This is an Agreement ("Agreement") between ("Procedure Pal") and the individual who is viewing this online Agreement ("End User", "You", or "Your"). Before accessing the Procedure Pal computer software, which contains Procedure Pal content and content supplied to Procedure Pal by third parties, along with associated documentation, media, and "online" or electronic documentation, and other content and updates to (the "Procedure Pal Products"),You must agree to the terms and conditions contained in this License Agreement. Upon Your acceptance of the terms and conditions, which is implied by Your continued use of the Procedure Pal Products, Procedure Pal grants You a license (the "License") to use and access the Procedure Pal Products based on the following terms and conditions:

BY ACCESSING THE PROCEDURE PAL PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS YOU SHALL NOT ACCESS THE PROCEDURE PAL PRODUCTS.

1.  LICENSE. Procedure Pal grants You, subject to Procedure Pal's receipt of all appropriate license fees, a personal, restricted, non-exclusive, non-transferable, revocable license to access and use the Procedure Pal Products solely your personal purposes and solely from the Procedure Pal website. If the Procedure Pal Products are being licensed for hosting by you, you may use one copy of the Products only on a single computer and a single terminal, work station or other device for which the Procedure Pal Products were designed ("Computer") solely for development of Internet-based applications relating to your or your employer's business and you may install and execute the Procedure Pal Products solely in Executable Code form (which means the fully compiled version of a software program that can be executed by a computer and used by You without further compilation) for Your personal use at Your or Your employer's facilities as may be needed.

2.  RESTRICTIONS. The License granted hereunder is personal to You. You may not transfer any of the rights granted to you under this Agreement, nor may You permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use or functionality of the Procedure Pal Products. Any attempt by You to transfer any of the rights, duties or obligations hereunder is void. The Procedure Pal Products are licensed as a single product; they may not be shared or used concurrently on more than one Computer or by more than one user at a time, except as set forth in this paragraph. The Procedure Pal Product is "in use" on a Computer when it is loaded into the permanent memory, accessed via the internet or loaded into the temporary memory (e.g., RAM) of a Computer. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the Procedure Pal Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the Procedure Pal Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not loan, resell for profit, or distribute the Procedure Pal Products, or any part thereof in any way including, but not limited to, making the Procedure Pal Products available to any other individual via shared access to a single computer, a computer network, or access information, which may include the log-in name and password or other authentication data for the Procedure Pal Products. You may not remove any proprietary notices or labels from the Procedure Pal Products. You may not make copies of the Procedure Pal Products, copy the printed materials or documentation accompanying the Procedure Pal Products or give copies to another person, or duplicate the Procedure Pal Products by any other means, including electronic transmission, except as specifically set forth herein. If You are hosting the Procedure Pal Products, You may store or install a copy of the Procedure Pal Products on a storage device, such as a network server, used only to install or run the Procedure Pal Products on your other computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on or from which the Procedure Pal Product is installed, used, accessed, displayed or run. In addition, although You are encouraged to make a backup copy of the Procedure Pal Products for your own use, you are not allowed to make more than two copies for backup purposes, provided that the copy You make contains all of the proprietary notices contained on the Procedure Pal Products.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE PROCEDURE PAL PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

3.  OWNERSHIP. The Procedure Pal Products (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the Procedure Pal Products) are the property of Scalisi Enterprises LLC or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The Procedure Pal Products are licensed, not sold, to You for use only under the terms of this Agreement, and Procedure Pal reserves all rights not expressly granted to You. Procedure Pal and Procedure Pal Products referenced in the Procedure Pal Products are either trademarks or registered trademarks of Procedure Pal. Other product and Procedure Pals mentioned in the Procedure Pal Products may be the trademarks of their respective owners. For clarification, You shall have no ownership or other right, title or interest in and to the Procedure Pal Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights have been expressly reserved by Procedure Pal. You also agree that you will indemnify Procedure Pal for any and all costs, expenses and damages incurred by Procedure Pal as a result of your infringement of Procedure Pal’s intellectual property rights in or to the Procedure Pal Products.

4.  TERM. Your right to access the Procedure Pal Products pursuant to the terms and conditions of this Agreement begin on the start date agreed between You and Procedure Pal when you order the Procedure Pal Products or on the date of shipment of the Procedure Pal Products. This Agreement is deemed accepted by You and commences upon Your using the Procedure Pal Products. The License granted to You will terminate on the earlier of the end of the last day that You are granted access to the particular Procedure Pal Product that You licensed, or the term of the license set forth on the Procedure Pal Product. You agree that sections 2 ("Restrictions"), 3 ("Ownership"), 7 ("Warranty; Disclaimer"), 8 ("Limitation of Liability"), 11 ("Export Law"), and 12 ("General") will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.

5.  TERMINATION. This Agreement will terminate immediately without notice to You if You breach any term or condition of this Agreement. Procedure Pal reserve the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to You. You may terminate this Agreement at any time by cancelling your subscription to Procedure Pal via www.procedurepal.com. In the event of a termination or expiration of any agreement between Procedure Pal and a third-party supplier of content, Your right to access and use such content shall expire.

6.  THIRD-PARTY SOURCES. You acknowledge that the Procedure Pal Products may incorporate information that is proprietary to one or more third party (ies). Such third party(ies) and Procedure Pal suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with Procedure Pal directly against You.

7.  OPEN SOURCE SOFTWARE. Certain items of software distributed with the Procedure Pal Products are subject to the Lesser GNU General Public License ("LGPL"), Apache Public License, Mozilla Public License ("MPL"), BSD Public License, Zope Public License ("ZPL") and MIT Public License or other "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. You agree to comply with the terms of the applicable Open Source Software licenses. Nothing in this document limits Your rights under, or grants You rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. In particular, nothing in this document restricts Your right to copy, modify, and distribute that Open Source Software subject to the terms of the Public Licenses listed above and contained in the link set forth above. As required by the terms of the Public Licenses, Procedure Pal makes the Open Source Software provided under the Public Licenses, and Procedure Pal’s modifications, if any, to that Open Source Software, available by written request to the following address and upon payment of the cost of distribution: support@procedurepal.com.

8.  CONTENT MAINTAINED BY Procedure Pal. You acknowledge and agree that: (a) Procedure Pal may, from time to time, elect to update the Procedure Pal Products, but Procedure Pal does not warrant or guarantee that any Procedure Pal Products will be updated, or that any updates will be made available to You, at any time during the term of this Agreement; (b) Procedure Pal does not assume, and expressly disclaims, any obligation to obtain and include any information in the Procedure Pal Products; (c) Procedure Pal is not advocating the use of any product described in the Procedure Pal Products (or elsewhere), nor is Procedure Pal responsible for misuse of a product due to typographical or other errors in the Procedure Pal Products, Your negligence or otherwise; (d) You agree to seek additional information on any product from the manufacturer; and (e) You will use the content included in the Procedure Pal Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, You should confirm the content in the Procedure Pal Products through independent sources.

9.  WARRANTY DISCLAIMER. THE PROCEDURE PAL PRODUCTS ARE PROVIDED TO YOU "AS IS" AND "WITH ALL FAULTS." PROCEDURE PAL AND ITS AFFILIATES, EMPLOYEES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE PROCEDURE PAL PRODUCTS PROVIDED HEREUNDER OR THAT YOUR USE OF THE PROCEDURE PAL PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE PROCEDURE PAL PRODUCT IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE PROCEDURE PAL PRODUCT TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR INSTALLATION AND USE OF THE PROCEDURE PAL PRODUCTS.

10.  LIMITATION OF LIABILITY. EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER PROCEDURE PAL NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE PROCEDURE PAL PRODUCTS, NOR PROCEDURE PAL’S PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE PROCEDURE PAL PRODUCTS, EVEN IF PROCEDURE PAL, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. PROCEDURE PAL’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE PROCEDURE PAL PRODUCTS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PROCEDURE PAL AND YOU.

11.  U. S. GOVERNMENT END USERS. If You are using or accessing the Procedure Pal Products and you are a government employee, then note that the (Procedure Pal) Products are a "commercial item" as that term is defined at FAR 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the Procedure Pal Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the Procedure Pal Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

12.  EXPORT LAW. The Procedure Pal Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by Procedure Pal prior to any access, You agree not to export the Procedure Pal Products including but not limited to re-exporting the Procedure Pal Products, or any part thereof, or any process that is the direct product of the Procedure Pal Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, You will indemnify and hold Procedure Pal harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.

It is a long established fact that a reader will be distracted by the readable content of a page when looking at its layout.

13.  GENERAL

• 13.1 GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Louisiana as those laws are applied to contracts entered into and to be performed entirely in Louisiana by Louisiana residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Louisiana or in state court in Calcasieu parish, Louisiana, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Louisiana. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
• 13.2 PRIVACY. Procedure Pal’s privacy policies are incorporated herein by reference and can be found at www.procedurepal.com.
• 13.3 WAIVER. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
• 13.4 ASSIGNMENT. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned by You in whole or in part without the prior written approval of Procedure Pal. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.
• 13.5 SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
• 13.6 COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between Procedure Pal and You, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.
• 13.7 Refund Policy: The Monthly subscription fee may be viewed at www.procedurepal.com. We may change our fees for our services from time to time, but such charges will not apply to you until the next monthly renewal of your subscription. No refunds or credits will be extended.
• 13.8 FTC Cancellation Notice: Either party may cancel this contract at any time, once cancellation has been established no further billing for Procedure Pal will be incurred by the end user.

14.  Grievance Procedure: If you are dissatisfied with the services that Procedure Pal have provided for you, you may direct your written complaint, grievance, or dispute as follows:

• First Level of Contact: Contact button found at www.procedurepal.com or the support button if you are a current user.
• Second level of contact: Email support@procedurepal.com
• Please provide a detailed explanation of your issues including contact information where you can be reached. You will be contacted to discuss an agreeable resolution.

• 14.1 You acknowledge that, in providing You with the Procedure Pal Products, Procedure Pal has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that Procedure Pal may have under trade secret, copyright, patent, or other laws that may be available to it.

15.  IDENTITY VERIFICATION: We require a username and password system to secure access to our site. However, Procedure Pal cannot and does not confirm each user's purported identity. You agree that you are solely responsible for: (1) maintaining the strict confidentiality of your usernames and passwords; (2) not allowing others to use your username to access the site; (3) any losses that may be incurred or suffered as a result of your failure to maintain the confidentiality of your usernames and passwords; and (4) promptly informing Procedure Pal in writing of the need to deactivate a username resulting from actual or potential security concerns. Because we cannot confirm each user's identity, you release Procedure Pal (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) (each a “Claim”) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with a Claim that arises from our inability to confirm user identity other than such Claims that result solely and directly from Procedure Pal’s breach of this User Agreement, gross negligence or willful misconduct.

16.  ACCESS: You agree that you will not use any device, software, malware, or routine to interfere or attempt to interfere with the proper working of the Procedure Pal site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or unduly large load on our substructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to Procedure Pal by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Procedure Pal.

17.  ARBITRATION: Any legal controversy or legal claim arising out of or relating to this User Agreement or our services, excluding legal action taken by Procedure Pal to collect our fees and/or recover damages for, or obtain an injunction relating to, the Procedure Pal site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Lake Charles, Louisiana, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Procedure Pal may seek any interim or preliminary relief from a court of competent jurisdiction in Lake Charles, Louiaiana necessary to protect the rights or property of you or Procedure Pal pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover its reasonable attorney's fees and costs.

THE PROCEDURE PAL PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Scalisi Enterprises LLc, Inc., 2024. All Rights Reserved. Procedure Pal is a trademark used under license in the United States and other countries.