Biobeat Terms of Use

These TERMS OF USE (the “Terms”) form a binding legal agreement between you (including, if applicable, any legal entity which you represent or act for) (“you”) and BioBeat Technologies Ltd. (“us”, “we”, “our”, “BioBeat” or “Company”) and sets forth the terms and conditions governing your access to, and use of, any of our proprietary devices (each, a “Device”), mobile application (the “App”) and any services, applications, software, features, content and/or linked pages, offered from time to time by Company in connection therewith (the “Services” and together with any Device and the App, collectively, the “Technology Offering”), as shall be further detailed below. Please read these Terms carefully before using the Device, App or the Services. By accessing or using any component of the Technology Offering, by clicking “I accept” or by installing or downloading the App on your mobile device, you agree to be bound by these Terms, as may be amended by us from time to time. If you do not agree to these Terms, please refrain from using the Device, App and Services.

We may revise these Terms at any time. All such revisions shall take effect immediately upon posting of the updated Terms on the App and/or on the Company’s website, unless otherwise stated. You should periodically check these Terms for updates. Any use by you of the Technology Offering, whether in whole or in party after the effective date of any changes, will constitute your acceptance of such changes.

If you are under the age of 18, you may not use any of our Devices, Apps or Services, nor may you agree to these Terms.

What We Do

BioBeat has developed and offers a proprietary series of Devices and an interconnected App, all of which operate and integrate with a platform that collects and measures numerous diagnostic data signs in real time, which information is shared with third party medical providers, including but not limited to clinics, insurance providers, pharmaceutical companies, hospitals or other healthcare professionals as part of the relevant Services.

In connection with your use of the Technology Offering, you acknowledge and agree that the information we collect from your Device may be used in conjunction with certain proprietary methodologies for our analysis, processing and transmission. The collection, aggregation and analysis of such information will enable the Company and approved third party medical providers to offer users of our App and Services (“Users”) further healthcare services with respect to such information. An explanation regarding the information that we collect from you appears in our Privacy Policy.

Our App includes information videos, text, logos, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, “look and feel”, algorithms, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the App (collectively, “Our Content”). All rights in and to Our Content made available on the App are reserved to and for the sole benefit of the Company.

License

BioBeat hereby grants you a limited non-exclusive license to use and access the Technology Offering, all subject to the terms and conditions set forth in these Terms. As and when you cease using a Device, the App or any Services for any reason, your license therefor shall automatically terminate. Our Technology Offering is protected by copyright and other intellectual property laws and treaties. The Technology Offering is licensed, not sold.

Registration and User Account

You may be required to create an account in order to use the Services (the “Account”). In that case, registration can be carried out by completing the registration process in the App.

Your Account is personal and may be used only by you. Any registration is solely for you and you may only use one single Account. You may not use the accounts of others, or allow others to use your Account, and you are solely responsible for preventing such unauthorized use of your Account.

By creating an Account you hereby agree: (i) that the information you provide to create your Account is accurate and complete, (ii) to always provide current, accurate and complete information about yourself, (iii) to promptly update your information with us, and (iv) that the information you provide is your own or you are providing it on behalf of someone who authorized you to provide his/her personal information prior to such individual beginning to use the Technology Offering.

You hereby acknowledge and agree that we rely on the user ID and password (the “Account Credentials”) to confirm whether Users accessing and using our App or Services are authorized to do so.

Maintaining the confidentiality of your Account Credentials is solely your responsibility, and you are solely responsible for any activity performed by any use of your Account Credentials. Please notify us immediately at support@biobeat.com if you become aware that your Account is being used without authorization or of any other breach of security.

If you wish to either change your Account Credentials, or cancel and remove your Account, please send us an e-mail with your request to support@bio-beat.com. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account (see further details with respect thereto in the Privacy Policy).

Use Restrictions

You acknowledge and agree that you may not nor shall you permit others to: (a) make available or use the Technology Offerings for the benefit of any third party that is not an authorized user; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Technology Offering, or otherwise exploit the Technology Offering for any commercial purposes; (c) use any Services, or any Third Party Services (as defined below), to store or transmit any illegal, immoral, unlawful and/or unauthorized materials or interfere with or violate a third party’s rights to privacy and other rights, or harvest or collect personally identifiable information about third parties without their express consent; (d) use the Technology Offering or any Third Party Services, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (e) interfere with or disrupt the integrity, performance or operation of the Technology Offering, or any component thereof; (f) attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Technology Offering; (g) use or take any direct or indirect action that imposes or circumvents any usage limits; or (h) copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble any portion of the Technology Offering, or any material that is subject to our proprietary rights or use any of the foregoing to create any device, software or service similar to the Technology Offering. Any breach of these Terms by you, as shall be determined by the Company in its sole discretion, may result in the immediate suspension or termination of your Account, with full reservation of all of our rights and remedies.

Third Party Services

We may offer you third party services as part of the Services (the “Third Party Services”). Your use of the Third Party Services is subject to such terms and conditions and specifications offered by each provider of the Third Party Services. You acknowledge that we are not the author, owner or licensor of any Third Party Services, nor are we responsible for or endorse any Third Party Services. We shall facilitate the provisioning of any Third Party Services “as is” and make no representation or warranty with respect to them. Your sole recourse in the event of any dis-satisfaction with any Third Party Services is to stop using such Third Party Services.

Termination or Suspension

If you wish to terminate your engagement with us you may do so at any time for any reason or without reason by ceasing use the Technology Offering and by deleting your Account. Deleting your Account can only be done by sending an email directly to support@bio-beat.com with a specific request which will require us to authenticate the request. Thereafter you shall not be able to use your Account and any of the Services until you renew your registration to the App.

Deleting your Account may cause the loss of certain information and data, including User Content, and/or the capacity of your Account. We do not accept any liability for such loss.

We may also terminate, limit or suspend your access to the Technology Offering at any time, with or without cause, and with or without prior notice, effective immediately. Such termination may result in the destruction of all information and data associated with your use of the Technology Offering under these Terms.

Upon any such termination, all rights granted to you hereunder will automatically terminate, and you must immediately cease all use of the Technology Offering. All Sections of these Terms which by their nature are meant to survive, shall survive termination of these Terms.

No Medical Advice

The Technology Offering, whether in whole or in part, are not intended to be used or viewed as providing medical advice, or as a substitute for consultation with a qualified healthcare provider. You are advised to ALWAYS SEEK THE ADVICE OF YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION AND BEFORE STARTING ANY NEW TREATMENT OR ALTERING YOUR EXISTING TREATMENT. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU READ OR LEARNED FROM THE TECHNOLOGY OFFERING.

We assume no liability or responsibility for damage or injury to persons or property arising from any use of the Technology Offering.

You further acknowledge that certain services provided through the App and Services, including any notifications, depend on information that you input into the App. We do not recommend or endorse any drug or product, and notifications are not guidance regarding dosing information. The provision of notifications, reminders or alerts with respect to any drug or product is not a recommendation or endorsement. The absence of a notification, reminder, warning and/or alert does not, and should not, be construed to indicate that any activities, food, drugs or other health recommendations are appropriate or effective.

Data Collection

In addition to the diagnostic data that is collected via your use of the Technology Offering, we reserve the right to collect usage and technical data that is gathered to improve BioBeat products and services, and to facilitate the provision of updates, product support and other services related to the Technology Offering. Without limiting the foregoing, we together with our partners, licensees and third-party developers may provide certain services that rely upon location information, such as your Device’s GPS signal or information about nearby WI-FI access points and cell towers. We will only collect such data with your consent.

Disclaimer

THE TECHNOLOGY OFFERING IS PROVIDED ON AN “AS IS” BASIS. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TECHNOLOGY OFFERING, INCLUDING ANY WARRANTIES OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO, AND DISCLAIM ANY, WARRANTY THAT THE DEVICE, APP AND/OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO, AND DISCLAIM ANY, WARRANTY REGARDING THE QUALITY OF THE DEVICE, APP AND SERVICES, OR TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY THEREOF. THE ABOVE SHALL ALSO APPLY TO ANY INFORMATION YOU MAY RECEIVE FROM US OR THROUGH US AT ANY TIME. YOU HEREBY RELEASE US FROM ANY DAMAGES, CLAIMS OR OTHER CAUSES OF ACTION RELATED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE DEVICE, APP, SERVICES OR OUR CONTENT.

WITHOUT LIMITING THE FOREGOING, WE FURTHER DISCLAIM ANY WARRANTIES THAT THE TECHNOLOGY OFFERING IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE TECHNOLOGY OFFERING IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE THEREOF. NO COMMUNICATION, INFORMATION OR ADVICE GIVEN BY US OR ANY REPRESENTATIVE OF OURS SHALL CREATE ANY WARRANTY. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE TECHNOLOGY OFFERING. WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY TRANSACTION OR ENGAGEMENT BETWEEN YOU AND ANY THIRD PARTY OR FOR ANY INFORMATION PROVIDED BY YOU AND/OR ANY THIRD PARTY.

YOU HEREBY EXPRESSLY AGREE THAT WE SHALL HAVE THE RIGHT, AT ANY TIME AND AT OUR SOLE DISCRETION, TO TAKE ANY ACTION TO MONITOR ANY INTERACTION OR ENGAGEMENT RESULTING FROM THE USE OF THE DEVICE, APP AND/OR SERVICES BY YOU AND ANY THIRD PARTY. TO THE FULL EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE US FROM ANY CLAIMS AND/OR LIABILITY RELATING IN ANY WAY THERETO.

Indemnity

You shall defend, indemnify, and hold harmless Company, its affiliates and each of its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including, without limitation, reasonable attorney’s fees, that arise from or relate to (i) your access, use or misuse of the Technology Offering, including, without limitation, with respect to your User Content and any other information you submit, post or transmit through the App and/or the Services, (ii) your violation of these Terms or any applicable law, contract, policy, regulation or other obligation, or (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Technology Offering and/or Our Content. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and fully cooperate with Company in connection therewith.

Intellectual Property

Subject to the limited rights expressly granted hereunder, we and our licensors and third-party providers, as may be applicable, reserve all rights, title and interest in and to the Technology Offering and Our Content, including all related intellectual property rights therein. No rights are granted to you hereunder other than as expressly set forth herein. Nothing in the Terms constitutes a waiver of the Company’s intellectual property rights under any law. Without limiting the generality of the foregoing, Biobeat retains all rights, title and interest, including without limitation design rights, patents, copyrights, trade secrets, trademarks, and any other intellectual property rights (whether or not registerable) in and to the Technology Offering (including without limitation any improvements, updates, upgrades, error- corrections or other modifications thereto, and any derivative work based thereon, regardless of their creator). It is clarified that no source code or license to use source code is provided hereunder. Except for the rights expressly granted to the User hereunder, these Terms do not grant the User any rights or licenses by implication or otherwise with respect to any of Biobeat’s intellectual property.

Any goodwill derived through the use of the Company’s intellectual property rights pursuant to the terms of this Agreement shall inure solely to the benefit of the Company and its licensors. The structure, organization and code of the Device and/or the App are the valuable trade secrets and confidential information of the Company. You shall not remove any product identification, copyright notices or proprietary restrictions from the Device and/or the App.

Support & Maintenance

Technical support for the Device and/or the App will be free during your use of same, and if you need assistance with either the Device or the App, please contact your healthcare provider that supplied you with Device/App. We reserve the right at any time to discontinue, cancel, or modify the technical support provided.

From time to time updates to the Technology Offering may be supplied by the Company. Depending on the update, you may not be able to use the Device and/or the App until you have downloaded the latest version and accepted any new terms that may apply. To download and use any upgrade, you must first be licensed to use the original Device/App identified by the Company as eligible for the upgrade. After upgrading, you may no longer use the original Device/App that formed the basis for your upgrade eligibility and the upgraded software shall be deemed the Device/App licensed hereunder; provided, that, the foregoing shall not apply to German users to the extent prohibited by applicable copyright laws in Germany. In case of a conflict between this Agreement and other terms provided with respect to updates or upgrades, such other terms will prevail. This Section will not require the Company to deliver new features and functionality which are priced separately by the Company nor any future products which may be offered by the Company.

The foregoing terms shall be in addition to the Company’s then-applicable limited product warranty.

Export Compliance

You shall comply with all applicable laws and regulations of the United States and other countries (“Export Laws”) to ensure that the Device/App is not (1) exported, directly or indirectly, by you in violation of Export Laws; or (2) used by you for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You also agree that you are not on the United States list of Specially Designated Nationals Denied Persons List, Unverified List Debarred Party List or Entity List, as these lists, regulations and laws may be amended from time to time, which lists are currently consolidated at http://export.gov/ecr/eg_main_023148.asp You further agree that you will not use the Device/App for any purpose prohibited under applicable law.

App Usage Rules

If you are downloading the App from a third-party platform, service provider or distributor (“Provider”), your use of the App may also be governed by usage rules which the Provider may have established, and which relate to your use of the App (“Usage Rules”). It is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all Usage Rules applicable to your use of the App and these are incorporated herein by reference.

Changes to the App

We reserve the right (but are not obligated) to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Technology Offering, automatically and without notice, at any time. You agree that your continued use of the Technology Offering following such modifications constitutes your acceptance of such modifications. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Technology Offering and/or Our Content included therein. If Company supplies to you any updates, upgrades and any new versions of the App according to its then current policies, it may include automatic updating or upgrading of the App with or without any additional notice to you and these 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, Company has no obligation to provide updates.

Alerts & Notifications

In connection with your use of the Technology offering, you may receive notifications, text messages, alerts or e-mails from us and/or from our third party suppliers. You hereby expressly agree to the receipt of such communications, although you may be able to control receipt of related communications from its account settings. You alone shall be responsible for any messaging or data fees that you incur from your wireless carrier as a result of your use of the App.

General Terms

These Terms do not create any partnership, employment, agency or other relationship not herein specifically and explicitly agreed. These Terms are not intended to, and shall not, be construed to give any third party any interest or rights (including, without limitation, any third party beneficiary rights) with respect to, or in connection with, any agreement or provision contained herein or contemplated hereby. We may assign this Agreement in whole or in part at any time without notice. You may not assign your rights under these Terms, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so shall be null and void. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Failure by us to enforce any provision of these Terms will not be considered a waiver of the right to enforce such provision. Our rights hereunder will survive any termination or expiration of these Terms. These Terms will be governed by the laws of Israel. You agree that the Tel Aviv District Courts will have exclusive jurisdiction over any dispute between you and us. However, you agree that we may seek equitable relief in any jurisdiction when appropriate. Unless a specific agreement is signed by and between you and us, these Terms constitute the entire and only agreement between you and us, and supersede all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter hereof. In any case that a specific agreement is signed by you and us, its provisions shall supersede the provisions of these Terms.

If you have questions regarding our Terms, please contact us at: info@bio-beat.com