1. ACCEPTANCE OF TERMS
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on the App. You should check our Services periodically and review changes to the Terms . Unless stated otherwise in a written agreement between you and EarlySense, EarlySense may at its discretion, at any time, change the license fees for the Services (the "Fees"), under any payment conditions as it deems fit. Such changes shall apply only to payments made after the change is made. If EarlySense will unilaterally change the Fees and you decide to stop using the Services, your license shall be automatically terminated with immediate effect and without any requirement on EarlySense to provide a notice or a remedy period. By continuing to use the Service following such modifications, you agree to be bound by such modifications. If you do not agree to the provisions of these Terms, your only remedy is to discontinue your use of the Services and to cancel any accounts you have created using the Service.
2. LIMITED LICENSE TO ACCESS THE SERVICES
Subject to the terms and conditions set forth herein (including, without limitation, payment of applicable Fees), EarlySense hereby grants to you, and you hereby accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make personal non-commercial use of the Services solely for entertainment and leisure purposes, only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof.
3. LIMITATIONS ON USE
You undertake to use the Services solely for your own personal use for lawful non-commercial purposes only and for no other purpose whatsoever. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or any of your rights under these Terms with/to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Services and/or the EarlySense IPR (as defined below); (iii) refer to the Services by use of framing and/or deep-linking; (iv) make use of the Services in any jurisdiction where same are illegal or which would subject EarlySense or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) access the Services through or use with the Services any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of this Services; (viii) distribute, publish, send, or facilitate the sending of any advertisements, spam, inappropriate, inaccurate, misleading, fraudulent, libelous, defamatory, offensive, threatening, abusive or otherwise illegal content or content which infringes Intellectual Property Rights (as defined below) of third parties or their right for privacy; (ix) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (x) create false personas, multiple identities, multiple user accounts, set up an account on behalf of someone other than yourself, harass, stalk or threaten any user; (xi) attempt to obtain passwords or other private information from other users including personally identifiable information in any form or manner whatsoever, including, without limitation, identification documents, or financial information; (xii) attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; (xiii) develop, distribute, use, or publicly inform any third party of any script, application, code, error or bug, which may provide access to features or parts of the Services or any advantage or feature not as intended by EarlySense, including, without limitation, "auto" programs, "macro" programs or any other "cheat utility"; (xiv) access or use an account which has been rented, leased, sold, traded or otherwise transferred from the account creator without EarlySense' prior written permission; (xv) engage in any fraudulent activity, including, without limitation, in respect of payment methods or advertiser tracking mechanisms; (xvi) interfere with the ability of others to use the Services, including, without limitation, by disrupting, overburdening or aiding the disruption or overburdening of the servers of the Services, or taking actions that interfere with or materially increase the cost to provide the Services to all its users; (xvii) download or otherwise export or re-export the Services or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.
You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
4. YOUR ACCOUNT
During the process of creating an account to access the Services, you will be required to select a username and password, and in addition you may voluntarily fill out additional details, such as gender, age, and other personal information. You are solely responsible for any actions performed in the Services under your user name and password. Keeping your password safe is your sole responsibility. If you have any reasons to suspect that your password was discovered by any third party or that there was an unauthorized access to your account you will immediately notify EarlySense and modify your Login Information. An EarlySense employee will never (other than password reset via e-mail if requested by you) ask you for your password in any way and will not initiate contact with you asking for answers to your password security questions.
5. OWNERSHIP OF PROPRIETARY RIGHTS
All the Intellectual Property Rights (as defined below) evidenced by or embodied in and/or attached/connected/related to the Services, including without limitation any underlying software, platforms, algorithms, technology, application and website design, any information, services, texts, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, application "look and feel", features and related content that may be created in connection with the use of or registration to the Services, any modifications, enhancements, derivatives thereof and all Intellectual Property Rights related thereto ("EarlySense IPR") are the property of EarlySense and/or its respective affiliates and/or EarlySense's information providers, advertisers and other licensors, which retain all right, title and interest in connection therewith.
Other than the limited license set forth in Section 2 above, no transfer or grant of any rights is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the EarlySense IPR or otherwise.
"Intellectual Property Rights" means worldwide (a) rights associated with works of authorship, designs and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights whether or not registered; (c) patents, patent applications and industrial designs; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
6. USER WARRANTIES AND REPRESENTATIONS
You represent and warrant to EarlySense that: (a) you will comply with all applicable laws, regulations, statutes, ordinances and with the terms and policies of any and all third party service providers approved by EarlySense, whose services interface with the Services; (b) you are not located in, under the control of, or a national or resident of any of the countries or entities referred to in section 3(xvii) above and/or any country or entity 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 are not listed on any U.S. Government list of prohibited or restricted parties; (c) you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services. You accept full responsibility for any unauthorized use of the Services.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE EARLYSENSE IPR SHALL BE AT YOUR SOLE RISK. THE SERVICES, INCLUDING, WITHOUT LIMITATION, EARLYSENSE IPR ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EARLYSENSE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
EARLYSENSE DOES NOT WARRANT THAT THE EARLYSENSE IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
EARLYSENSE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE EARLYSENSE IPR OR SERVICES IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE ARE NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE EARLYSENSE IPR.
THE SERVICES ARE NOT PROVIDED BT A MEDICAL ORGANIZATION, AND YOU SHOULD NOT RELY ON THIS GUIDANCE AND INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. THE USE OF ANY INFORMATION OR PROGRAMS PROVIDED ON THE SERVICES IS SOLELY AT YOUR OWN RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL EARLYSENSE AND/OR ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER, TO YOUR USE OF THE SERVICES AND/OR THE EARLYSENSE IPR, OR RELIANCE ON ANY OF SERVICES AND/OR THE EARLYSENSE IPR, OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY EARLYSENSE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold EarlySense and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, agents, licensors and suppliers harmless from and against any and all losses, expenses, liabilities, costs, claims, demands, damages (including reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) any use of your account and/or your use of the Services; (ii) your violation of any third party right, including, without limitation, any copyright, property, or privacy right, and including any third party claim in respect of the Submitted Materials; (iii) any breach of these Terms.
11. THIRD PARTY'S CONTENT
Some of the content and materials available through the Services may be provided by third parties. No reference made in the Services to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of EarlySense, constitute or imply an endorsement, recommendation or favoring by EarlySense.
Any opinions, advice, statements, content, services, offers or other information expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of EarlySense and EarlySense does not endorse, promote, solicit or recommend them in any way. EarlySense makes no warranties or representations as to, and shall have no liability for, any of the foregoing.
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or EarlySense IPR immediately (including, without limitation, the license set forth in Section 2 above), at our sole discretion and without notice. Upon termination, you shall immediately cease using the Services and/or the EarlySense IPR, pay EarlySense any applicable fees and payments (if any) due as of termination and the following Sections shall survive: 1, 3-5, 7-15.
Without derogating from any other right and remedy provided to EarlySense under law and/or these Terms, EarlySense reserves the right to limit or revoke your license and access to and/or use of the Services and/or the EarlySense IPR in its sole discretion, at any time, and for any reason, including, but not limited to technical difficulties or violation of these Terms. If you have more than one account, EarlySense may terminate all of your accounts. If your license to use the Services expires or is terminated, EarlySense may, without notice, delete or deny you access to any of the EarlySense IPR and/or Services or meta data that may remain in its possession or control.
(i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel-Aviv. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that EarlySense has the right, at any time and for any reason, to redesign or modify the EarlySense IPR and other elements of the Services or any part thereof; (iv) this is the entire agreement between you and EarlySense regarding the subject matter herein; (v) EarlySense may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations thereunder, to any third party without the prior written consent of EarlySense. Any unauthorized assignment will be void and of no force or effect; (vi) nothing in these Terms shall be considered as granting any rights to third parties towards EarlySense; (vii) the failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) any cause of action arising out of or related to the service must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: firstname.lastname@example.org.
Last updated March 2016