Carelyx Ltd. and its affiliates (“Carelyx“, “Company“, “we“, “our“ or “us“) welcome you (the “User(s)“ or “you“) to our mobile application “Along.me“ (the “App“). Each of the App's Users (either Clients or Professionals, as such terms are defined below) may use it in accordance with the terms and conditions hereunder.
By installing and/or downloading, connecting to, and accessing the App, you acknowledge that you have read and understood the following terms of use, including the terms of our Privacy Policy (the “Privacy Policy“) (collectively, the “Terms“) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of our App and you acknowledge that these Terms constitute a binding and enforceable legal contract between the Company and you.
IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT POSSES THE LEGAL CAPACITY TO ENTER INTO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE OUR APP IN ANY MANNER, DO NOT INSTALL THE APP AND/OR PROMPTLY UNINSTALL THE APP FROM YOUR DEVICE.
The App and/or the Company Services are generally available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law. Therefore, you hereby represent that you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the App and/or the Company Services in accordance with these Terms, and to fully perform your obligations hereunder. To the extent that the Professional (as such term is defined below) would like to use the App and the Company Services in connection with a Client (as such term is defined below) that is under the age of sixteen (16), he/she/it is responsible for receiving parental consent from the parent and/or legal guardian of the child for his/her use of the App which use is subject to the terms set forth hereunder and in the Privacy Policy, while it shall be clarified that the parent/legal guardians will be fully responsible for the child's activities and conduct on the App. The Professional shall document such an approval and, upon Company's request, it shall provide such documented approval to the Company. The Professional shall indemnify the Company, including Carelyx Representatives (as such term is defined below) from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from any breach of such obligation.
The App is designed to enable professionals that provide services to their clients in the framework of periodic meetings, to retain connection with their clients during the time periods between each meeting (respectively, “Professionals“, “Services“ and “Clients“).
The App includes our proprietary content, such as information, videos, text, logos, buttons, icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel“ of the App, videos, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, Third Party Content (as defined below) and other features obtained from or through the App (collectively, the “Content“).
The Company's App and/or any services offered via the App shall collectively be referred to herein as the “Company Services“.
The use of the App may include push notifications. You hereby agree to receive any push notifications (push notifications may be sent to Users upon the confirmation to receive such notifications). You may opt-out from receiving push notifications from the App by changing the settings in your device or within the App.
Users who have opened an Account will be included in our mailing list, and shall receive our newsletter, including may updates regarding the Company's developments, new services, new offerings, etc. and may also receive push notifications to their devices and browsers, all as detailed in our Privacy Policy.
ALL RIGHTS IN AND TO THE APP, THE COMPANY SERVICES AND/OR THE CONTENT ARE RESERVED TO CARELYX OR ITS LICENSORS.
THE APP AND/OR COMPANY SERVICES AND/OR CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS“ BASIS. YOUR USE OF THE APP AND/OR THE COMPANY SERVICES AND/OR THE CONTENT, IS ENTIRELY AT YOUR OWN RISK. CARELYX DOES NOT, EITHER EXPRESSLY OR IMPLICITLY IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY LOSS, INJURY AND/OR DAMAGES INCURRED AS A RESULT, OR IN CONNECTION WITH, THE USE OF THE APP AND/OR THE COMPANY SERVICES AND/OR CONTENT AND/OR USER DATA (AS DEFINED BELOW) AND/OR THIRD PARTY CONTENT AND/OR THE OUTCOME OF THEIR USE, DISPLAY OR DISSEMINATION.
PLEASE NOTE THAT WE DO NOT WARRANT THAT THE APP AND/OR COMPANY SERVICES WILL BE ERROR FREE. THE APP IS NOT INTENDED FOR STORAGE, BACKUP AND/OR MANAGEMENT OF USER DATA, AND ANY DATA THAT YOU UPLOAD TO THE APP IS UPLOADED AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR ENSURING THAT YOU MAINTAIN BACKUP COPIES OF ALL DATA, INCLUDING ANY USER DATA. WE DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OF SUCH DATA.
YOUR USE OF THE APP AND/OR THE COMPANY SERVICES AND/OR THE CONTENT IS ENTIRELY AT YOUR OWN RISK.
Users who wish to use and access the App and the Company Services are required to sign-in by providing with certain information, as detailed in our Privacy Policy (the “Account“). We may also send you a text message with a security code, to authenticate your Account and ensure its security.
You must implement and maintain reasonable physical, technical safeguards to maintain and protect the device on which you have installed the App or using your Account. You must not disclose your passwords and the ways of accessing your device to others. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of the Company. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events act in accordance with the Company's reasonable instructions. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account.
You must safeguard and not disclose your username and password of your Account and supervise the use of such Account. You must provide accurate and complete information for creating an Account and you agree to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate.
We note that we can suspend access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of the Company, the Users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; and/or (f) we are required to by law. We may provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF THE FEATURES OR CAPACITY OF YOUR ACCOUNT AND ALL DATA UPLOADED. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
The terms of this Section 4 will apply to you to the extent that you use the App and/or Company Services in your capacity as a Client.
PROVIDED THAT YOU HAVE FACILITATED A CONNECTION WITH YOUR PROFESSIONAL VIA THE APP, IN CASE OF AN EMERGENCY, CALL YOUR LOCAL EMERGENCY COMPANY SERVICES – THE APP AND THE CONNECTION FACILITATED BETWEEN YOU AND YOUR PROFESSIONAL VIA THE APP SHOULD NOT BE USED OR RELIED UPON AS A REPLACEMENT FOR ANY ADVICE OR TREATMENT NECESSARY IN CONNECTION WITH ANY EMERGENCY.
Please note that the Company and the Professionals are entirely independent entities. No affiliation, partnership, or employment relationship exists between the Company and the Professionals. The Company does not exert control over or assume responsibility for the actions, services, or conduct of the Professionals. Your interaction with your Professional via the App is exclusively and solely with the Professional. The Company will not be involved in any capacity in the provider-patient relationship or any other sort of relationship existing between you and the Professional. No provider-patient relationship is formed between you and us.
Carelyx, the App and/or the Company Services do not offer any consulting or any professional advice of any nature, or any related information and knowledge in this respect. Your use of the App and/or Company Services does not impose on us a duty to follow up with you about your engagement with your Professional.
Please note that we do not examine or monitor in any manner the professional skills, capabilities, accreditations, certifications and/or regulatory licenses of any Professional. We do not recommend or endorse any specific Professional or the Professionals that are using our App and/or Company Services. Please note that the Company is not and will not be responsible for any act or omission of any Professionals and we are not responsible for and disclaim and any warranty with respect to the quality of the content and/or the Professionals and/or the fitness of their knowledge for your purposes or needs, and we do not provide any warranties or representations for such activity with the Professionals.
ANY DECISION MADE OR ACTION TAKEN BY YOU OR NOT TAKEN BY YOU BASED ON THE APP AND/OR COMPANY SERVICES IS YOUR SOLE RESPONSIBILITY AND LIABILITY. ANY INFORMATION, CONSULT, ADVICE, ANALYSIS AND/OR PROGNOSIS PROVIDED TO YOUR BY PROFESSIONALS WITHIN OR OUTSIDE THE APP ARE PROVIDED AT THEIR OWN DISCRETION AND THEY ARE FULLY LIABLE FOR SUCH ADVICE.
YOU HEREBY RELEASE AND DISCHARGE THE COMPANY FROM ANY CLAIM AND/OR LIABILITY RELATING TO SUCH INFORMATION, CONSULT, ADVICE, ANALYSIS AND/OR PROGNOSIS. YOU ENGAGEMENT WITH YOUR PROFESSIONAL WITHIN AND OUTSIDE THE SCOPE OF THE APP IS AT YOUR OWN RISK.
The terms of this Section 5 will apply to you to the extent that you use the App and/or Company Services in your capacity as a Professional.
You hereby represent and warrant that:
You have all power, right and title required to enter into these Terms and there is no legal or contractual impediment which prevents or otherwise limits you from entering into these Terms or performing your obligations hereunder.
You agree and acknowledge that you are solely and exclusively responsible for all actions taken with respect to your Wellbeing Company Services and your User Data.
Your relationship with the Clients is strictly under your liability. The Company is not involved in such a relationship and does not interfere, validate or control any content or advice you provide and/or other engagement with the Users.
These Terms do not create any employer-employee, agency or partnership relationship between you and the Company, and you shall not, in no circumstances, hold yourself out as representing the Company.
You agree to fully defend, hold harmless and indemnify the Company from all claims, losses, liabilities and damages arising out of your Wellbeing Company Services and/or your use of User Data.
We may charge fees for your use of the App and/or Company Services, or certain features thereof, on a subscription-based model, in accordance with the fees and the subscription periods detailed on the relevant screen on our App at the time you purchase the subscription (“Subscription Fees“, “Subscription Period(s)“ and “Subscription(s)“, respectively).
The terms and conditions of the Subscription, as may be displayed on our App (including without limitation the Subscription Fees and Subscrpition Periods) (the “Subscrpition Terms“) are hereby incorporated into these Terms by way of reference and form an integral part thereof.
Unless otherwise stated in the Subscrpition Terms: (i) your Subscription shall automatically renew for consecutive Subscription Periods, unless you terminate your Subscription in advance; and (ii) the Subscription Fees shall be billed in advance upon the commencement of each Subscription Period.
All Subscription Fees and other amounts paid hereunder are irrevocable and non-refundable.
Subscription Fees are billed using the applicable application marketplace's internal billing system (e.g., the App Store or Google Play). As such, billing of the Subscription Fees and the relevant Subscription are also subject to the application marketplace's third party operator's (the “Marketplace“) terms, as well as the these Terms (in case of conflict, the Marketplace's terms shall prevail). Please note that by purchasing a Subscription and paying the applicable Subscription Fees you enter into a direct engagement with the Marketplace and any Subscription Fees charged for your Subscription will be billed by the applicable Marketplace using the payment information they have obtained from you. We do not control and are not affiliated with such Marketplaces. These Marketplaces are independent contractors and have no employment or agency relationship with Carelyx. Carelyx is not responsible in any way for the actions or performance (or lack thereof) of the Marketplaces. The use of the Marketplaces is at your own risk. It is your responsibility to abide by all the terms specified by the Marketplaces in their terms of service and privacy policies. You acknowledge that you are fully assuming the risks of conducting any transactions via the Marketplaces. Should you wish to cancel your Subscription you should follow the applicable canceling policy of such Marketplace.
There are certain conducts which are strictly prohibited when using the App and Company Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at the Company's sole discretion) in the termination of your use of the Company Services and may also expose you to civil and/or criminal liability.
You may not (and you may not permit any third party to), unless otherwise explicitly permitted under these Terms: (a) use the App for any illegal, immoral, unlawful and/or unauthorized purposes; (b) remove or disassociate, from the App any restrictions and signs indicating proprietary rights of the Company or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®) and you represent and warrant that you will abide by all applicable laws in this respect; (c) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application or use other manual or automatic device, process or method to access the App and retrieve, index and/or data-mine information; (d) interfere with or disrupt the operation of the App or the servers or networks that host them, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (e) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Company Services; (f) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (g) bypass any measures we may use to prevent or restrict access to the App; (h) copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made available by Carelyx on or through the App, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (i) copy, distribute, display, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company's proprietary rights, including the Company's Intellectual Property (as such term is defined below), in any way or by any means, unless expressly permitted under any applicable laws; (j) make any use of the Content on any site or networked computer environment for any purpose without our prior written consent; (k) create a browser or border environment around the Content (no frames on inline linking is allowed); (l) frame or mirror any part of the App without our prior express written authorization; (m) create a database by systematically downloading and storing all or any of the Content from the App; (n) transmit or otherwise make available in connection with the App any virus, worm, Trojan Horse, time bomb, spyware, or any other similar computer code, that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (o) use the Company Services for any purpose for which the App and/or the Company Services are not intended; and/or (p) infringe and/or violate any of the Terms. The Client may not (and may not permit any third party to) use the App and/or the Company Services for non-personal or commercial purposes.
The App allows Users (i.e., Clients and Professionals) to upload to or input into the App, and share with their Client or Professional (as applicable) certain content and information which you may have access to, both as a recipient and as a generator/uploader thereof (collectively, “User Data“).
As long as the User Data is subject to the applicable copyright law, such User Data shall remain at all times, and to the extent permitted by law, the sole and exclusive property of the User that uploaded or inputted such User Data into the App. You represent and warrant that you are the rightful owner of the User Data you upload to or input into the App or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such User Data and that such User Data does not infringe any third party's intellectual property rights, privacy rights or publicity rights.
You expressly agree that your User Data will not include any unsolicited promotions, advertising, contests or raffles. You agree that you will not post or upload any User Data containing content which (i) is unlawful for you to possess, post or upload in the country in which you are resident, (ii) would be unlawful for the Company to use or possess in connection with the App, (iii) breaches the rights of third parties (including, without limitation any intellectual property rights), and/or (iv) is defamatory, vulgar, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent, or promotes or induces illegal activity.
When you upload, post, publish or make available any User Data on the App, you grant to Company, a non-exclusive, sub-licensable, royalty-free right and license to use your User Data solely as necessary in order to provide the Company Services (including without limitation sharing such User Data with your Client or Professional (as applicable). In addition, you hereby explicitly waive any moral right you may have in and to your User Data and forever waive and agree not to claim or assert any entitlement to any and all moral rights in any of such User Data.
WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER DATA UPLOADED, POSTED, PUBLISHED AND MADE AVAILABLE BY YOU OR ANY OTHER USER, OR FOR ANY LOSS OR DAMAGE THERETO, NOR IS THE COMPANY RESPONSIBLE FOR ANY DAMAGES INCURRED BY YOU OR ANY OTHER USERS IN CONNECTION WITH YOUR UPLOAD, USE, RELIANCE AND/OR EXPOSURE TO ANY USER DATA, NOR FOR ANY MISTAKES, DEFAMATION, LIBEL, FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER THIRD-PARTY MAY ENCOUNTER IN CONNECTION THEREWITH.
We may create limits on the use of the Company Services including limitation on size and storage space available for Users to upload User Data.
The Company may use in any manner anonymous information which derives from the use of the App and/or the User Data (i.e., non-identifiable information, aggregated or analytics information), in order to provide and improve Company's products and services and for any legitimate business purpose. The Company is and shall remain the sole and exclusive owner of the analytics information.
When you uninstall or remove the App from your mobile device, or otherwise in case of damage of theft of the device, all User Data may be permanently lost. In any event, we take no responsibility and assume no liability for any User Data and/or other kind of records uploaded to the App and for any loss or damage thereto or for any loss or damage such loss of User Data may cause you or any third parties. You are solely responsible for creating backup copies of User Data at your sole expense.
To use the App and/or Company Services you must be over the age of sixteen (16) or to the extent that you are a Client and you are younger than sixteen (16) you may use the App if your parents/legal guardians have approved your use of the App vis a vis the Professional. We reserve the right to request proof of age at any stage. In the event that it comes to our knowledge that a person under the age of sixteen (16) is using the App and/or the Company Services without parental consent, we will prohibit and block such User from accessing the App and/or Company Services and will make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy) with regard to such User.
We respect your privacy and are committed to protecting the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the App. Our policy and practices and the type of information collected are described in detail in our Privacy Policy which is incorporated herein by reference. You agree that the Company may use and process personal information that you provide or make available to it in accordance with the Privacy Policy. IF YOU INTEND TO ACCESS OR USE THE APP, YOU MUST FIRST READ AND AGREE TO THE PRIVACY POLICY.
The App (including our technology and our platform) and the Content included therein and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property“), are owned by and/or licensed to the Company and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. The Terms do not convey to you an interest in or to the Company's Intellectual Property but only a limited revocable right of use in accordance with the Terms.
Use of any Company's registered or unregistered trademarks, service marks or logos and of all other third party trademarks, service marks, trade names and logos which may appear on the App is strictly prohibited and may be a violation of applicable trademark laws.
Subject to the terms hereof, the Company hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable and fully revocable limited license to use the App (including the Content) in accordance with the terms included in these Terms.
To the extent you provide any feedback, comments or suggestions to the Company regarding the App whether within the App or otherwise (collectively, the “Feedback“), the Company shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the App, any Company's current or future products, technologies or services and use such Feedback for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require us to comply with any additional obligations with respect to any of our current or future products, technologies or services that incorporate any Feedback.
The Company's marks and logos and all other proprietary identifiers used by the Company in connection with the App (“Company Trademarks“) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the App belong to their respective owners (“Third Party Marks“). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
Certain links provided herein may permit our Users to leave our App and enter non-Company sites. These linked sites and services are not under our control and we are not responsible for the availability of such external sites or services, and we do not endorse and are not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and services or any link contained in linked sites or services. In addition, we are not responsible or liable for such linked sites and services' privacy practices and/or any other practices. Your access to, use of and reliance upon any such sites, services and content and your dealings with such third parties are at your sole risk and expense. We reserve the right to terminate any link at any time. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any site, content, products or other materials available on or through such linked sites or resource. Most of such linked sites and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable, and we encourage you to read such documents carefully before using those sites and services, inter alia, in order to know what kind of information about you is being collecting.
The Service may include social sharing and posting features and other integrated tools (for example the Facebook “Like“ and “Share“ buttons, sharing and posting content via Twitter, YouTube, Facebook, Google+ and e-mail etc.) (“Social Features“).
The Social Features are operated or allow for social integration with certain third party social networks or third party platforms (“Social Network“ or “Platform“). These are created and maintained by third parties who are not affiliated with and/or controlled by the Company. If you enable this integration, your use of the Social Features is subject to the applicable third party Social Network or Platform terms of use and privacy policies. If you do not agree to the practices described in such terms you should disable our App's integration with such Social Networks or Platforms, however you may find that you are not able to enjoy all the features available by our Service. The Company is not responsible and has no liability for your use of such Social Networks or Platforms.
Since you are downloading the App from a third party platform, service provider or distributor (“Platform Provider“) your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules“). Certain Usage Rules are described below, but other Usage Rules may apply, and it is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider's Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between the Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider's representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider's Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
The following applies to you if you downloaded the App from the Apple App Store (“Licensed Application“): You acknowledge and agree that (i) the license granted herein is limited to a non-transferable license to use the Licensed Application on an Apple branded device that you own or control, (ii) these Terms are solely between you and the Company, not Apple Inc. (“Apple“), and that Apple has no responsibility for the Licensed Application or content thereof, (iii) your use of the Licensed Application must comply with Usage Rules established by Apple, as set forth in the App Store Terms of Service effective as of the date you enter into these Terms, except that such Licensed Application may be accessed and used by other accounts associated with you via Apple's Family Sharing or volume purchasing; and (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund you the purchase price you paid, if any, for the Licensed Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use and any law applicable to the Company as provider of the App.
The Company and you acknowledge that the Company, and not Apple, is responsible for addressing any claims relating to the Licensed Application or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
You hereby 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; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You acknowledge that, in the event of any third party claim that the Licensed Application or your possession and use thereof infringes that third party's intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.
The App may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with, the App are subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the App and the Company disclaims all liability related thereto. You acknowledge that the Company is not the author, owner or licensor of any Third Party Components, and that we make no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the App or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source“ or “publicly available“ software.
We reserve the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Company Services and this App (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this App may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Company Services, this App or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
If we supply to you any updates, upgrades and any new versions of the App (“Updates“) according to our then current policies, it may include automatic updating or upgrading of the App with or without any additional notice to you and the Terms will govern any such Updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the App shall include such Updates. For clarity, the Company has no obligation to provide Updates.
The Company Services' availability and functionality depends on various factors, such as communication networks. The Company does not warrant or guarantee that the Company Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE APP AND/OR THE CONTENT AND/OR THE COMPANY SERVICES ARE PROVIDED ON AN “AS IS“, “WITH ALL FAULTS“ AND “AS AVAILABLE“ BASIS, AND THE COMPANY, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “CARELYX REPRESENTATIVES“), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF AVAILABILITY, RELIABILITY OR THE QUALITY OF THE APP AND/OR ITS USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE. YOU AGREE THAT USE OF THE APP AND/OR THE CONTENT AND/OR THE USER DATA IS ENTIRELY AT YOUR OWN RISK.
ALL USER DATA, CONTENT, THIRD PARTY CONTENT, TEXT MESSAGES AND ADVICE, MADE ACCESSIBLE TO YOU THROUGH THE APP AND/OR THE COMPANY SERVICES OR OTHERWISE IN THE CONTEXT OF THE COMPANY SERVICES, AND ANY USE OR RELIANCE UPON IT, ARE SUBJECT TO THE USER'S DISCRETION AND JUDGMENT AND IS AT THE USER'S SOLE RISK AND RESPONSIBILITY. WITHOUT DEROGATING FROM THE FOREGOING, ANY USER DATA UPLOADED TO THE APP ARE NOT VERIFIED BY US AND DO NOT BIND US IN ANY FORM. WE HAVE NO CONTROL OVER, AND NO DUTY TO TAKE ACTION REGARDING WHAT EFFECTS THE USER DATA; HOW THE USER MAY INTERPRET OR USE THE CONTENT OR WHAT ACTIONS THE USER MAY TAKE AS A RESULT OF BEING EXPOSED TO ANY USER DATA. WE WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE APP AND/OR THE CONTENT AND/OR WELLBEING COMPANY SERVICES AND/OR THIRD PARTY CONTENT AND/OR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN CONNECTION WITH THE COMPANY SERVICES.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE APP IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT THE COMPANY WILL CORRECT ANY ERRORS OR DEFECTS IN THE APP, (III) THE APP WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND CARELYX REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, (IV) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE APP AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE APP (INCLUDING THAT THE RESULTS OF USING THE APP WILL MEET YOUR REQUIREMENTS).
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL THE COMPANY AND CARELYX REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE APP AND/OR THE USER DATA AND/OR THE CONTENT AND/OR THE COMPANY SERVICES AND/OR WELLBEING COMPANY SERVICES, YOUR USE OR INABILITY TO USE THE APP AND/OR THE COMPANY SERVICES AND/OR WELLBEING COMPANY SERVICES AND/OR THE FAILURE OF THE APP TO PERFORM AS DESCRIBED OR EXPECTED; ALL REGARDLESS OF WHETHER THE COMPANY OR CARELYX REPRESANTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, CARELYX AND ITS REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR AND/OR ANY THIRD PARTY'S USE OR INABILITY TO USE THE APP AND/OR THE CONTENT AND/OR WELLBEING COMPANY SERVICES AND/OR THE COMPANY SERVICES AND/OR THE USER DATA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO THE COMPANY FOR USE OF THE APP AND/OR THE COMPANY SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR $US5.00, WHICHEVER IS GREATER. THE LIMITATION OF LIABILITY PROVISIONS WHICH APPLY TO ANY RESPONSIBILITIES OF THE APPLICABLE PLATFORM PROVIDER ARE SET FORTH IN THEIR APPLICABLE USAGE RULES. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM THE COMPANY AND FROM CARELYX REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless Carelyx, including Carelyx Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the App and/or Content and/or the Company Services; (ii) your violation of any of these Terms or applicable law; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the App and/or Content and/or the Company Services; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the App and/or Content and/or the Company Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
You agree to comply with all applicable import, export, and re-export control laws and restrictions, including but not limited to those of the European Union and its member states, the U.S. Department of Commerce Export Administration Regulations (“EAR“) and economic sanctions maintained by the U.S. Office of Foreign Assets Control (“OFAC“), the state of Israel, and the International Traffic in Arms Regulations (“ITAR“), and will not use the services to cause a violation of such laws or regulations. Further, you represent and warrant that you are not located in any government list of prohibited or restricted parties, or otherwise subject to equivalent restrictions, as specified in the laws and regulations listed above or in your country's laws. You may not download or use the App and/or the Company Services if you are located in a country or region subject to U.S., E.U. or Israel government embargo (including Cuba, Iran, Lebanon, Syria, and Russia) unless that use is authorized by the United States and other relevant authorities.
We may, at our sole discretion, change these Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the App or to send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our App or sent via e-mail, whichever is earlier. Otherwise, all other Changes to these Terms are effective as of the stated “Last Revised“ date and your continued use of the App thereafter will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
These Terms shall remain in effect until terminated as set forth herein. Your failure to comply herewith shall terminate your license and these Terms. In the event of your failure to comply herewith, Carelyx may immediately temporarily or permanently limit, suspend or terminate your Account. If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Company Services, you may terminate these Terms at any time by uninstalling our App and/or stopping your use of the App and this will be your sole remedy in such circumstances. In such circumstance and upon termination of these Terms in the event of your failure to comply herewith: (i) the license and all other rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Company Services, delete and destroy all copies of the App in your possession or control and so certify to Carelyx if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
Additionally, at any time, Carelyx may without notice discontinue your use of the App, at its sole discretion, in addition to any other remedies that may be available to Carelyx under applicable law. Additionally, Carelyx may at any time, at its sole discretion, cease the operation of the App or any part thereof (temporarily or permanently), delete, correct, amend, enhance, improve or modify any information or Content or make any other changes, all without prior notice. You agree and acknowledge that Carelyx does not assume any responsibility with respect to, or in connection with the termination of the App's operation and loss of any data.
Please note that failure to comply with any of use restrictions set forth in these Terms may result (at the Company's sole discretion) in the termination of your use of the App and may also expose you to civil and/or criminal liability.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the App or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the App will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, the Company may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by the Company, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
If you have any questions (or comments) concerning the Terms or if you need any support regarding our Company Services, you are most welcome to send us an email to info@carelyx.com and we will make an effort to reply within a reasonable timeframe.