes (other than on the net income of HealCode), export and import duties and all other governmental charges levied or assessed with respect to this Agreement, all of the costs associated with its activities hereunder, all products and technologies resulting herefrom and the commercialization of any such products and technologies. (o) Licensee acknowledges and agrees that it takes full responsibility to test, support and commercialize Licensee’s products and services. NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING HEALCODE SOFTWARE SERVICES (THE "PRODUCT"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT, AND, AS A RESULT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ALSO AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE OR INSTALL THIS SOFTWARE (AND CLICK THE BUTTON INDICATING NON-ACCEPTANCE). PRICES ARE SUBJECT TO CHANGE.