BINAH.AI TERMS OF SERVICE
Welcome to Binah.ai Terms of Service! Binah.ai Ltd. (“Binah.ai”, “we” or “us”) owns an application which measures your health indicators. The services are provided through an application: BVue (the “Application”), the Binah.ai website: [www.Binah.ai] (the “Website”), and any other services provided by Binah.ai shall be referred to herein, collectively, as the “Binah.ai Services”). Please read these terms of services (these “Terms”) carefully as they govern your use of any of the Binah.ai Services and create a binding contract between you and Binah.ai.
YOU MUST ACCEPT THESE TERMS IN ORDER TO DOWNLOAD THE APPLICATION AND IN ORDER TO USE THE BINAH.AI SERVICES. BY EITHER VISITING THE WEBSITE OR DOWNLOADING THE APPLICATION OR USING THE BINAH.AI SERVICES, YOU ACCEPT THESE TERMS, AND THESE TERMS SHALL BE EFFECTIVE AS OF THE EARLIER TO OCCUR OF SUCH EVENTS (THE “EFFECTIVE DATE”). IF YOU DO NOT ACCEPT THESE TERMS, DO NOT DOWNLOAD THE APPLICATION, VISIT THE WEBSITE AND/OR USE THE BINAH.AI SERVICES.
Change of Terms
We are entitled to change these Terms from time to time. We will notify you of changes to the Terms by posting them on the Website and/or the Application or in any other way we deem appropriate. Any such change shall be effective immediately upon such notification or posting (as applicable). By continuing to use the Binah.ai Services following a change, you are accepting such change.
1. Your Binah.ai Account
Use of the Binah.ai Services is permitted only to individuals above the age of 18. You are responsible for all activity that occurs in association with your account. Binah.ai is not liable for any Loss (as defined below) caused by your failure to maintain the confidentiality of your account credentials.
2. Your Information
By using the Binah.ai Services, you acknowledge and agree that the content that you submit via the Binah.ai Services (the “Content”) may be stored on Binah.ai’s servers, third-party’s external servers and/or locally on your device. By using the Binah.ai Services, you grant Company with a worldwide, royalty-free, and non-exclusive license, to process such Content, store such Content and to use such Content as required in order to provide it with the Binah.ai Services. Binah.ai shall also be entitled to compile statistical information related to the performance or use of the Services, and may freely use, including without limitation make such information publicly available, provided that such information does not incorporate any Customer Data. Except as expressly set forth otherwise under these Terms, you are solely responsible for all Content.
3. Your Obligations
Binah.ai grants you a limited, non-exclusive, non-transferable, non-sublicensable license, subject to these Terms, to (i) access and use the Binah.ai Services, and/or (ii) solely to access and view the Binah.ai Materials and Binah.ai Analysis (as defined below). This license is provided solely for your personal use, and does not allow for any commercial use by you of the Binah.ai Materials, and/or the Binah.ai Analysis.
4. Prohibited Uses
Notwithstanding anything to the contrary herein, you may not perform, attempt to perform, or encourage or assist others in performing any of the following: (i) connecting to or accessing any portion of the Binah.ai Services other than through the use of the Binah.ai Services; (ii) using, displaying, mirroring or framing Binah.ai Services, any of the Binah.ai Materials (as defined below), and/or any Binah.ai Analysis without Binah.ai’s express written consent; (iii) accessing or tampering with non-public areas of the Binah.ai Services; (iv) testing the vulnerability of Binah.ai Services, breaching any security or authentication measures, or circumventing any technological measure implemented by Binah.ai or any of its providers to protect the Binah.ai Services; (v) decompiling, disassembling, reverse engineering, tampering with, or attempting to derive the source code of any portion of the Binah.ai Services; (vi) copying, adapting, modifying, preparing derivative works based upon the Binah.ai Services, Binah.ai Materials and/or Binah.ai Analysis; and/or (vii) distributing, licensing, selling, transferring, publicly displaying, publicly performing, transmitting or otherwise exploiting the Binah.ai Services, Binah.ai Materials, Binah.ai Analysis and/or any portion thereof in a manner not permitted herein.
5. Disclaimers; Use at Own Risk
OTHER THAN TO THE EXTENT SPECIFICALLY AND EXPLICITLY SPECIFIED IN THESE TERMS OR THE DOCUMENTATION, THE BINAH.AI SERVICES, AND THE BINAH.AI MATERIALS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ANY WARRANTY PROVIDED IN THE DOCUMENTATION SHALL NOT APPLY TO THE EXTENT (A) THE BINAH.AI SERVICES ARE USED IN A MANNER WHICH IS NOT COMPLIANT WITH THESE TERMS, THE DOCUMENTATION, AND/OR ANY OTHER APPLICABLE TERMS, INCLUDING IN PARTICULAR AND WITHOUT LIMITATION TO THE EXTENT THE BINAH.AI SERVICES HAVE BEEN MODIFIED, CHANGED, OR REPAIRED BY ANY PARTY WHICH IS NOT BINAH.AI.
Binah.ai makes no warranty regarding the accuracy and completeness of any statistics, parameters, data or information monitored and/or displayed through any of the Binah.ai Services (“Binah.ai Analysis”). The Binah.ai Services, and the Binah.ai Analysis are not intended to diagnose, treat, monitor, cure, or prevent any disease, and are not intended to match or replace (a) any services or information produced by medical or scientific measurement devices; and/or (b) any diagnosis by you or your physicians of consumption of medication or any other medical parameters; and/or (c) any services or treatments by physicians and other medical care professionals. Additionally, Binah.ai makes no warranty that the Binah.ai Services will meet your requirements and/or any medical or regulatory standards or be available on an uninterrupted, secure, or error-free basis. You acknowledge and agree that if you rely on any Binah.ai Services, including without limitation the Binah.ai Analysis, you do so solely at your own risk.
We do not accept liability for any error or omission, injury, expense, loss (including, without limitation, loss of the Binah.ai Analysis) or damage caused, in whole or in part, by you or any other third party’s actions, omissions, or negligence.
Without derogating from the aforementioned, you acknowledge that the Binah.ai Services may be impaired or produce inaccurate or incorrect output (including without limitation Binah.ai Analysis) due to, without limitation (a) the provision by you of incorrect details; and/or (b) use of the Application when it is not updated with the last available update.
6. Limitation of Liability
NEITHER BINAH.AI, ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES SHALL BE LIABLE FOR (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES OR EXPENSES INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA AND/OR GOODWILL ARISING OUT OF, OR IN CONNECTION WITH, THE BINAH.AI SERVICES AND/OR YOUR OR ANY THIRD PARTY’S RELIANCE UPON BINAH.AI SERVICES (INCLUDING WITHOUT LIMITATION THE BINAH.AI ANALYSIS); AND (B) ANY DIRECT DAMAGES, LOSSES AND/OR EXPENSES (“LOSSES”) ARISING OUT OF, OR IN CONNECTION WITH, BINAH.AI SERVICES AND/OR YOUR OR ANY THIRD PARTY’S RELIANCE UPON THE BINAH.AI SERVICES (INCLUDING WITHOUT LIMITATION THE BINAH.AI ANALYSIS). THE AFOREMENTIONED SHALL APPLY REGARDLESS OF WHETHER A CLAIM IS BASED UPON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BINAH.AI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BINAH.AI AND YOU.
WITHOUT DEROGATING FROM THE ABOVE, BINAH.AI SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INACCURACY, PERFORMANCE FAILURES, UNAVAILABILITY AND/OR LOSSES ARISING OUT OF, OR IN CONNECTION WITH, ANY EXTERNAL THIRD PARTY SERVICES UPON WHICH THE BINAH.AI SERVICES RELY (INCLUDING WITHOUT LIMITATION FAILURES RELATED TO CELLULAR, INTERNET OR BLUETOOTH CONNECTION OF THIRD PARTY DEVICES OR PROVIDERS) AND/OR GENERALLY FROM CAUSES BEYOND BINAH.AI’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, INTERNET FAILURE, NETWORK OR COMPUTER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, OR ACTS OF PROVIDERS OF THIRD PARTY SERVICES.
IN ADDITION, IN ANY EVENT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY INCLUDING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, BINAH.AI’S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGRAGATE, US$ 100.
You will indemnify and hold harmless Binah.ai, its affiliates and their respective officers and/or employees, from and against any Losses (for clarification, the term Losses shall include without limitation reasonable attorney fees) incurred due to any third party suit, claim or procedure arising out of, or connected with your breach of these Terms.
8. Binah.ai’s Rights
Binah.ai retains all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, and any other intellectual property rights (whether or not registerable) in and to the Binah.ai Services, the Binah.ai Materials and the technology, know how, and any other intellectual property (including without limitation any software) underlying the Binah.ai Services, including without limitation any improvements, updates, upgrades, error-corrections or other modifications thereto, and any derivative work based thereon, regardless of their creator. Except for the rights expressly granted to you hereunder, these Terms do not grant you any rights or license by implication or otherwise with respect to any of Binah.ai’s intellectual property, including Binah.ai Analysis. The term “Binah.ai Materials” shall mean any names, texts, graphics, images, music, audio, video, works of authorship, names, and symbols of any kind, and information or other materials that are generated, displayed on, provided or otherwise made available through the Binah.ai Services.
Without derogating from the above, as between you and Binah.ai, Binah.ai shall be the sole and exclusive owner of all rights to any and all feedback provided by you, and any ideas, inventions and/or improvements (whether protectable by any intellectual property protection or not) conceived or derived or resulting from such feedback or embodied therein (“Feedback”). You hereby irrevocably assign to Binah.ai any rights that you may have in such Feedback, and to the extent such rights may not be assigned, you hereby provide Binah.ai a royalty free, perpetual, worldwide, exclusive, irrevocable license to use such Feedback for any purpose, including commercial purposes.
These Terms shall be effective as of the Effective Date and shall continue in effect until they are terminated as specified herein. You may terminate these Terms by permanently ceasing to use the Binah.ai Services. Binah.ai shall be entitled to terminate these Terms, discontinue the Binah.ai Services or any portion thereof (as further specified herein), and/or suspend your access to the Binah.ai Services or any portion thereof, in its sole discretion, at any time, with or without notice for convenience.
Upon termination or expiration of these Terms for any reason whatsoever all rights granted to you under these Terms shall immediately terminate, you shall not be entitled to continue to use Binah.ai Services.
Notwithstanding the forgoing, any provisions of these Terms that by their nature are intended to survive termination, including without limitation the provisions of sections 3, 6, 7, 8, 9, 10, 14, 15 and 16 of the Terms, shall not be affected or prejudiced by such termination.
10. Alerts and Notifications
As part of your use of the Binah.ai Services, you may receive e-mails. You agree to the receipt of these communications. You can control receipt of related communications from your account settings.
11. Changes to Services
Binah.ai may change or discontinue, temporarily or permanently, any feature or component of the Binah.ai Services at any time, with or without notice, without incurring any liability to you aside from as explicitly specified herein. Binah.ai reserves the right to determine the timing and content of software updates.
12. Force Majeure
Neither party shall be liable to the other for any performance delay or failure to perform hereunder due to any act, omission or condition beyond the reasonable control of the affected party.
13. Governing Law and Venue
Any disputes or claims arising out of or in connection with these Terms and/or the Binah.ai Services, will be governed by, and construed in accordance with, the laws of the State of Israel, excluding its conflict of law principles. The parties irrevocably agree that the competent courts of the Tel Aviv-Jaffa District of Israel shall have exclusive jurisdiction to settle any disputes or claims arising hereunder.
14. General Terms
The headings used in these Terms are for convenience of reference only and shall not affect the interpretation or meaning of the terms and provisions of these Terms. These Terms constitute the entire agreement between the parties regarding the use of the Binah.ai Services (other than to the extent explicitly specified herein), and supersede any previous arrangement, understanding or agreement between you and Binah.ai, written or oral, relating thereto. Neither party’s waiver of any breach or default of any provision of this Terms shall constitute a waiver of other provisions or any other right hereunder, or a waiver of any subsequent breach or default. Unless expressly provided otherwise herein, all remedies hereunder are cumulative and do not exclude any other remedies available by law. If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in full force and effect. These Terms do not confer any rights on any third party. You shall not, without the prior written consent of Binah.ai, assign, transfer, or sub-contract these Terms and/or any of your rights or obligations under these Terms, and any unauthorized assignment shall be null and void. Binah.ai may, at any time, freely assign, transfer or sub-contract any of its rights or obligations under these Terms.
15. Contact Details
Any required or permitted notices hereunder must be given in writing (a) if to Binah.ai, by E-mail to the following address: [email protected] and (b) if to you by e-mail to the e-mail address with which you registered for the Binah.ai Services. Notices will be deemed received within 1 business days in the region of Binah.ai’s.
These Terms were last updated on: February 24, 2020