PhraseIt Software End User License Agreement and Terms of Service

 

PhraseIt, Inc. (“PhraseIt”) may revise and update the End User License Agreement or Terms of Service at any time. Please read these terms and agreements carefully before using PhraseIt Software or Service.

 

YOU MUST AGREE TO THE TERMS OF THIS PHRASEIT SOFTWARE END USER LICENSE AGREEMENT AND TERMS OF SERVICE (THE “AGREEMENT”) IN ORDER TO INSTALL AND USE THE PHRASEIT SOFTWARE AND THE PHRASEIT SERVICE. BY CLICKING ON THE “ACCEPT” BUTTON OR BY PURCHASING THE PHRASEIT SOFTWARE AND THE PHRASEIT SERVICE, YOU AGREE TO BE BOUND TO THE AGREEMENT. YOU MAY NOT USE THE PHRASEIT SOFTWARE OR THE PHRASEIT SERVICE IN ANY WAY UNLESS YOU HAVE ACCEPTED THE AGREEMENT.

The PhraseIt software and service is an application that permits users to create documents and reports that may include proprietary terminology. The application supports text-based documentation, formatting, and navigation. Text can be shared or saved as documents. The following general terms and conditions permit you to: 1) download, install and use the PhraseIt software, including any additional PhraseIt software updates that PhraseIt may make available to you (the “Software”), to access the PhraseIt server content and applications (the “Service”); 2) access the Service with the Software; and 3) use the documentation provided by PhraseIt for using the Software and accessing the Service.

 

1. LICENSE GRANT. PhraseIt hereby grants you (the “Licensee”) a personal, non-exclusive, non-transferrable, non-sublicensable, revocable limited license, to install the Software on multiple Devices (and to access the Service with the Software on a number of Devices specified by PhraseIt), only in the countries and languages in which the Software and the Service are made available. You agree that the Software and the Service will use an internet connection to send and receive data and that third parties may charge for data and/or usage fees.

 

2. LICENSEE OBLIGATIONS.

2.1. RESTRICTIONS. You may not (except as permitted by law): (a) use the Software and Service other than for your own use; (b) access the Service with software or means other than the Software; (c) copy, reproduce, distribute, or in any other manner duplicate the Software, in whole or in part; (d) sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Software or the Service, in whole or in part; (e) modify, port, translate, or create derivative works of the Software or the Service; (f) decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the Software or the Service by any means; (g) remove any proprietary notices, labels or marks from the Software; or (g) use the Software or the Service for purposes of comparison with or benchmarking against products or services made available by third parties.

 

DUPLICATING, COPYING, EDITING, OR ALTERING PHRASEIT CONTENT OUTSIDE OF PHRASEIT SOFTWARE IN ANY FORM IS STRICTLY PROHIBITED. YOU ARE NOT ALLOWED TO SAVE PHRASEIT CONTENT IN ANY FORM WITHIN YOUR ELECTRONIC HEALTH RECORD. UNDER NO CIRCUMSTANCES CAN PHRASEIT CONTENT OR ITS DERIVATIVES BE USED BY OR GIVEN ACCESS TO UNAUTHORIZED USERS.

2.2. COMPLIANCE WITH LAWS.

(a) You will comply with laws and regulations that apply to your business and data, including laws, regulations and industry standards concerning privacy and data protection.

 

(b) You bear sole responsibility for your use of the Services, including compliance with all laws, regulations and standards that apply to such use. You may not use the Service (including data stored, transmitted or processed using the Services) in ways that would impose additional regulatory or other legal obligations upon PhraseIt and/or its service providers because of that use (for example, by subjecting PhraseIt and/or its service providers to regulations that apply to your industry).
 

3. INFORMATIONAL PURPOSES ONLY. Use of the Service is for informational purposes only and is intended to be an educational adjunct to licensed medical providers. The Service should not be used in place of the provider's education, knowledge, experience, or clinical judgment. No information, services, or materials offered by or through the Service shall be construed as or understood to be medical advice or care. None of the information provided by the Service shall be used to diagnose or treat any health problem or disease. You must consult with a physician, doctor, or health care provider before taking any product or using any information provided by the Service. Reliance on any information by use of the Service is solely at your own risk. No physician/patient relationship is created between the Service and you by reason of your use of the Service or under any circumstances. Individual inquiries about sensitive or confidential matters should be addressed to appropriate health care professionals.

 

3. PROPRIETARY AND DATA RIGHTS.

 

3.1. SOFTWARE AND SERVICE. PhraseIt, its licensors, and its service providers own all right, title, and interest in the Software and the Service including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith, and all title to such rights shall remain solely in PhraseIt and/or its licensors and/or its service providers. Unauthorized copying of the Software or the Service, or failure to comply with the above restrictions, will result in automatic termination of this Agreement and all licenses granted hereunder, and PhraseIt shall be entitled to all available legal and equitable remedies for breach of this Agreement. All works of authorship, information, content, functional components, articles, software, downloads, upgrades, documentation, services, information and material appearing on, contained in, or made available through PhraseIt (the “PhraseIt Materials”) are protected by law, including without limitation United States copyright law. Except as explicitly stated on PhraseIt, the entirety of PhraseIt Materials (including without limitation text, graphics, images, video, data, design, organization, compilation, look and feel attributes and other intellectual property) are PhraseIt’s copyrighted works, all rights reserved, or they are the copyrighted works of PhraseIt’s affiliates, licensors, or suppliers. Removing or altering any copyright notice or any other proprietary notice on any PhraseIt Materials is strictly prohibited. Any commercial use of any PhraseIt Materials, in whole or in part, without the prior written consent of PhraseIt, is prohibited. Any reproduction, distribution, performance, display, preparation of derivative works based upon, framing, capturing, harvesting, scraping, or collection of, or creating of hypertext or other links or connections to, any PhraseIt Materials or any other proprietary information of PhraseIt, without PhraseIt’s advance written consent, is prohibited. All names, trademarks, service marks, symbols, slogans, and logos appearing on PhraseIt are proprietary to PhraseIt or its parent, affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law.


3.2. THIRD PARTY MATERIALS, PRODUCTS, AND SERVICES. Parties other than PhraseIt may provide products, services, or content on the Software or Service. Use of any material or content on and made available through the Software or Service is entirely at your own risk. Additionally, the Service contains links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. Other terms and conditions, in addition to these Terms and Conditions, related to specific content of third parties may appear by using the Service and will apply to such third party content as indicated. PhraseIt does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter into with third parties. Your use of third party websites is at your own risk, and subject to the terms and conditions of such other websites. PhraseIt does not endorse any product, service, or treatment provided on a third party website or advertised on the Software or Service.

 

4. SUPPORT. To facilitate the process of evaluating and testing the Software and Service, Licensee may refer to PhraseIt frequently asked questions on the PhraseIt website. For additional support, Licensee may request such support via the PhraseIt website, and upon PhraseIt personnel availability, PhraseIt may provide reasonable support services through fax, email, or other means to Licensee with regards to defect and/or clarification of functions and features of the Software and Service.

 

5. MATERIALS SUBMITTED TO PHRASEIT. PhraseIt may allow you to contribute text, phrases, weblinks, photographs, pictures, videos, recordings, postings, and other materials (the “User Materials”) to PhraseIt. PhraseIt does not guarantee the accuracy or completeness of any User Materials and cannot be responsible for any User Materials. By submitting User Materials to or using PhraseIt, you represent that you have the full legal right to provide the User Materials, that such User Materials will not: (a) divulge any protected health information or infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including without limitation as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person or which impersonates another person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing or embarrassing; (d) be obscene, child pornographic, or indecent; (e) violate any community or Internet standard; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (g) result in product liability, tort, breach of contract, personal injury, death, or property damage; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party. Upon your submission of User Materials or other material or information to PhraseIt, you grant PhraseIt, and PhraseIt thereby accepts, a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, the User Materials for the purpose of providing PhraseIt and Site products and services and for all other business purposes of PhraseIt, all without any compensation to you whatsoever. PhraseIt may remove User Materials from PhraseIt that are libelous, incorrect, spiteful, or otherwise inappropriate, in PhraseIt's sole discretion. PhraseIt shall not be responsible for changes, modifications, or removal any User Materials that you submit to PhraseIt. PhraseIt reserves the right to, but is not obligated to monitor, edit or disclose any User Materials. PhraseIt is not obligated to maintain back-up copies of any User Materials. You acknowledge and agree that User Materials may be transferred by PhraseIt and its agents, representatives, contractors, and licensees outside of the United States. In addition, you acknowledge and agree that it is your obligation to inform third parties of the processing, including, without limitation, transferring across international borders, of their personal information, such as their name, address, and likeness, in connection with the User Materials. You agree to ensure that any required third parties have given their consent to such processing as required by all applicable law, statute, ordinance, or regulation, including, without limitation, data protection legislation.

 

6. COMMUNICATIONS WITH PHRASEIT. PhraseIt welcomes your feedback and suggestions about how to improve our products, information, and services and PhraseIt, including, without limitation, the feedback and suggestions and all other information, data, material, or other content to PhraseIt. Such Submissions shall be deemed User Materials in accordance with Section 5 of these Terms and Conditions. Without limiting the foregoing, PhraseIt is free to use any ideas, concepts, methods, know-how, techniques, and processes contained in any Submission for any purpose whatsoever, including without limitation creating and marketing products, information, or services using such information.

 

7. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT PHRASEIT, ITS AFFILIATES, AND ITS SERVICE PROVIDERS PROVIDE THE SOFTWARE AND SERVICE “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. CONSEQUENTLY, YOU AGREE TO TAKE ALL PRECAUTIONS AND SAFEGUARDS NECESSARY TO PROTECT YOUR DATA AND SYSTEMS FROM LOSS OR DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHRASEIT, ITS AFFILIATES, AND ITS SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PHRASEIT OR ITS LICENSORS MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO PHRASEIT, THE USER MATERIALS, PHRASEIT MATERIALS, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH PHRASEIT, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER MATERIALS, PHRASEIT, PHRASEIT MATERIALS, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH PHRASEIT, IS WITH YOU.


8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHRASEIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, ITS LICENSORS, OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF COVER, ARISING FROM THE USE OF THE SOFTWARE OR THE SERVICE, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OR WHERE IT SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF PHRASEIT AND ITS LICENSORS SHALL NOT EXCEED FIVE DOLLARS.

9. TERM AND TERMINATION/SUSPENSION. This Agreement begins on your acceptance of the terms and conditions of this Agreement and expires upon termination. PhraseIt may terminate or suspend this Agreement, and/or the licenses granted or Service provided hereunder, at any time in its sole discretion, with or without cause, by notifying you that the Service has expired or has been terminated or suspended. This Agreement shall terminate automatically upon the breach of any of its terms and conditions by you. Upon termination, you shall immediately stop use of the Software and Service and shall delete all copies of the Software.

10. EXPORT COMPLIANCE. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) you will obtain any authorizations that may be required to import, export, and otherwise transfer data used or processed using the Software and/or Service; and (iv) you will not use, distribute, transfer, or transmit any products, software or technical information (even if incorporated into other products) in violation of applicable export laws and regulations.

11. TRADEMARKS. Third-party trademarks, trade names, product names and logos (the “Trademarks”) contained in or used by the Software or the Service are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The use of such Trademarks is intended to denote interoperability and does not constitute: (i) an affiliation by PhraseIt with such company, or (ii) an endorsement or approval of such company of PhraseIt and its products or services.

12. GOVERNING LAW. These Terms and Conditions represent the entire agreement between you and PhraseIt with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the Commonwealth of Arizona. By using the Software or Service, you consent and agree to (a) the exclusive jurisdiction and venue for any and all disputes arising out of this Agreement or related to the Service are in the state and federal courts located in Phoenix, Arizona and (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.

 

13. TERMS SUBJECT TO CHANGE. PhraseIt may make changes to the Software or Service or to the products, information, or services made available in connection with PhraseIt, at any time, and PhraseIt makes no commitment to update the information contained on or in the Service. PhraseIt reserves the right to terminate your access to the Software and Service in the event that you violate these Terms and Conditions or for any reason whatsoever or no reason, with or without notice, in addition to any and all other remedies available at law or in equity. PhraseIt reserves the right at any time to modify, alter or update these Terms and Conditions. Your use of the Software and Service following any changes means that you agree to follow and be bound by the terms as changed. It is the obligation of PhraseIt users before the change to learn of changes to the Terms and Conditions since their last use. You acknowledge and agree that PhraseIt may change the terms and conditions of this Agreement from time to time. If you do not agree to such changes in this Agreement, your only remedy is to cease using the Software and the Service. Your continued use of any part of the Software or Service after PhraseIt has provided you with reasonable notice of such change for your review will be considered your acceptance of such change.

14. GENERAL LEGAL TERMS. You may not assign or otherwise transfer any rights or obligations under this Agreement without PhraseIt’s prior written consent. This Agreement is the entire agreement between PhraseIt and you and supersedes any other communications or advertising with respect to the Software or the Service. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised solely to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. The failure of PhraseIt to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15. CONFIDENTIAL INFORMATION. Licensee shall not disclose or use PhraseIt’s Confidential Information (as defined below) except as provided in this Agreement. Licensee may disclose Confidential Information to its agents or employees who have a need to know and who are bound in writing by confidentiality terms no less restrictive than those contained herein. Notwithstanding the foregoing, Confidential Information may be disclosed if required by law, provided, however, that Licensee shall notify PhraseIt of such requirement immediately in writing and will reasonably cooperate with PhraseIt in obtaining a protective or similar order. “Confidential Information” means the Software, Service, and related technology, algorithms, and information contained therein, including related trade secrets. “Confidential Information” does not include information that (i) can be demonstrated by written records was in Licensee’s possession prior to disclosure by PhraseIt; (ii) is or becomes publicly known or readily ascertainable without breach of this Agreement; (iii) is lawfully received by Licensee from a third party without an obligation of confidentiality; (iv) is disclosed by PhraseIt to a third party without an obligation of confidentiality on the part of the third party; (v) is independently developed by Licensee; or (vi) is disclosed by Licensee with PhraseIt’s prior written consent.

The Service is a hosted service that transmits the end user’s Text Data via the internet. Consequently, the Service is not intended for access or transmission of protected health information (PHI) governed by HIPAA and you agree to not provide PHI while using the Service.

16. ACCEPTABLE USE TERMS. PhraseIt expects that Licensee will use the Service in a legal and authorized manner. Any illegal or unauthorized use of the Services could be harmful to PhraseIt or its service providers, its licensors, its customers, or the Service itself.

This Section 16 and Subsections 16.1 – 16.5 below describe prohibited uses of the Service. The examples described in this section are not exhaustive. If Licensee violates this section or authorizes or permits others to do so, PhraseIt may immediately suspend some or all of the Service or terminate Licensee’s use of the Service in accordance with this Agreement.

16.1. OBLIGATION TO REPORT. If Licensee becomes aware of any violation of this section, Licensee agrees to notify PhraseIt immediately and cooperate in any efforts to stop or remedy the violation. PhraseIt and/or its service providers may investigate any violation of this section or misuse of the Service, but PhraseIt and/or its service providers are not obligated to do so. PhraseIt and/or its service providers may deem it necessary to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties, without necessarily advising Licensee. Such reporting may include disclosing appropriate Licensee information, and network and systems information related to alleged violations of this section or the Agreement. PhraseIt and/or its service providers may cooperate with appropriate public agencies or other appropriate third parties to assist with the investigation and prosecution of illegal conduct related to alleged violations of this section.

16.2. ACCURATE INFORMATION REQUIRED. Licensee agrees to provide accurate and complete information when Licensee purchases or uses the Service, and Licensee agrees to keep such information accurate and complete during the entire time that Licensee uses the Service.

16.3 NO ILLEGAL, HARMFUL, OR OFFENSIVE USAGE OR CONTENT. Licensee may not use, or encourage, promote, facilitate, or instruct others to use the Service for any use that PhraseIt and/or its service providers reasonably believes to be illegal, harmful, or offensive, or to transmit, store, or otherwise make available any content that PhraseIt and/or its service providers reasonably believes to be illegal, harmful, or offensive. These prohibited activities and content include:

 

• Illegal activities, including disseminating, promoting, or facilitating pornography, or any activity that is likely to be in breach of, or does breach, any applicable laws or regulations including data protection.

• Any offensive content that is defamatory, obscene, deceptive, abusive, an invasion of privacy, objectionable, or otherwise inappropriate.

• Any content that infringes or misappropriates the intellectual property or proprietary rights of others or assists others in infringing any such rights.

• Any activities that may be harmful to the Services or to PhraseIt and/or its service providers’ reputation, including engaging in any fraudulent or deceptive practices.

 

16.4. NO SECURITY VIOLATIONS. Licensee may not use the Service to violate, or attempt to violate, the security or integrity of any network, computer, or communications system, software application, or network or computing device (individually or collectively “System(s)”). These prohibited activities include Licensee taking, or attempting to take, any of the following actions: 

 

• Gaining unauthorized access to the Service or any other accounts or Systems, whether through high-volume, automated, or electronic processes, hacking, password mining, reverse engineering, or any other means. 

• Probing, vulnerability scanning, or penetration testing of any System, or breaching any security or authentication measures without obtaining prior written approval from PhraseIt.  In particular, social engineering, denial of service, destructive, and password sniffing or cracking tests are not permitted.   

• Monitoring data or traffic on any System without such permission. (Licensee may, however, monitor data or traffic on resources dedicated to Licensee’s exclusive use.

 

16.5. NO INTERFERENCE OR DISRUPTION OF SERVICES OR OTHERS’ NETWORKS, SYSTEMS, OR INTERNET CONNECTIONS. Licensee may not make network connections to any users, hosts, or networks of the Service unless Licensee has permission to communicate with them. Licensee may not take any action, or attempt any action, that interferes with or disrupts the proper functioning of any System. These prohibited activities include Licensee taking, or attempting to take, any of the following actions:  
 

• Engaging in any activity that interferes with or adversely affects other PhraseIt and/or its service providers customers’ use of the Services.

• Using any content or technology that may damage, interfere with, intercept, or take unauthorized control of any system, program, or data, including viruses, worms, or time bombs. 

• Using the Service in any manner that appears to PhraseIt and/or its service providers to threaten PhraseIt’s and/or its service providers’ infrastructure. This includes Licensee’s providing inadequate security, allowing unauthorized third party access, or attempting to circumvent PhraseIt’s and/or its service providers’ measures for controlling, monitoring, or billing usage. 

• Uploading or otherwise using viruses, worms, corrupt files, Trojan horses, or other malware, or any other content which may compromise the Service, PhraseIt’s and/or its service providers’ operations, or its performance for other PhraseIt and/or its service providers  customers.

• Interfering with the proper functioning of any System, including any deliberate attempt to overload a System by any means.

• Monitoring or crawling a System so that such System is impaired or disrupted.


17. INDEMNITY. Licensee agrees to indemnify, defend and hold PhraseIt and its service providers harmless from and against any and all claims, liabilities, damages, and losses, including court costs and reasonable attorney fees, concerning (i) actual or alleged acts or omissions of Licensee in connection with receipt or use of the Service, including but not limited to claims that Licensee’s acts or omissions infringe any third party’s intellectual property rights; or (ii) Licensee’s failure to perform or comply with the Agreement. You shall indemnify PhraseIt and its directors, officers, employees, agents, contractors and licensors against all claims, actions, suits, and other proceedings arising out of or incurred in connection with PhraseIt and your use of PhraseIt, your fraud, violation of law, negligence, willful misconduct, or any other use of PhraseIt, the User Materials, PhraseIt Materials, the services, products, information and other materials on and in and made available through PhraseIt, (except to the extent attributable to PhraseIt), or any breach by you of these Terms and Conditions and shall indemnify and hold PhraseIt indemnities harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys fees and attorneys disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of PhraseIt. PhraseIt or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If PhraseIt or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to PhraseIt, subject to the right of PhraseIt to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.

 

18. SECURE ACCESS. Licensee agrees to comply with PhraseIt security protocols and only access the Service via the activation URL and login credentials provided by PhraseIt. You are solely responsible for maintaining the confidentiality and security of your login credentials and for all activities that occur on or through your Services account. You shall notify PhraseIt immediately if you become aware of any unauthorized use of your login credentials. You shall not (a) share your login credentials or (b) use the login credentials of others to access the Service.

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