AIVA CARE TEAM Terms of Service
Effective Date: December 29, 2017
Last updated December 29, 2017
These Terms of Service are a legal agreement between you (“you” or “your”) and AIVA, Inc. ("us" or "we" or "our" or "AIVA"), establishing terms and conditions under which you shall access and use the services and features (the “Services”) available on or through our website at AIVAHEALTH.com or its subdomains (each, the “Website” and collectively, “Websites”) and the AIVA Care Team mobile application (the “App”).
BEFORE YOU CLICK ON THE “I ACCEPT” OR “I AGREE” OR SIMILAR BUTTON OR OTHERWISE INDICATE ACCEPTANCE OF THESE TERMS OF SERVICE OR ACCESS OR USE THIS WEBSITE OR THE SERVICES AVAILABLE THROUGH THIS WEBSITE OR THE APP, CAREFULLY READ THESE TERMS OF SERVICE. BY CLICKING ON THE “I ACCEPT” OR “I AGREE” OR SIMILAR BUTTON OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS OF SERVICE OR ACCESSING OR USING THIS WEBSITE OR THE SERVICES AVAILABLE THROUGH THIS WEBSITE, YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.
You understand and acknowledge that the Service is being provided as a “BETA”, and is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing AIVA, Inc. with feedback on the quality and usability of the Service. In addition AIVA, Inc. is not obligated to provide any maintenance, technical or other support for the Service.
As part of using the Service, we may provide you with the opportunity to provide feedback, comments, or suggestions regarding use of the Service. You agree that in the absence of a separate written agreement to the contrary, AIVA, Inc. will be free to use any feedback you provide for any purpose whatsoever.
Use of the Services
The Services allow for the communication including but not limited to text, audio, and data (collectively referred to as the "Data") amongst authorized users of the AIVA platform and patient end-users. You may not sell, transfer, assign, license, sublicense, or modify the Data or reproduce, display, publicly perform, make a derivative version of, distribute or otherwise use the Data in any way, except to utilize features of the Services that, by their nature, involve publishing or sharing such Data with authorized users of the AIVA platform and patient end-users. You understand that whether or not such Data is published, we do not guarantee any confidentiality with respect to any submissions. You shall be solely responsible for Data you submit and the consequences of our posting or publishing such Data. In connection with any Data you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Data to enable inclusion and use of the Data in the manner contemplated by the Services and these Terms of Service; and (ii) you have the express consent, release, and/or permission of each and every identifiable individual person in the Data to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Data in the manner contemplated by the Services and these Terms of Service. By submitting the Data to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the Data in connection with our provision of the Services and our (and our successors') business. You also hereby grant each user of the Services a non-exclusive license to access the Data through the Services. We may maintain copies of any Data for purposes of backup, security, or maintenance, or as required by law. In connection with Data, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We do not endorse any Data or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any Data. We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Services, and we will remove all Data if properly notified that such Data infringes on another's intellectual property rights. We may remove any Data without prior notice. We may also terminate your access to the Services, if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any Data removed from the Services more than twice. We also reserve the right to decide whether Data is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such Data and/or terminate your access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
If you violate any part of these Terms of Service, your permission to access and/or use the Services automatically terminates and you must immediately destroy and copies you have made of the Data.
Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the "Third-Party Trademarks"). Your use of the Services should not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Third-Party Trademark displayed on or via the Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-Party Trademarks.
The Services may include access to links to, and content and data from, third-party websites ("External Services"). These links, content, and data are provided solely as a convenience to you and not as an endorsement by us of the content on such External Services. The content of such External Services is developed and provided by others. In addition, the Services permit access to content posted, stored, or displayed at the direction of other users of the Services, for which we cannot accept any responsibility or liability.
The Services may not be used in connection with any commercial endeavors except those that are specifically approved by us. The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications, (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof, (iii) use of web scraping, web harvesting, or web data extraction methods from AIVA, Inc. even if the AIVA Account owner gives permission; and (iv) any use of the Services which is unlawful or in violation of these Terms of Service.
Your use of the Services is subject, in our sole discretion, to termination at any time.
In order to enjoy the full benefits of the Service, you must use the credentials provided to you by your employer (an “Account”). You are responsible for the security of your log-in credentials and all activities that occur via your Account. You agree to provide true and accurate information and to notify us in the event of any unauthorized access to your Account or any changes to your Account information. Limited access to certain features may be available to non-registered users but such access is still subject to these Terms of Service.
If we suspend or terminate any access to the Services, except as may be required by applicable law, we are not responsible for repairing or replacing Data and we may perpetually retain any Data previously provided by you.
You may terminate your Account through your accounts settings page. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SERVICE AND THIS AGREEMENT.
We may terminate these Terms of Service, disable your Account, and/or put your Account on inactive status, in each case at any time with or without reasonable cause or with or without violation to these Terms of Service agreement, and with or without notice. We shall have no liability to you or any third party because of such termination or action.
You agree to defend, indemnify, and hold us harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Service or your uploading of, access to, or use or misuse of the Data or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Disclaimer of Warranty and Limitation of Liability
WE, OUR AFFILIATES, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE DATA ( INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY.
NEITHER WE NOR OUR AFFILIATES OR PARTNERS SHALL BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO USERS OF THE SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES AND THE DATA AT YOUR OWN RISK.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF ONE HUNDRED DOLLARS, EVEN IF A WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
No Medical Advice
We provide the Services for you to participate in, communicate with and respond to patient end-users and other users of the AVA platform.. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR MEDICAL OPINION. We are not licensed medical professionals, and we are not in the business of providing medical advice. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet or exercise program. YOUR USE OF THE WEBSITE OR THE APP OR ANY OF OUR SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND AIVA.
Assumption of Risk
You are aware that there are risks associated with participating in Classes including but not limited to property damage, illness and bodily injury. You specifically assume the risk of injury or harm associated with your participation in the Classes and use of the Services. We are not responsible for any health problems or injuries, including without limitation incapacity or death which may occur as a result of the Classes or the Services.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
These Terms of Service are governed by the internal substantive laws of the State of California, without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Los Angeles in the state of California. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect. Failure by us to act on or enforce any provision of the Terms of Service shall not be construed as a waiver of that provision or any other provision in these Terms of Service. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you, these Terms of Service constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. All sections of these Terms of Service that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled Indemnity, Disclaimer of Warranty Limitation of Liability, and General. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Service will inure to the benefit of our successors, assigns, licensees, and sublicensees.