POGO LT APPLICATION (EITHER DESKTOP OR WEB APPLICATION) IS LICENSED TO YOU, NOT SOLD. USE OF POGO LT APPLICATION IS SUBJECT TO CERTAIN LICENSE RESTRICTIONS. CAREFULLY READ THIS LICENSE AGREEMENT (THIS “AGREEMENT”) BEFORE USING THE POGO LT APPLICATION. USE OF THE POGO LT APPLICATION INDICATES COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY ADDITIONAL OR DIFFERENT LICENSE TERMS AND CONDITIONS WILL NOT APPLY.

Clicking “accept” and/or installing and/or using the Apps (defined below) establishes a binding agreement between Global Health Labs, Inc (“Licensor”) and you as the person or entity licensing the Apps (“you”); provided that if you are accepting this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term "you" refers to such entity. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO INSTALL, OR USE THE APPS AND MUST IMMEDIATELY RETURN, OR IF RECEIVED ELECTRONICALLY, CERTIFY DESTRUCTION OF THE APPS AND ALL ACCOMPANYING ITEMS IN YOUR CUSTODY OR CONTROL.

APPLICATION; OWNERSHIP; GRANT OF LICENSE.

The Pogo LT Desktop data aggregation application, including any upgrades, updates, modifications, revisions, copies, and documentation made available by or on behalf of Licensor (collectively, the “Desktop App”) and the web-based version of the Pogo LT data aggregation application available for use at https://app.pogo-lt.org (the “Web App”) are made available to you at no charge. The Pogo LT Desktop App and the Pogo LT Web App are referred to herein collectively as “Apps”. The Apps may contain or be accompanied by certain third-party software components (“Third-Party Code”) which may include separate licensing and liability disclaimers from those in the Agreement. By accepting this Agreement, you agree to comply with and be bound by all such Third-Party Code licensing and liability terms referenced at https://pogo-lt.org/licenses for both the Desktop App and the Web App. Your use of Third-Party Code in conjunction with the Desktop App and/or the Web App in accordance with this Agreement is permitted under all such third-party licensing and liability terms. The Desktop App and any components thereof will be deemed delivered when made available to you for download. Licensor’s provision of the Desktop App by electronic means is subject to your provision of both a primary and an alternate e-mail address. The Web App and any components thereof will be deemed delivered when you confirm acceptance of the privacy policy and the terms and conditions listed herein, during use of the Web App.

The Apps are copyrighted and comprise the trade secret and confidential information of Licensor or its licensors, who maintain exclusive title to the Apps and retain all rights not expressly granted by this Agreement. You must hold all Licensor confidential information in strict confidence.

Licensor grants to you, subject to your compliance with the terms and conditions of this Agreement, a nontransferable, nonexclusive license to use the Apps solely: (i ) on devices owned or authorized for use by you (the “Authorized Device”); (ii) for your internal business purposes; and (iii) to enable you to import and display the data provided to your email address(es) via emailed reports generated by the VARO Cold Chain Performance Reporting Android application you are entitled to use or access. The terms of this Agreement and the foregoing license will also govern any content, materials, or services accessible from the Apps.

You may choose to, but are not required to, provide suggestions, data, or other information to Licensor regarding possible improvements in the operation, functionality, or use of the Apps, whether in the course of receiving services, evaluating the Apps, or otherwise, and any inventions, product improvements, modifications, or developments made by or on behalf of Licensor, at its sole discretion, will be the exclusive property of Licensor.

CONDITIONS.

If you sell or transfer the Authorized Device to a third party, Licensor recommends that you remove the Desktop App from the Authorized Device before doing so. You may not copy (except as expressly permitted by this Agreement), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Apps or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-source components included with the Apps).

CONSENT TO USE OF DATA.

You agree that Licensor may collect and use data and related information, including but not limited to technical information about the Authorized Device, system and application software and peripherals, report query email address, and report destination email addresses, to facilitate troubleshooting or the provision of updates and improvements related to the Apps. Licensor may use this information to improve its products and for sporadic email updates on product enhancements or any urgent user notifications.

EXTERNAL APPLICATIONS.

The Apps may enable access to third-party applications, services, and websites (collectively and individually, "External Apps"). You agree to use External Apps at your sole risk and liability. Licensor is not responsible for examining or evaluating the content or accuracy of any External Apps and will not be liable for any such External Apps. Data displayed by the Apps or any External Apps is for informational purposes only and is not guaranteed by Licensor or its agents. You will not use any External Apps in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the Apps or any External Apps to harass, abuse, stalk, threaten, or defame any person or entity, and that Licensor is not responsible for any such use. External Apps may not be available in all languages or in your home country and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Apps, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on any External Apps at any time without notice or liability to you.

YOUR RESPONSIBILITIES; DISCLAIMER OF WARRANTIES; NO SUPPORT.

You are solely responsible for determining if the Apps meets your needs and for the installation of, use of, and results obtained from the Apps. You are solely responsible for compliance with all laws, rules and regulations applicable to your use of the Apps. You are solely responsible for any taxes, customs duties or similar charges arising out of your receipt or use of the Apps.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF EITHER THE DESKTOP APP OR THE WEB APP IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPS AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPS ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPS AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ANY OF ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SHOULD THE APPS AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPS RESULT IN ANY DAMAGE TO YOUR DEVICE OR SYSTEMS, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SUPPORT SERVICES FOR THE APPS ARE NOT AVAILABLE AND LICENSOR MAY, BUT IS NOT REQUIRED TO, MAKE PATCHES, UPDATES AND UPGRADES TO THE APPS AVAILABLE FROM TIME TO TIME.

DISCLAIMER OF LIABILITY.

The Apps are provided to you at no charge. LICENSOR AND ITS LICENSORS WILL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL LICENSOR OR ITS LICENSORS BE LIABLE FOR PERSONAL INJURY OR FOR ANY DIRECT, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST DATA, LOST PROFITS OR SAVINGS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY), EVEN IF LICENSOR OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of liability for certain damages for certain types of claims, so the above limitation may not apply to you to the extent prohibited by such local laws.

TERM AND TERMINATION.

This Agreement remains effective until terminated. This Agreement will immediately terminate if you exceed the scope of licenses granted or otherwise fail to comply with this Agreement, and any and all of your rights under this Agreement will terminate automatically if you fail to comply with any of its terms. If the Apps are made available to you on a limited term basis, this Agreement and the license granted hereunder will automatically terminate at the end of the authorized term. You may terminate this Agreement at any time by providing written notice to Licensor. On termination of this Agreement or any license under this Agreement, you will ensure that all use of the Apps ceases and will delete all copies of the Apps used by you. The following sections will survive any termination of this Agreement: Section 1 (excluding Section 1(c)), Section 2(a) (excluding the first sentence thereof), Sections 3-6, the final sentence of this Section 7, and Sections 8-9.

EXPORT.

You may not use or otherwise export or re-export the Apps except as authorized by United States law and the laws of the jurisdiction in which the Apps were obtained. You agree to comply with all international and national laws that apply to the Apps, including, but not limited to, the U.S. Export Administration Regulations, economic sanctions regulations administered by the Office of Foreign Assets Control, as well as similar restrictions issued by U.S. and other governments, which prohibit the provision of the Apps to specified destinations, end-users and end uses. You specifically represent and warrant that you will not export, re-export, sell, supply or transfer the Apps to any country or person to which the United States has embargoed or restricted the provision of the Apps, including, but not limited to, Cuba, Iran, North Korea, Republic of the Sudan or Syria, nationals of those countries, or to any other embargoed or restricted destination or person. By using the Apps, you represent and warrant that you are not located in any such country or on any such list..

GENERAL TERMS.

This Agreement will be governed by and construed under the laws of the State of Washington, USA, excluding choice of laws rules. Any action or proceeding arising from or relating to this Agreement, must be brought in a federal court in the District of Washington or in state court in King County, Washington, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding; however, this provision will not restrict Licensor’s right to bring an action against you in the jurisdiction where you or your place of business is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Waiver of terms or excuse of breach must be in writing and will not constitute subsequent consent, waiver or excuse. Licensor reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the App (collectively, “Additional Terms”). Such Additional Terms will be effective immediately and are hereby incorporated into this Agreement. Your continued use of the App will be deemed to constitute your acceptance of any and all such Additional Terms.

Updated March 31, 2021