Zynx Health API License Agreement

By submitting your request to receive the Zynx Health Incorporated (“Zynx Health”) order sets and plans of care related to the COVID-19 virus available at the Zynx Health website, and the information contained therein (collectively, the “Zynx Solutions”), Zynx Health hereby grants and to you and you accept the limited, non-transferable and non-exclusive right to use the Zynx Solutions pursuant to the following terms and condition. I acknowledge that Zynx will use my information to provide me the requested information and may contact me about our offerings.

 I acknowledge and agree:

1. LIMITATION OF LICENSE.
2. a) While Zynx Health has attempted to incorporate key literature into the Zynx Solutions, the Zynx Solutions are not all-inclusive or necessarily complete, and there may be omissions, typographical and other errors, conflicting information or inaccuracies in the Zynx Solutions.
3. b) The clinical information contained in the Zynx Solutions is intended as a supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare professionals in patient care. The professional duty to the patient in providing healthcare services lies solely with the healthcare professional providing patient care services. Zynx Health does not assume any responsibility for actions of you, or your physicians, nurse practitioners, physician assistants, employees, and/or other licensed professional healthcare staff, which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis.
4. c) As between Zynx Health and you, you and any healthcare providers responsible for patient care shall retain full responsibility for all decisions relating to patient care, and the Zynx Solutions shall not be used as a substitute or replacement for diagnosis or treatment recommendations or other clinical decisions or judgment. You shall not make any representations to the contrary to the foregoing to you physicians, nurse practitioners, physician assistants, employees, and/or other licensed professional healthcare staff.

2. EDITORIAL DISCRETION. Zynx Health shall retain sole editorial discretion with respect to the Zynx Solutions and retains the right to revise, supplement or discontinue the Zynx Solutions or any portion thereof or information contained therein. Zynx Health may provide certain updates to the Zynx Solutions through the Zynx Health Web Site from time to time, including error corrections, enhancements, modifications and improvements.

3. DISCLAIMER. WHILE ZYNX HEALTH HAS SOUGHT TO DESIGN THE ZYNX SOLUTIONS AS TIME-SAVING REFERENCE SOLUTIONS AND TOOLS TO MAKE MEDICAL AND OTHER SCIENTIFIC INFORMATION AVAILABLE TO ITS USERS, AND AS FORECASTING TOOLS, ZYNX HEALTH IS PROVIDING THE ZYNX SOLUTIONS AND ANY ALL INTELLECTUAL PROPERTY RIGHTS THEREIN ON AN “AS IS” BASIS, AND ALL IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED BY ZYNX HEALTH.  ZYNX HEALTH DOES NOT WARRANT THAT THE ZYNX SOLUTIONS WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, AND NO REPRESENTATION OR WARRANTY IS MADE AS TO THE SELECTION OR ACCURACY OF THE ZYNX SOLUTIONS, OR WHETHER SUCH ZYNX SOLUTIONS CONTAIN AN IDENTICAL OR ACCURATE REPRODUCTION OF THE ORIGINAL LITERATURE OR SOURCE MATERIALS. ACCESS TO THE ZYNX SOLUTIONS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND ZYNX HEALTH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

5. NO CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY; INDEMNITY. IN NO EVENT SHALL ZYNX HEALTH BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST REVENUES OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AND YOUR AFFILIATES AGREE TO DEFEND, INDEMNIFY AND HOLD ZYNX HEALTH HARMLESS US FOR YOUR USE OF THE ZYNX SOLUTIONS.
   
   
6. GOVERNING LAW; VENUE. The terms of this license shall be construed in accordance with the laws of the State of California, excluding that body of law known as conflicts of law and the United Nations Convention on Contracts for the International Sale of Goods. In the event of any dispute concerning this Agreement or the Zynx Solutions, suit may be brought only in a court of competent jurisdiction in the U.S. District Court of the Central District of California or the California Superior Court for the County of Los Angeles. The parties agree that any action brought to enforce or interpret this Agreement shall be resolved exclusively by a bench trial. The parties hereby expressly waive their right to have any such action heard in any other forum or manner.