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Terms of Use

These Services Terms of Use ("Terms of Use" or “Agreement”) govern your use of Invoca’s proprietary Services marketing technology platform (the "Services"), including all user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the Services or its use or specifications (the "Documentation") provided to you ("you" or "your") for use pursuant to and subject to the Master Services and Subscription agreement, Terms of Service or similar master services agreement (the "MSA") between Invoca, Inc. ("Licensor") and your employer or other person or entity authorized to use the Services ("Licensee").

This Agreement is subject to the MSA, and in the event of a conflict between this Agreement and the MSA, the MSA shall govern, unless otherwise specifically stated. Any terms herein not otherwise defined will have their meanings as set forth in the MSA.

BY ACKNOWLEDGING THESE TERMS OF USE OR CONTINUING TO USE THE SERVICES, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE SERVICES; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SERVICES.

1. License Grant. Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Services solely in accordance with the Documentation, and for Licensee's internal business purposes. The foregoing licensee will terminate immediately on the earlier to occur of:

  1. the expiration or earlier termination of the MSA between Licensor and Licensee; or
  2. your ceasing to be authorized by Licensee to use the Services for any or no reason.

2. Use Restrictions. You shall not, directly or indirectly:

  1. use the Services or Documentation except as set forth in Section 1;
  2. copy the Services or Documentation, in whole or in part;
  3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or any part thereof;
  4. combine the Services or any part thereof with, or incorporate the Services or any part thereof in, any other programs;
  5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
  6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Services or Documentation, including any copy thereof;
  7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
  8. use the Services or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems;
  9. use the Services or Documentation in violation of any law, regulation, or rule; or
  10. use the Services or Documentation for purposes of competitive analysis of the Services, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.

3. Compliance Measures.
The Services may contain technological copy protection or other security features designed to prevent unauthorized use of the Services, including features to protect against use of the Services:

  1. beyond the scope of the license granted to pursuant to Section 1; or
  2. prohibited under Section 2.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

4. Collection and Use of Information.

  1. Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Services.
  2. You agree that the Licensor may use such information for any purpose related to any use of the Services by you, including but not limited to: (i) improving the performance of the Services or developing updates; and verifying compliance with the terms of this Agreement and enforcing Licensor's rights, including all intellectual property rights in and to the Services.

5. Invoca Integrations.  If you are using Invoca Integrations (defined below), then Invoca does not act as a Business Associate under the Health Insurance Portability & Accountability Act (HIPAA), and therefore has no obligations under any applicable Business Associate Agreement (BAA), with respect to any (a) Invoca Integrations used by you, or (b) Customer Data that is not PHI. You are responsible for (a) implementing appropriate privacy and security safeguards to protect PHI in compliance with HIPAA and any applicable BAA and (b) complying with HIPAA with the use and/or configurations of Invoca Integrations. For purposes of this Section 5, “Invoca Integrations” means Invoca’s suite of available integrations that connect the Invoca Platform with another app or solution to share, combine, or attribute Customer Data.

6. Intellectual Property Rights. You acknowledge that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights to the Services other than to use the Services in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services and all intellectual property rights arising out of or relating to the Services, subject to the license expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard all Services (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

7. Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES. YOU ARE PROVIDED THE SERVICES PURSUANT TO THE MSA BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICES SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

8. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdiction other than those of the State of California.

Last updated: March 29, 2023