Introduction
This Software as a Service (SaaS) Analytics Service Licensing Agreement (the "Agreement") is made and entered into by and between DRUMROLL HEALTH INC., a company organized and existing under the laws of the State of Delaware, with its principal place of business at 1800 W Royal Hunte Dr, Cedar City, UT 84720 ("Company"), and YOU (“User”).
Definitions
"Access Credentials" means the usernames, passwords and other credentials enabling access to the Service;
"Service": The analytics services provided by the Company via the SaaS platform, including all related applications, tools, and support services.
"Subscription Plan": The specific plan chosen by the User, detailing usage limits, features, support levels, and fees.
"Confidential Information": All non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
“User Data" means all data, works and materials uploaded to or stored on the Platform by the User; transmitted by the Platform at the instigation of the User; supplied by the User to the Company for uploading to, transmission by or storage on the Platform; or generated by the User using the Hosted Services (but excluding usage data relating to the Platform and Hosted Services, and excluding server log files);
Grant of License
The Company grants the User a non-exclusive, non-transferable, and limited license to access and use the Service in accordance with the terms of this Agreement and the selected Subscription Plan.
Subscription Fees and Payment
The User agrees to pay the subscription fees as outlined in the Subscription Plan. Fees are payable in advance and are non-refundable except as expressly provided in this Agreement. The Company reserves the right to change the fees or applicable charges upon 30 days' prior notice to the User, which may be sent by email or posted on the Company’s website. All payments due are in U.S. dollars unless otherwise indicated.
Use Restrictions
The User shall not:
- License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Service available to any third party.
- Use the Service to store or transmit any data that is unlawful, infringing, harmful, or malicious.
- Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
- Attempt to gain unauthorized access to the Service or its related systems or networks.
User Responsibilities
The User is responsible for:
- Compliance with this Agreement and Subscription Plan.
- The accuracy, quality, and legality of the data entered into the Service.
- Preventing unauthorized access to or use of the Service and notifying the Company promptly of any such unauthorized access or use.
- Using the Service only in accordance with applicable laws and government regulations.
Data Protection
Both parties agree to comply with applicable Data Protection Law in connection with the Services.
Confidentiality
Both parties agree to maintain the confidentiality of all Confidential Information disclosed in connection with this Agreement. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is received from a third party without breach of any obligation of confidentiality, or is independently developed without use of the other party’s Confidential Information.
Intellectual Property
The Company retains all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to the User other than as expressly set forth in this Agreement. The User shall not: (a) Modify, copy, or create derivative works based on the Service; (b) Reverse engineer or decompile the Service.
Ownership
Company Property. Company is and shall be the exclusive and sole owner of all rights, title, and interest in any and all Intellectual Property Rights in the Service and Software, including all improvements and enhancements thereto (“Company Property”).
- User Property. User shall own all right, title and interest in any data that is provided by User to Company, including through the Service, or accessed or processed by Company on behalf of User including without limitation any Personal Data. Company shall: (i) use User Data solely to the extent necessary to provide the Service to User, to comply with applicable law, including in connection with any court order or legal proceeding, and, in aggregate form, to analyze and improve the Services, and for no other purpose regardless of form (including whether or not aggregated or de-identified); (ii) not assert any ownership or other rights to any User Data and (iii) not sell, distribute, disclose, or share any User Data, in whole or in part or in any form or combination, to or with, any third party.
Term and Termination
Disclaimer of Warranties
The Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Limitation of Liability
In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: - The User’s access to or use of or inability to access or use the Service. - Any unauthorized access to or use of the Company’s servers and/or any personal information stored therein. - Any interruption or cessation of transmission to or from the Service. - Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party. - Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
Entire Agreement
This Agreement, including any exhibits or addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
Entire Agreement
This Agreement, including any exhibits or addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
Last update: 01 March 2025