, together with its affiliates and subsidiaries ("EntityMed"
, or "Company"
) welcomes you ("User"
, or "Your"
) to use the EntityMed’s proprietary products and services through our proprietary Software as a Service solution (i.e., web application provided in our website at www.entitymed.com “Site”
) and accessible through your devices, including without limitation, mobile devices, tablets and/or PCs (the “EntityMed App”
; the EntityMed App, the Site, and any other services provided to you by EntityMed, collectively, the “Services”
IMPORTANT - NO MEDICAL ADVICE BY ENTITYMED
1. Acceptance of the Terms.
2. The Services.
The Services provide to our Customer(s) (i.e., health services providers and other organizations) a technological platform for demonstrations endeavor to simulate the results of certain potential aesthetic procedures you may be interested in.
3. Information and Data.
3.1 Your Information.
3.2 Your Responsibility.
You understand and agree that you are solely responsible for any Information and the consequences of providing, and publishing such Information on the Services, in any way. You hereby warrant that the Information is true, current, accurate, and complete. EntityMed takes no responsibility and assumes no liability for any Information upload, posted, published, and made available by You or any third-party in the Services, or for any loss or damage thereto, nor is EntityMed liable for any mistakes, defamation, libel, falsehoods, obscenities or unethical content You or any other third party may encounter.
3.3 Ownership of Your Data.
You will retain exclusive ownership of your Information that will be stored on the EntityMed database. You acknowledge and accept that you will remain solely responsible and liable for your Information. EntityMed affirms that it will never share your Information with third parties (except the applicable Customer as part of the Services) and will limit its use solely as described and permitted under these Terms.
3.4 License to Your Information.
You hereby acknowledge and grant to EntityMed a limited, non-exclusive, and non-assignable license to use, store, upload, display and copy the Information for the purpose of providing you with the Services. In addition, You hereby grants EntityMed an irrevocable, perpetual, non-transferable, non-sublicensable, non-exclusive, royalty-free license and right to use, have used, create any derivative work, to any depersonalized anonymous or statistical data of the Information, or data which is derived or deducted by EntityMed from Your use of the Services pursuant hereto, and which does not identify You, for EntityMed’s analytics, research, development, and internal use, and including for the purpose of creating, improving, and providing the Services.
4. User Representations and Undertakings.
Your use of the Services (or any part thereof) is dependent on the fact that You hereby represent and warrant that: • You possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Services in accordance with these Terms, and to fully perform your obligations hereunder; • You possess the knowledge and judgment necessary to decide whether to use the Services or otherwise rely on any Information available therein; • You possess any and all consents required under any applicable laws, for the uploading, processing, transmitting and displaying any of the Information and you shall adhere to any laws applicable to you regarding such Information; • The execution of these Terms does not and will not violate any other agreement or obligation to which you are bound or any law, rule, regulation, order, or judgment to which You may be subject; • You acknowledge that you are solely responsible for complying with applicable laws or other obligation, including any ethical standards regarding Your use of the Service; and • You will not infringe or violate any of these Terms. • If You, access and use the Services, you represent and warrant that you are at least eighteen (18) years old. The Services are only intended for individuals aged eighteen (18) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.
5. Use Restrictions.
You may not, whether by Yourself or by anyone on Your behalf to (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Services or any of the information and resources about the Services, and any other information, in any way or publicly display, perform, or distribute them; (ii) make any use of the Services and/or Information on any other website or networked computer environment other than in the Services, for any purpose, or replicate or copy the said Services and Information without EntityMed's prior written consent; (iii) create a browser or border environment around the Services, or the Information, and any part thereof (no frames or inline linking); (iv) interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about Users of the Services without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (vi) transmit or otherwise make available in connection with our Services any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program 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; (vii) interfere with or disrupt the operation of our Services, or the servers or networks that host our Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Services and/or the Information; (ix) frame or mirror any part of the Services without EntityMed's prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Services and/or Information; (xi) forward any data generated from our Services without the prior written consent of EntityMed; or (xii use our Services for any illegal, immoral or unauthorized purpose; (xiii) capture, upload, display, convey and/or otherwise communicate to EntityMed or to any Users, any information, imagery and other content which is proprietary information of any third party who, unless specifically allowed hereunder, or is, inter alia, harassing, offensive, indecent, pornographic, illegal, abusive or vulgar; or (xiv) use our Services, the and/or the Information for any purpose other than as described hereunder or for any commercial purposes without EntityMed's express prior written consent or pursuant to an express written agreement.
6. Intellectual Property Rights
License to use the Services. EntityMed is granting you with a limited, personal, not exclusive, non-assignable, not-tradeable license, which cannot be used in order to issue sub-licenses and that can be canceled completely, to use (a) the Services during the term purchased by the applicable Customer, and do not entitle you with any right in the Services or any part of, rather than a limited right to use it in accordance herewith. Intellectual Property. Our Services and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents, and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the "look and feel" of our Services), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, "Intellectual Property"), are owned and/or licensed to EntityMed and subject to copyright and other applicable intellectual property rights under applicable laws, foreign laws and international conventions. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions, and signs indicating proprietary rights of EntityMed or its licensors, including [®], copyright mark [©] or trademark [™] contained in or accompanying the Services, and you represent and warrant that you will abide by all applicable laws in this respect.
7. Privacy and Security
8. Disclaimer and Warranties
ENTITYMED DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE OUR SERVICES. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY FOR ANY USE OF THE SERVICES NOT IN ACCORDANCE WITH ENTITYMED INSTRUCTIONS AND RECOMMENDATIONS. OUR SERVICES, INCLUDING ANY TECHNICAL SUPPORT SERVICES, ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FUNCTION. ENTITYMED DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY INFORMATION AVAILABLE ON OUR SERVICES INCLUDING ANY SENSITIVE INFORMATION. THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK AND ENTITYMED SHALL HAVE NO LIABILITY RELATING TO SUCH USE.
9. Limitation of Liability
IN NO EVENT SHALL ENTITYMED INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF OUR SERVICES, OR THE USE OR INABILITY TO USE OUR SERVICES, THE INFORMATION, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF ENTITYMED TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF ENTITYMED BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ENTITYMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES. SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR ENTITYMED’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF ENTITYMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL ENTITYMED’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO ENTITYMED FOR YOUR USE OF THE SERVICE. IF YOU HAVE NOT MADE ANY PAYMENTS TO ENTITYMED FOR THE USE OF THE SERVICE OR IF NO PAYMENTS WERE MADE ON YOUR BEHALF, THEN ENTITYMED SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
You agree to defend, indemnify and hold harmless EntityMed from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising directly or indirectly from: (i) your unauthorized use of our Services; (ii) your violation of any term of these Terms or any applicable laws or regulation; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of our Services (including your violation of any third party rights); (iv) any claim for financial remedies or other compensations due to a decision that was taken or not taken or any action that was made or not made based on the Information, output or any other data resulting from the use of the Services.
11. Third-Party Components within Our Services
The Services 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 Services is subject to any applicable acknowledgments 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 only in connection with the related Third-Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Services and EntityMed disclaims all liability related thereto. You acknowledge that EntityMed is not the author, owner, or licensor of any Third-Party Components, and that EntityMed makes 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 Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
12. Amendments to the Terms
EntityMed may change the Terms from time to time, at its sole discretion and without any notice. We will use reasonable commercial efforts to notify regarding substantial changes of these Terms on our Site and/or via our Services. Such substantial changes will take effect seven (7) days after such notice was provided. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date, and your continued use of our Services the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
The Service’s availability and functionality depend on various factors, such as communication networks, software, hardware, and EntityMed’s service providers and contractors. EntityMed does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
14. Changes to the Services
EntityMed reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Services (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Information available through the Services may be changed, modified, edited, or extended in terms of content and form or removed at any time without any notice to you. You agree that EntityMed shall not be liable to you or to any third party for any modification, suspension, error, malfunction, or discontinuance of the Services (or any part thereof).
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. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between EntityMed and you. Any claim relating to these Terms or the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to the use of the Services in connection with your Account will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Tel-Aviv, Israel. EntityMed may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service to a third-party without your consent or prior notice to you. Your rights and obligations under these Terms are not assignable. Any attempted or actual assignment thereof without EntityMed’s prior explicit and written consent will be null and void. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. 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. These Terms constitute the entire terms and conditions between You and EntityMed relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between EntityMed and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Services. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure, or a duty of disclosure of EntityMed in entering into these Terms.
16. Contact Us
If you have any questions (or comments) concerning the Terms or to the use of the Services, you are most welcome to send EntityMed an email to email@example.com
, and EntityMed will make an effort to reply within a reasonable timeframe. Our standard support hours are 09:00 to 17:00 Israel Time Sunday through Thursday for technical information, technical advice, and technical consultation regarding Your use of the Services. You should not share any Personal Information when communicating with EntityMed’s support and customer service team.