End User License Agreement
Acceptance of Agreement
This End User License Agreement (“Agreement”) you are reading is a legally binding agreement between Healables Ltd. (“Healables”, “We” or “Us”) and yourself (“You”).
By checking “I agree”, you acknowledge that you have read this Agreement, understand it, and agree to be bound by it.
If you are unwilling to accept all of the terms of this Agreement, you should not check the “I agree” checkbox and you should not download or use the Application.
You declare that by acceptance of this Agreement and/or by using the Healables mobile application and software (“Application” and “Software”) you are of legal age to form a binding contract with Healables or under the strict and continuous supervision of a parent or any other qualified legal guardian, and in any case, at least 18 years of age. You may not use the Application and may not accept this Agreement if you are a person barred from receiving the services provided through the Application under the laws of the country in which you are resident or from which you use the Application.
Healables may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Application (“Updates”).
From time to time updates to our Software may be issued for example through iOS® and/or Android®. Depending on the update, you may not be able to use the Application until you have downloaded the latest version of the software and accepted any new terms.
Healables may make modifications, additions and upgrades to our Software including Application, firmware and webapps, as it deems necessary. The terms of this Agreement will apply to any updates that Healables may make available to you unless the update is accompanied by a separate license, in which case the terms of that license will govern. You agree that updates may require you to change or update your application, and may affect your ability to use, access or interact with the Application.
Your continued use of the Application after a change or modification of this Agreement has been made, will constitute your acceptance of the revised Agreement. If you do not agree to the Agreement, your only remedy is to discontinue your use of the Application and to cancel any “Account(s)” (as such term is defined below) you have created for use of the Application.
If you violate the Agreement, Healables reserves the right to issue you a warning regarding the violation or to immediately terminate or suspend all or part of the Accounts you have created for using the Application. You agree that Healables does not need to provide you notice before terminating or suspending your Account(s), but it may provide such notice in its sole discretion
Description of the Product(s)
Healables provides a product which may include one or more of the following components; a smart phone, sensor watch, electroceutical device, smart textiles, firmware, webapp and a mobile device application (“Product(s)”) which may a downloadable application for iOS® and Android® from an online application store or other location. The Application may enable its users to operate the Healables electroceutical and behavioral health coach (“Application Purpose”).
Access to the Healables Product(s) may be currently free of charge. Healables may, at its sole discretion, change this policy and begin charging for access to the Application, Product(s), and other features and services, and Healables may, at its sole discretion, add, remove or change the features and services it offers or the fees (including the amount or the type of fees) Healables charges at any time. Healables is not responsible for any charges or expenses you incur, resulting from being billed by Healables in accordance with this Agreement (including, inter alia, clearing and other payment services).
Healables reserves the right, at any time, to modify, suspend or discontinue the Product(s) or any part thereof with or without notice. You agree that Healables will not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or any part thereof.
Healables is not obligated to provide any maintenance, technical or other support for the Product(s).
Limitations of Product(s) Software
YOU ACKNOWLEDGE THAT THE PRODUCTS AND PRODUCT SOFTWARE ARE NOT CERTIFIED FOR MEDICAL PURPOSES. YOU UNDERSTAND THAT THE PRODUCTS AND PRODUCT SOFTWARE ARE NOT A MEDICAL DEVICE. ALTHOUGH HEALABLES MAY MONITOR YOUR USAGE RESULTS AND NOTIFICATIONS HEALABLES WILL NOT DISPATCH MEDICAL ASSISTANCE TO YOUR HOME. IN ADDITION, HEALABLES CUSTOMER CARE AND SUPPORT CONTACTS CANNOT BE CONSIDERED A SUBSTITUTE FOR EMERGENCY SERVICES. ALL MEDICAL EVENTS SHOULD BE DIRECTED TO THE APPROPRIATE RESPONSE SERVICES.
Unless explicitly promising a “guarantee,” Healables does not guarantee or promise any specific level of medical or other monetary benefit from the use of the Products or Product Software or any feature of them. Actual health and monetary benefits vary with factors beyond Healables’ control or knowledge.
License Grant to Use the Product(s)
Healables hereby grants you a personal, non-exclusive, non-transferable and non-sublicensable revocable license, which is time-limited to the term of this Agreement, to use the Product(s) and/or install the Application on one (1) mobile device, for your internal and personal and/or commercial use of the Application, for the Application Purpose. The Product(s) including Application is licensed, not sold, to you for use only under the terms of this Agreement. Healables reserves all rights not expressly granted to you.
You shall not reverse engineer the product in any way or make any copies of the Software, firmware or Application and are expressly prohibited from providing the Application or any portion thereof, or access thereto, to any third party, except as otherwise agreed to by Healables in writing.
You shall not remove or destroy any copyright or restricted rights notices: (a) affixed to any media containing the Application; or (b) incorporated within the Application. You shall not reproduce any such copyright or restricted rights notices in any copy of the Application created by you.
The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Product(s) and Application; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Product(s) or Application; (iii) you agree not to access the Product(s) or Application in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Product(s) or Application may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Application, or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the Application or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) the Application by means other than through the interface that is provided by Healables; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Application. Any future release, update or other addition to functionality of the Application shall be subject to the then in effect terms of this Agreement.
You hereby acknowledge that your right to use the Application is limited by this Agreement, and, if you violate or if, at any point, you do not agree to any of the terms contained in this Agreement, your right to use the Application shall immediately terminate, and you shall immediately refrain from using the Application. If the Product(s) or Application or any part thereof is determined to be illegal under the laws of the country in which you are situated, you shall not be granted any right to use the Application, and must refrain from using the Application.
Access to the Product(s) and Application
It is your responsibility to ensure your mobile device meets all the necessary technical specifications to enable you to access and use the Application. Healables may at times provide you with the equipment to access and/or use our Application. You are responsible for all fees charged by third parties related to your access and use of the Application (e.g., charges by internet service providers).
The Application is currently to be used on devices that operate with iOS® and/or Android®.
Healables cannot guarantee that the Product(s) and Application will always function without disruptions, delay or errors. A number of factors may impact the quality of your communications and use of the Application, and may result in the failure of your communications, including, without limitation, your local network, firewall, your internet service provider, the public internet and your power supply. Healables takes no responsibility for any disruption, interruption or delay caused by any failure of, or inadequacy in any of these items or any other items over which we have no control, including, but not limited to, failures or delays resulting from labor disputes, strikes, lockouts, war, terrorism, riot, or acts of God.
Healables cares about the integrity and security of your personal information. We endeavor to implement appropriate security measures. However, Healables cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Although the Application is accessible worldwide, they may not be available to all persons or in all countries. If you choose to access the Application from outside a country in which Healables supports the Application (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Application is not designed for use in a non-Target Country and that some, or all, of the features of the Application may not work or be appropriate for use in such a country. To the extent permissible by law, Healables accepts no responsibility or liability for any damage or loss caused by your access or use of the Application in a non-Target Country. Nevertheless, You will be bound by this Agreement wherever you access or use the Application.
Registration and Account Information
In order to use the Application, you shall be required to register or create an account (“Account”). When creating your account, you must provide accurate and complete information.
During the process of creating the Account, you shall be required to select a password (“Login Information”). The following rules govern the security of your Account and Login Information. For the purposes of this Agreement, references to Account and Login Information shall include any Account and Account information, including user names, passwords or security questions, whether or not created for the purpose of using the Application, that are used to access the Application:
You shall not share your Account or Login Information, nor let anyone else access your Account, or do anything else that might jeopardize the security of your Account;
In the event you become aware of, or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Account, you must immediately notify Healables and modify your Login Information;
You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you;
You are responsible for anything that happens through your Account, whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties. You therefore acknowledge that your Account may be terminated if someone else uses it to engage in any activity that violates this Agreement, or is otherwise improper or illegal;
You undertake to monitor your Account and restrict use by any individual barred from accepting this Agreement and/or receiving the Application, under the provisions listed herein or any applicable law. You shall accept full responsibility for any unauthorized use of the Application by any of the above mentioned;
Healables reserves the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to claims by a third party that a username violates such third party’s rights.
You hereby acknowledge and agree that upon activation of the Application, Healables will receive your location data and will be able to update your location using the coordinates sent via your mobile device.
You agree that you will supply accurate and complete information to us, and that you will update that information promptly after it changes. You represent and warrant that you have full right and authority to provide Healables with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law).
Healables may refuse access to the Application or may suspend or terminate your Account without notice, for any reason, including, but not limited to, a suspected violation of this Agreement, illegal or improper use of your Account, or illegal or improper use of the Application or Healables’ intellectual property as determined by Healables in its sole discretion. You may lose your user-name as a result of Account termination or suspension, without responsibility on the part of Healables for any damage that may result from the foregoing. If you have more than one Account, Healables may suspend or terminate all of your Accounts.
If your Account is terminated, suspended and/or if any benefits are selectively removed or revoked from your Account, no refund will be granted, no benefits will be credited to you or converted to cash or other forms of reimbursement, and you will have no further access to your Account or benefits associated with your Account or such particular Service.
You acknowledge that Healables is not required to provide you notice before suspending or terminating your Account or selectively removing or revoking benefits associated with your Account. In the event that Healables terminates your Account, you may not participate nor make use of the Application again without Healables’ express consent. Healables reserves the right to refuse to keep Accounts for, and provide access to the Application to any individual. You may not allow individuals whose Accounts have been terminated by us to use your Account. If you believe that any action has been taken against your Account in error, please contact us at: firstname.lastname@example.org.
You are solely responsible to preserve the originals of any content you provide and/or upload to the Application. Healables does not guarantee that any content will always be available through the Application. Do not rely upon the Application as a storage space for such content.
Rules of Conduct and Usage
You represent and warrant that you have full right and authority to use the Product(s) and Application and to be bound by this Agreement. You agree that you will comply fully with this Agreement and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of such Application. Without limiting the foregoing and in recognition of the global nature of the internet, you agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of persons.
You undertake that you shall not defraud, or attempt to defraud, Healables or other users, and that you shall not act in bad faith in your use of the Application. If Healables determines that you have acted in bad faith and/or in violation of this Agreement, or if Healables determines that your actions fall outside of reasonable standards, Healables may, at its sole discretion, terminate your Account and prohibit you from using the Application. In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall not:
Create an Account with or access the Application, if you are barred from receiving the Application under the provisions of this Agreement or any applicable law;
Upload, post, transmit or otherwise disseminate any material that is vulgar, indecent, obscene, pornographic, sexual or that is, in a reasonable person’s view, otherwise offensive or objectionable;
Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, or abuse anyone, hatefully, racially, ethnically or in any other manner;
Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except if expressly authorized by Healables or by applicable statutory law), modify or alter any part of the Application;
Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Application or the mobile phones of other users of the Application;
Violate the contractual, personal, intellectual property or other rights of any party, including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Application in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
Create false personas, multiple identities, multiple user Accounts, set up an Account on behalf of someone other than yourself, use bots or other automated software programs to defraud or which otherwise violate this Agreement and/or the Agreement of service of any third-party applications;
Attempt to obtain passwords or other private information from other members including, personally identifiable information (whether in text, image or video form), identification documents, or financial information;
Improperly use support channels or complaint buttons to make false reports to Healables;
Make representations with respect to Healables not approved in advance and in writing by Healables. You shall obtain Healables’ prior written approval to the content of any marketing message, and with respect to any use of Healables’ trade name and/or trademarks and/or designs in connection with the Application;
Rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without Healables’ prior written consent;
Access or use an Account which has been rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the Account creator without Healables prior written consent;
Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;
Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Application; and/or
Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Application.
Intellectual Property Ownership
Healables, its affiliates and/or licensors retain all rights in the Application (including, but not limited to, hardware, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, the “Product and Application Materials”). The entire contents of the Application are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause or permit any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Application pursuant to this Agreement or otherwise exploit any of the Application Materials without Healables’ explicit, prior written consent. All other uses of copyrighted or trade mark material, including any derivative use, require explicit, prior written consent from Healables.
Healables, its affiliates and/or its licensors own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Application Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Application or by accessing any of the Application Materials, or rights to any derivative works thereof.
You are not required to provide Healables with any feedback or suggestions regarding the Application or any of the Application Materials. However, should you provide Healables with comments or suggestions for the modification, correction, improvement or enhancement of the Application and/or any of the Application Materials, then, subject to the terms of this Agreement, you hereby grant Healables a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Healables chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Healables’ products and content embodying such comments or suggestions in any manner and via any media Healables chooses, but without reference to the source of such comments or suggestions.
You acknowledge that the Application contains valuable trade secrets and proprietary information of Healables, that any actual or threatened breach of this EULA will constitute immediate, irreparable harm to Healables for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
Disclaimer of Warranty; Limitation of Liability; Indemnification
The Product(s) and Application are provided on an “AS IS” and “AS AVAILABLE” basis. You are solely responsible for any and all acts or omissions taken or made in reliance on the Application. To the fullest extent permitted by law, Healables, its officers, directors, employees, licensors and agents disclaim all warranties, explicit or implied, in connection with the Application and your use thereof including without limitation implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness.
Healables assumes no liability or responsibility for any:
Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content;
Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Application;
Any unauthorized access to or use of Healables’ servers and/or any and all personal information and/or financial information stored therein;
Any interruption or cessation of transmission to or from the Application;
Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Application by any third party;
Any results that may be obtained from the use of the Application;
The quality of any information, or other material obtained by you through the Application;
Any content which is published, displayed and/or suggested through the Application, its integrity, accuracy and/or reliability; or
Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Application.
Without derogating from the abovementioned, in no event will Healables, its directors, officers, agents, contractors, partners, licensors, consultants and/or employees, be liable to you or any third person for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including any lost profits or lost data arising from your use of the Product(s) and Application or other materials on, accessed through or downloaded from the Application, whether based on warranty, contract, tort, or any other legal theory, and whether or not Healables has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that Healables shall not be liable for any user submissions and/or defamatory, offensive and/or illegal conduct by any third party, and that the risk of harm or damage from and/or associated with the foregoing rests entirely with you. Without derogating from the aforementioned, in any event Healables’ maximum liability in all cases and from all causes of action shall be limited to the sum of US $100. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. Healables disclaims all liability of any kind of Healables’ licensors and suppliers.
You agree to indemnify and hold Healables, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any of the following:
Your use of, and access to the Application;
Your violation of any term of this Agreement;
Your violation of any third party right, including without limitation any copyright, property, or privacy right;
Any claim that any user submission made by you has caused damage to a third party.
Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, then the limitations included in this section shall be interpreted to the maximum extent permitted under applicable law.
Healables - provided interface to Third-Party Products and Services.
Certain materials may be displayed or performed on the Services (including, but not limited to, text, graphics, articles, photographs, video, images and illustrations (“Content”)). The Content also includes information that you and other users provide us with in the course of using the Services (collectively, “User Submissions”), which we may use to provide, maintain and improve the Services. Some Content may be visible to others (for example, the Services allows you to upload, post or otherwise share video content). You may also post feedback, comments, questions or other information on the Sites. You are solely responsible for all Content that you upload, post, email, transmit or otherwise disseminate using, or in connection with, the Services, or that you contribute in any manner to the Services; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you license to Healables all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. Healables reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.
Notices to you may be made via the Application and/or e-mail. Healables may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Application. You agree that all agreements, notices, disclosures and any other communications that Healables provides as aforementioned satisfy any legal requirement that such communications be in writing. Any and all e-mail notices sent to you will constitute sufficient and effective delivery and notice to you, whether or not you access or review the notice and shall be deemed to have been delivered to you, whether actually received by you or not.
The parties are independent contractors.
The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA.
Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is in writing hand-signed by the parties.
By using the Application, you agree that the laws of the State of Israel, without regard to principles of conflict of laws and regardless of your location, will govern this Agreement and any dispute of any sort that might arise between you and Healables. You expressly agree that the 1980 - United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any claim or dispute between you and Healables that arises in whole or in part from your use of the Application shall be decided exclusively by a court of competent jurisdiction located in Tel Aviv, Israel, to the exclusion of any other courts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-convenient with respect to venue and jurisdiction in the courts of Tel Aviv, Israel.
Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out of or related to the Application must be commenced by you within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
All waivers by Healables will be effective only if in writing. The failure by Healables to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
If, for any reason, a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect.
This Agreement constitutes the complete and exclusive agreement between Healables and you regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter.
For any questions about this Agreement or any other issue regarding Healables or the Application, please contact us at: email@example.com . 972 2 376 3760 הילהבולז בע”מ
USA: +1 561 467 7709 | UK: +44 204 538 4900.