LAST UPDATED: December 2, 2020

Healthy.io (US), Inc. (together with its affiliates, “Healthy.io”) is a medical technology company that leverages smartphones and cloud services to help healthcare professionals improve patient care. These terms of use (“Terms”) govern your use of our website portal, mobile app and any related online services for the wound assessment and monitoring tool and services that we provide (as used herein, the “Services”). These Terms do not apply to other Healthy.io websites or services.

Healthy.io requires that all users of our Services adhere to these Terms, including with respect to any electronic content, functionality, features and applications in our Services (collectively, “Materials”). By accessing the Services you indicate your agreement and acceptance of our “Terms” and represent that you are of legal age to form a binding contract with us and meet all of the eligibility requirements herein.

Your right to access or use the Services can be terminated if you violate these Terms. We reserve the right to revise these Terms, and any rights not expressly granted herein are reserved. Please check back periodically to review any changes to our Terms. Please see Sections 9-11 below regarding your legal rights in any dispute involving our Services.

NOTE TO HEALTHCARE PROFESSIONALS: IF YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION THAT HAS ENTERED INTO A CONTRACTUAL RELATIONSHIP WITH US FOR THESE SERVICES, THOSE CONTRACTUAL TERMS WILL GOVERN YOUR USE OF THE SERVICES AND SUPERSEDE THESE TERMS IN THE EVENT OF ANY CONFLICT.

NOTE TO PATIENTS: IF THE SERVICES ARE PROVIDED TO YOU THROUGH A HEALTHCARE PROFESSIONAL ON YOUR BEHALF OF AN ORGANIZATION THAT HAS ENTERED INTO A CONTRACTUAL RELATIONSHIP WITH US FOR THESE SERVICES, THOSE CONTRACTUAL TERMS WILL GOVERN THE SERVICES AND SUPERSEDE THESE TERMS IN THE EVENT OF ANY CONFLICT.

THE SERVICES ARE INTENDED FOR USE BY QUALIFIED HEALTHCARE PROFESSIONALS AND INFORMATION RECEIVED BY THE PROFESSIONALS IN CONNECTION WITH THE SERVICES MAY ONLY BE USED AS NECESSARY FOR THE PROFESSIONALS’ TREATMENT, PAYMENT, OR HEALTH CARE PURPOSES OR AS OTHERWISE REQUIRED BY LAW, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND OTHER AGREEMENTS APPLICABLE TO THE INFORMATION. THE SERVICES DO NOT CONSTITUTE MEDICAL ADVICE OR DIAGNOSIS, AND THEY DO NOT SERVE AS A SUBSTITUTE FOR THE PROFESSIONAL ADVICE OF A QUALIFIED HEALTHCARE PROFESSIONAL.

1. Your Responsibilities

You are responsible for any activity that occurs through your user account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, we prohibit the creation of and you agree that you will not create an account for anyone other than yourself.

All information you provide or provided to us upon registration and at all other times must be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You are responsible for keeping your password or other credentials for the Services secret and secure. You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that we are not responsible or liable for the conduct of any user.

2. User Conduct and Restrictions

You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services to human readable form or create derivative works based upon the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials , or retrieve or record information about the Services or its users; (d) merge the Services or Materials with another program or create derivative works based on the Services or Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Materials; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Services to others; (g) use, or allow the use of, the Services or the Materials in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (h) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Services. Except as expressly provided herein, we and our third party licensors reserve all rights with respect to the Services, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations; (i) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, impersonating, harming, impersonating or intimidating people or entities; or (j) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation. You may not access or use the Services by means of any automated program, expert system, electronic agent or “bot,” and shall not give any other person or entity unauthorized access to the Services. You are prohibited from “scraping,” copying, republishing, licensing, or selling the data or information on the Services if you do so for commercial purposes.

3. User Content

You hereby grant us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use and display the information and materials that you provide to us through the Services as reasonably necessary to provide the Services to you and your organization (if applicable), subject to our Privacy Policy.

You agree that we are free to use any feedback, ideas or suggestions (“Feedback”) that you provide to us with respect to the Services for any purposes whatsoever without any restriction, including developing and marketing new products, services and features without any liability or payment of any kind to you. You waive all intellectual property rights in any such Feedback.

4. Privacy

Personal information collected by us in connection with the Services will be maintained in accordance with our posted Privacy Policy, unless and to the extent the Services are provided under a separate agreement as referenced above.

5. Reporting Infringement and Other Violations

We respect the intellectual property rights of others, and we prohibit users of our Services from (i) submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights, or (ii) engaging in any activities that violate these Terms. Please report any such issues to us via the contact information provided at the end of these Terms.

6. Our Intellectual Property Rights

We grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for lawful purposes in accordance with our Terms and Privacy Policy, and the governing terms of any business relationship you have with us. The Services contain Materials owned by (or licensed to) us, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Services. Except as provided herein or with our express prior written permission, none of the information and Materials provided by the Services may be copied, displayed, distributed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes. Trademarks and service marks that may be referred to in the Services are the property of Healthy.io or their respective owners. Nothing in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission.

7. Links to other sites

The Services may contain links to third party sites. Access to any other website or service referenced in the Services is at the user’s own risk and we are not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on other sites. We provide these links merely as a convenience and the inclusion of such links does not imply an endorsement, recommendation or approval. The content, accuracy, opinions expressed and other links provided by linked sites are not investigated, verified, monitored or endorsed by us. If you decide to visit, or transact business at any linked site, you do so at your own risk and it is your responsibility to take all protective measures. The third party sites are not controlled by us, and may have different terms of use and privacy policies, which we encourage you to review.

8. Linking to our Services

You may link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: establish a link from any website that is not owned by you; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in our sole discretion.

9. Open Source Licenses

The Service includes some third-party software, including those licensed under open source licenses. These third-party software are provided “as is” without any warranty whatsoever of any kind, and such software is also subject to all terms and conditions required by the third party. A list of relevant notices and licenses for third-party software, including open source licenses, can be found here

10. Disclaimer of Warranties; Limitation of Liability

YOUR USE OF THE SERVICES AND MATERIALS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MATERIALS ARE PROVIDED “AS IS” WITHOUT A REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THROUGH USE OR DOWNLOADING MATERIAL FROM THE SERVICES. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, ACTUAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

We may update our Services and Materials from time to time, but they will not necessarily be complete or up-to-date. Although it is our intention for the Services to be available as much as possible, there may be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We may remove any content from the Services for any reason, without prior notice. Content removed from the Services may continue to be stored by us , including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order or similar legal process.

If you are a consumer, the provisions in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence. We reserve all rights, defenses and permissible limitations under the law of your state of residence. For New Jersey Residents: Notwithstanding any term herein, these Terms do not limit your rights or our obligations under any applicable statute or law, including types and amounts of recovery; nor do they excuse us from any duty to avoid causing harm by means of gross negligence, recklessness, or intentional misconduct; nor do they disclaim our duty of care to our invitees; nor do they require you to defend and indemnify us in the event that any loss is caused by our negligence.

11. Indemnification

You agree to indemnify us and hold us harmless from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys’ fees, resulting, whether directly or indirectly, from your violation of these Terms. You also agree to indemnify us and hold us harmless from and against any and all claims brought by third parties arising out of your use of the Services and the content you submit to the Services by any means, including without limitation through a posting, a link, reference to other content, or otherwise.

Governing Law; Arbitration and Class Action Waiver

THE LAWS OF THE STATE OF NEW YORK WILL GOVERN THESE TERMS AND ANY DISPUTE RELATING TO THE SERVICES, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS. EXCLUDING DISPUTES ADDRESSED THROUGH ARBITRATION AS PROVIDED BELOW, YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF NEW YORK IN RELATION TO ANY CLAIM, DISPUTE OR DIFFERENCE ARISING FROM THESE TERMS, AND YOU AGREE TO WAIVE ANY RIGHT OF REMOVAL OR TRANSFER WHETHER DUE TO FORUM NON CONVENIENS OR OTHER REASON.

Excluding claims for injunctive or other equitable relief, for claims related to the Services, any dispute or controversy arising out of or relating to these Terms, including without limitation, any and all disputes, claims (whether in tort, contract, statutory or otherwise) or disagreements concerning the existence, breach, interpretation, application or termination of the Terms, shall be resolved by final and binding arbitration in accordance with the JAMS Inc. Comprehensive Arbitration Rules & Procedures then in effect. There shall be no right or authority for any claims to be arbitrated on a class action basis. The arbitration shall take place in New York, New York or at the option of the party seeking relief, online, by telephone, online, or via written submissions alone, and be administered by JAMS. The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

We make no representation that the Services are appropriate or available for use in all jurisdictions. Access to any of the Services from jurisdictions where such access is illegal is strictly prohibited. If you choose to access the Services from such jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws.

12. Entire Agreement; Severability

Except to the extent you are using the Services on behalf of an organization that has entered into a contractual relationship with us for these Services and the terms of that contractual relationship conflict with or otherwise supersede these Terms, you agree that (i) you have read and understood and agree to be bound by these Terms, (ii) these Terms, together with our posted Privacy Policy which is incorporated herein by reference, constitute the complete and exclusive statement of the agreement between you and Healty.io, and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of these Terms.

If any provision of these Terms is found unenforceable, it shall not affect the validity of the remainder of these Terms, which shall remain valid and enforceable according to its terms, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Healty.io as a result of these Terms or your use of the Services.

13. Contact Information

If you have any questions, concerns or comments about these Terms or our Services, please email at [email protected].

Copyright © 2020, Healthy.io LTD. All rights reserved.