Limited License and Service Agreement

 

INCUBATOR LLC (“INCUBATOR”, “we”, or “us”) provides a web-based application called “FreeFromCOVID” to facilitate people around the world to prove they are free from COVID-19 (Coronavirus) (“Services”).  The Services are provided to interested governmental entities, contact tracing applications, and businesses (“Customer”, “you,” your,” or “yours”).  

This Limited License and Service Agreement (“Agreement”) describes the Services we will provide, the cost of those services, and related terms and conditions.

Each time Customer signs up for the Services, and each time Customer signs into and uses the Services, Customer agrees to the terms and conditions of this Agreement.  You should not use or continue to use the Services if you do not agree with and consent to all of the terms and conditions of this Agreement.

Please print or download a copy of this Agreement for your records.

Services 

The FreeFromCOVID source code repositories will be shared under the free and open source Mozilla Public License Version 2.0 to all governmental entities.

Businesses will also be allowed to host the FreeFromCOVID application on their own servers, and modify the code, in exchange for a license fee and a separate limited license agreement.

If Customer uses the FreeFromCOVID deployment accessible at: https://login.FreeFromCOVID.com, then INCUBATOR will provide the following Services to Customer pursuant to this Agreement:

INCUBATOR will provide an account administration interface through which Customer may order, create, configure, and use the FreeFromCOVID application.

INCUBATOR will also provide maintenance and related support to ensure that the FreeFromCOVID application functions and continue to function as originally designed and intended.  

Payment for Services 

If Customer uses the FreeFromCOVID deployment accessible at:  https://login.FreeFromCOVID.com, then the Services are provided without monetary cost or fee.

Cancellations

Customer may cancel the Services at any time.  

Customer may cancel the Services by:

– Cancelling the Services in the administration interface for the Services; or
– Calling us at:  (844) 464-6282; or
– Emailing us at:  info@FreeFromCOVID.com; or
– Mailing a request to:  

         FreeFromCOVID Project
         Customer Service Department
         105 W. Madison Street, 18th Floor
         Chicago, Illinois  60602

For the protection of the Customer, no additional means of cancellation are allowed.

The Customer will have Five (5) calendar days after cancellation to reinstate the Services.  

If Customer does not reinstate the Services within this Five (5) calendar day period, all of Customer’s configurations, data and information will be permanently deleted.  In addition, if Customer does not reinstate the Services within this Five (5) calendar day period, Customer’s account will also be permanently deleted.  

There is no charge for cancelling the Services.  

INCUBATOR in its sole discretion has the right to suspend, discontinue, or cancel providing the Services without notice for any actions that might disrupt INCUBATOR’s ability to provide the Services to Customer or to any other person or entity.

In addition, in the event of any breach by Customer of this Agreement (including without limitation any breach by Customer of any of the representations and warranties contained in this Agreement), and in addition to any other remedies, INCUBATOR in its sole discretion has the right to suspend, discontinue, or cancel providing the Services to Customer, with no additional notice or confirmation being required.

All features of all Services  are subject to change without advance notice before the change becomes effective.  

Customer Support 

Customer support is available by:

– Calling us at:  (844) 464-6282 from 8:30 AM to 5:00 PM Central Time, Monday-Friday, except for federal holidays; or
– Emailing us at:  info@FreeFromCOVID.com; or
– Mailing a request to:  

        FreeFromCOVID Project
        Customer Service Department
        105 W. Madison Street, 18th Floor
        Chicago, Illinois  60602

Privacy and Confidentiality 

Customer must not share, provide, release, disclose, disseminate, make available, transfer, disclose, sell, rent, or otherwise communicate any its user or account access credentials to or with anyone. 

Customer must implement and maintain reasonable security measures to protect its account(s) from unauthorized access, acquisition, destruction, use, modification, or disclosure. 

Customer must also attempt to safeguard its user or account access credentials by at least:
(a)  protecting and securing any passwords and other credentials that Customer uses to access the Services; and
(b)  changing all passwords and other credentials at least every Ninety (90) days; and
(c)  prohibiting passwords that can be easily guessed, such as dictionary words; and
(d)  prohibiting sharing of passwords and other credentials;
(e) utilizing and not disabling FreeFromCOVID’s two-factor authentication feature, which will require entry of a code texted to the authorized number of the administrative user or emailed to an authorized email address of Customer.

INCUBATOR keeps all information and data regarding Customer’s use of and interaction with the FreeFromCOVID application, as well as Customer’s user or account access credentials (“Customer Information”), strictly private and confidential.  

INCUBATOR does not and will not process, read, view, or examine any of the User Information without express permission from Customer.

INCUBATOR does not and will not not share, provide, release, disclose, disseminate, make available, transfer, disclose, sell, rent, or otherwise communicate any Customer Information to anyone. for any purpose whatsoever, except as disclosed in our Privacy Policy.  

INCUBATOR maintains strict security policies and procedures to safeguard the Customer Information.  We will use our best efforts to ensure that no Customer Information is in any way disclosed or put at risk of disclosure, including but not limited to:  
(a) requiring any and all persons who have access to Customer Information to sign a strict non-disclosure and confidentiality agreement as to the Customer Information; and
(b)  immediately and permanently shredding and completely deleting and destroying any Customer Information that INCUBATOR may have copied, printed, downloaded, or received in electronic, paper or hard-copy form, after the Services are terminated or cancelled pursuant to this Agreement; and
(c) immediately and permanently deleting and destroying any derivatives of or other materials based on any Customer Information that INCUBATOR may have caused to be saved or generated on any computer or in any other account or system other than one of Customer’s computers, accounts, and systems, after the Services are terminated or cancelled pursuant to this Agreement;
(d) using our best efforts to prevent any unauthorized release, disclosure, or access by any person or entity of or to any Customer Information; and  
(e) immediately notifying Customer if INCUBATOR knows or suspects that any Customer Information has been, may have been, or could be released, disclosed or subjected to unauthorized access; and
(f) Checking and verifying the integrity and security of the Services through the use of security experts; and
(g) Encrypting all Customer Information both “in transit” and “at rest”, with all transmissions to and from the Services, and all items stored in the Services, being encrypted using at least 256-bit SSL certificates; and
(h) Maintaining extensive additional features, processes, and controls more fully described at:  Data Security and Protection

Due to the fact that the Services involve third-party email and telephone communications systems, data and information service providers, cloud computing server systems, file storage and transfer systems, and other disparate systems over which INCUBATOR has no control nor any right to control, INCUBATOR cannot and does not promise, represent, or guarantee that no Customer Information will under any circumstances be disclosed or put at risk of disclosure.  To the maximum extent allowed by law, INCUBATOR does not assume any risk and shall not be liable in any way for any data loss, breach, or any unauthorized release, disclosure, or access by any person or entity of or to any Customer Information, except in the case of intentional or willful misconduct by INCUBATOR or any employee of INCUBATOR.

The terms and conditions of this section shall survive any termination or cancellation of this Agreement.

Service Outages and Business Continuity 

INCUBATOR limits the likelihood of service outages by providing its Services through enterprise-grade, industry-standard cloud computing systems and services, such as those provided by Amazon Web Services, Inc.

Limited planned service outages may occur in order to allow INCUBATOR to conduct maintenance, repairs, or installation of upgrades to the Services.  In order to reduce the possible impact of such limited planned service outages, INCUBATOR will use its best efforts to provide notice to Customer at least Two (2) business days in advance, and the limited planned service outages will be scheduled to occur after 8:00 PM USA Central Time on weekdays, or on weekend days or USA federal holidays.  These advance notices will be provided by email at least once to the administrative email address(es) provided by the Customer in the administration interface for the Services, with no additional notice being required.

Due to the fact that the Services involve a third-party email and telephone communications systems, data and information service providers, cloud computing server systems, file storage and transfer systems, and other disparate systems over which INCUBATOR has no control nor any right to control, INCUBATOR cannot and does not promise, represent, or guarantee that no service outages will ever under any circumstances occur.  To the maximum extent allowed by law, INCUBATOR does not assume any risk and shall not be liable in any way for any service outage, except in the case of intentional or willful misconduct by INCUBATOR or any employee of INCUBATOR.

The terms and conditions of this section shall survive any termination or cancellation of this Agreement.

Limited License 

INCUBATOR owns all right, title, and interest in and to the software, code, systems, inventions, ideas, implementations, processes, and other items in any way relating to or in any way derived from the Services.  

No person or entity is authorized to use any, some portion, or all of the Services that are accessible at:  https://login.FreeFromCOVID.com except as provided in this Agreement.

Subject to the terms and conditions of this Agreement, INCUBATOR grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable license to use the Services that are accessible at:  https://login.FreeFromCOVID.com

Any such license shall be immediately revoked upon any cancellation, breach, or termination of the Services and/or this Agreement, without need for additional notice or confirmation being required.

No person or entity is authorized to copy, resell, re-use, reproduce, modify, reverse engineer, duplicate, or exploit access to any, some portion, or all of the Services, or any aspect thereof, without prior express written permission from an Officer of INCUBATOR.

Customer agrees not to copy, resell, re-use, reproduce, modify, reverse engineer, duplicate, or exploit access to any, some portion, or all of the Services, or any aspect thereof, without prior express written permission from an Officer of INCUBATOR.

Customer owns all rights in and to the information and data that Customer provides to INCUBATOR.  Neither INCUBATOR nor any other customer of INCUBATOR has any right, title, or interest in or to any, some portion, or all of the information and/or data of Customer, except as provided in this Agreement.

Customer grants INCUBATOR a limited, worldwide, non-exclusive, non-sublicensable, fully paid-up, royalty-free, non-transferable license to use the information and data the Customer provides to INCUBATOR only as necessary to provide the Services to Customer.

Additional Terms and Conditions 

Notices and Related Communications.  INCUBATOR will send notification emails to the administrative email address(es) provided by the Customer in the administration interface for the Services.  The notification emails will advise Customer of:  (1) any known service outage issues; (2) account set up or change validations or verifications; and/or  (3) other issues relating to the functioning and improvement of the Services.  INCUBATOR will not otherwise send emails to Customer.

Representations and Warranties.  Each time Customer signs into and uses the Services, Customer represents and warrants to INCUBATOR that:
(a)  Customer is authorized to enter, submit, email, import, upload, and/or otherwise provide the Customer Information to INCUBATOR; and
(b)  Customer is authorized to contract with INCUBATOR for the Services; and
(c)  Nothing Customer submits, enters, imports, emails, uploads, and/or otherwise provides to INCUBATOR is illegal, unlawfully obtained, stolen, or misappropriated; and
(d)  Everything Customer submits, enters, imports, emails, uploads, and/or otherwise provides to INCUBATOR complies with all applicable laws, regulations, and other legal obligations; and
(e)  Everything Customer submits, enters, imports, emails, uploads, and/or otherwise provides to INCUBATOR consists only of documents, information, and data relating to Customer; and
(f)  Customer is not aware that any of the data, documents or other materials that Customer submits, enters, imports, emails, uploads, or otherwise provides to INCUBATOR contains any virus, trojan, spyware, malware, or other harmful or malicious software code or device; and
(g)  Customer is not obtaining or using the Services for any personal, family, or household purpose; and
(h)  Customer fully read and understands the terms and conditions of this Agreement, and agrees and consents to be bound by the terms and conditions of this Agreement.

 

IMPORTANT: 

Limitation on Liability.  Our Services involve different email and telephone communications systems, data and information service providers, cloud computing server systems, file storage and transfer systems, and other disparate systems over which INCUBATOR has no control nor any right to control.  Accordingly, INCUBATOR cannot and does not promise, represent, warranty, or guarantee that it will provide the Services at all times and without service outage(s), without data or security breach(es), and/or without any malfunction, lack of functionality, and/or any other error or issue in connection with the Services .

To the maximum extent allowed by law, neither INCUBATOR nor any of its employees or members shall be liable in any way for any service outage(s), data or security breach(es), malfunction(s), lack of functionality, error, or other issue in any way relating to or in any way arising out of the Services  (including without limitation any malfunction, data or security breach, lack of functionality, or any error or other issue caused by any negligence by INCUBATOR or any of its employees or members), except as expressly provided in this Agreement, or except in the case of intentional or willful misconduct by INCUBATOR or any employee or member of INCUBATOR.  

To the maximum extent allowed by law, in no event and under no legal theory, shall INCUBATOR or any of its employees or members be liable in any way for any consequential, incidental, indirect, punitive or exemplary, loss of revenue, loss of profit, loss of product, business interruption, loss of business opportunity, personal injury, property damage, or any other losses or damages of any kind, regardless of whether or not the losses or damages are or would have been foreseeable, and regardless of whether or not INCUBATOR was advised of the possibility of the losses or damages, except in the case of intentional or willful misconduct by INCUBATOR or any employee or member of INCUBATOR.

NO WARRANTIES.  ALL SERVICES ARE PROVIDED “AS IS”. 

INCUBATOR disclaims any and all warranties, whether express, implied, statutory, or other.  For example, and without limitation, INCUBATOR disclaims any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any and all warranties arising from course of dealing, usage, or trade practice.

These limitations on INCUBATOR’s liabilities are intended to allocate the risks of the Services between the parties to this Agreement. This allocation is reflected in the zero monetary cost of the Services, and is a material and essential element of the basis of the bargain between the parties.

The terms and conditions of this bolded section shall survive any termination or cancellation of this Agreement. 

 

No Third-Party Beneficiaries.  This Agreement has no third-party beneficiaries.

No Agency.  INCUBATOR is an independent contractor services vendor of Customer.  Neither INCUBATOR, nor any of our affiliates, employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of Customer.  Neither INCUBATOR, nor any of our employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of any person or company whose products or services are supplemented by or integrated with the Services.

Force Majeure.  The parties will be relieved from fully and completely performing their obligations under this Agreement when circumstances beyond their control (including without limitation natural disasters, terrorist or other man-made disasters, wars or other man-made violent activities, labor strikes, fire, disease or medical epidemics, power grid failures, and other such circumstances) occur or arise, making performance inadvisable, commercially impracticable, illegal, or impossible.

Attorney’s Fees.  In any lawsuit, arbitration action, or other proceeding to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover reasonable attorney’s fees, expenses, and costs in connection with the lawsuit, arbitration action, or other proceeding, including without limitation in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or arbitrator in which the matter is tried, heard, or decided.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Severability.  The terms and provisions of this Agreement are severable.  If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be deemed to extend only as far as allowed by law.  If any portion, provision, or part of this Agreement cannot be limited to extend only as far as allowed by law, that portion, provision, or part shall be deemed to be severed from the remaining portions, provisions or parts of this Agreement and any remaining portions, provisions or parts of this Agreement shall remain valid and enforceable.

Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit and/or detriment of the parties and their respective heirs, beneficiaries, guardians, administrators, trustees, executors and executrixes, agents, principals, representatives, successors, and assigns.

Merger and Integration.  The parties represent and acknowledge that this Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between and among the parties regarding the Services, and that all prior agreements, contracts, negotiations, promises, offers, acceptances, representations, warranties, covenants, and understandings in any way relating to the Services are merged and integrated into the terms and conditions of this Agreement.  

Amendments.  This Agreement may only be amended or modified in writing signed by the party against whom enforcement of such amendment or modification is sought.

Choice of Law and Forum.  This Agreement is entered into in Chicago, Illinois, United States of America.  To the maximum extent allowed by law, this Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the United States of America, and the State of Illinois, without regard to the conflicts provisions thereof.  Any and all disputes that in any way arise out of or bear any relationship with this Agreement and/or the Services shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party.  Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction.  Nothing in this Agreement shall preclude any party from seeking injunctive relief from a court of competent jurisdiction.  The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in a court action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of a court action for these purposes.  The United States of America’s Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Jury Waiver.  The parties hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either party against the other.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Headings.  The underlined headings for each numbered paragraph of this Agreement are used for organizational and reference purposes only, and shall not be used to interpret or construe the language of the terms and conditions of this Agreement.

No Waiver.  Any failure of either party to enforce its rights under this Agreement at any time or for any period shall not be construed as a waiver of such rights.

**  END OF AGREEMENT **