”) CAREFULLY BEFORE ATTEMPTING TO ACCESS OR USE THE PLATFORM OR ANY RELATED SERVICES. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU
”), AND EITAN MEDICAL LTD. (“Eitan Medical
”). THIS AGREEMENT GOVERNS YOUR USE OF THE PLATFORM, Eitan Medical’S CONTENT AND RELATED SERVICES.
BY ACCEPTING THIS AGREEMENT, LOGGING INTO THE SYSTEM AND USING THE PLATFORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY.
NOTE THAT REGISTRATION TO THE PORTAL AND/OR PLATFORM IS NOT INTENDED AND FORBIDDEN FOR INDIVIDUALS UNDER AGE 18.
For purposes of this Agreement:
- “Account” means Your Platform account and profile, accessed using Your unique username and password.
- “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- “Content” means all visual, audio and audio-visual content and materials that were uploaded or posted by Eitan Medical or by you to, or disseminate, distribute or transmit through, the Platform or Portal including all videos, pictures, photographs, text, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other content and materials.
- “Documentation” means the user manuals, help guides, whether in print, electronic form, help videos or on-line help functions for the Platform made generally available through the Platform, as may be updated from time to time.
- “Intellectual Property” or “Intellectual Property Rights” means all intellectual property rights, including all copyright, patent, trade secret, trademark, moral, termination, authorship, rights of publicity, privacy and other proprietary rights.
- “Platform” means the online learning platform services accessible through http://app.learnupon.com(or any successor or alternative sites we may inform you of or You may be aware of), including all Content, Documentation and software in or accessible through the Platform. Platform plans and services that you choose to subscribe to and to which the terms and conditions of this Agreement are applicable to.
- “Portal” means the Top-Level Portal and Sub-Portals, together.
- “Revisions” means any updates, upgrades, revisions, changes or alterations to the Platform and its features and functionality.
- “Sub-Portal” means the web-based portal (with its own unique login domain) established by Eitan Medical on the Platform for the purposes of delivering Content, training, and courses to You.
- “Top-Level Portal” means the top-level portal established by Eitan Medical to deliver Content, training and courses to End Users.
- “Updated Terms” has the meaning assigned to that term in Section 9 (Term) of this Agreement.
- Use of Platform.
- Provision of the Platform. Subject to the terms and conditions of this Agreement and solely to the extent permitted, Eitan Medical hereby grants You a limited, non-exclusive, non-transferable sub-license to access and use the Top-Level Portal and Sub-Portal(s).
- LearnUpon. You acknowledge that this Platform is powered by and uses intellectual property of LearnUpon Limited (“LearnUpon”).
- Restrictions on use of Content
- All information, Content, product information and/or material posted on the Platform (“Materials”) are the property of Eitan Medical, which retains all rights, title and interests, in and to such Materials and all Intellectual Property Rights relating thereto, including without limitations all copyright, patent, trademarks, logos, design rights and ant other proprietary rights.
- No transfer or grant of any rights is made or is to be implied by any provision of this Agreement or by any other provision contained in the Platform. You agree not to infringe upon all the above rights.
- Without limiting any of the foregoing, you may not copy, reproduce, republish, upload, post (unless where specifically permitted by us), modify, transmit, or otherwise distribute, the Materials or any part thereof.
- You may not use the Materials other than for educational purposes related to your use of Eitan Medical’s (and/or its Affiliates) products or any related uses specifically permitted by Eitan Medical. It is clarified that any other use is strictly prohibited, and be deemed a violation of Eitan Medical’s copyright and other proprietary (including Intellectual Property Rights).
- Platform Use Restrictions.
Except as expressly permitted by the terms of this Agreement, neither You nor anyone on your behalf shall:
- copy, modify, adapt, translate, distribute, sub-license, market, lease, make available, resell, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise reduce to human-perceivable form any part of the Platform; or discover or disclose the source code, information, methods and concepts embodied therein, except as may be allowed by any applicable law notwithstanding contractual prohibition;
- store, distribute, post, upload or transmit any Content through the Platform that is or is reasonably perceived to be infringing, unlawful or in violation of third-party privacy rights;
- introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Platform;
- intentionally interfere with or disrupt the integrity or performance of the Platform;
- access and use the Platform in order to (i) build a product or service competitive with the Platform or Eitan Medical or any of its Affiliates, (ii) copy any ideas, features, functions or graphics of the Platform and/or Content or (iii) determine whether the Platform and/or Content is within the scope of any patent;
- use the Platform or the Content for any illegal, unauthorized or otherwise improper purposes.
- Your Responsibilities.
- Usage Limits. Your user Account is associated specifically to You; thus, you hereby acknowledge and confirm that you shall not allow any other person to access Your Account using your password and account details. You must contact Eitan Medical immediately if You know or suspect Your user Account has been accessed by an unauthorized third party or used in breach of this Agreement.
- Applicable Laws. You shall comply with all applicable laws, regulations, rules and codes with respect to activities relating in any way to Your use or exploitation of the Platform.
- Training Materials. All the training, teaching, courses, instruction and other Content shall be provided solely by Eitan Medical or any of its affiliates.
- Equipment. You are solely responsible for supplying all equipment, Internet access and bandwidth needed to properly access and use the Platform.
LearnUpon and Eitan Medical reserves the right to make Revisions to the Platform and/or Content at their sole discretion. Any such Revisions shall be considered part of the Platform and/or Content (as applicable) for all purposes of this Agreement.
- Term, Cancellation, Suspension, Termination.
- Term. This Agreement shall have a term commencing on your registration to the Platform and ending upon the expiration or termination of your use of the Platform.
- Cancellation by User. You may stop using the Platform at any time.
- Suspension/Termination. Eitan Medical may immediately terminate, restrict or suspend (on a temporary or permanent basis) Your right to access or use any portion, or all of the Platform for any reason, including without limitations if we determine that Your use of the Platform (i) violates Section 3 or 4, (ii) poses a security risk to the Platform or any third party, (iii) violates applicable law or could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent.
- Effect of Termination.
- Upon the effective date of expiration or termination of this Agreement, You shall immediately cease any further use of the Platform.
- Termination or expiration of this Agreement does not affect or prejudice any rights, remedies, obligations or liabilities a party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.
- Intellectual Property.
- You acknowledge that the Content and all Intellectual Property Rights vested in and to such Content, is proprietary to Eitan Medical, its Affiliates and their licensors, and Eitan Medical, its Affiliates and their licensors retain exclusive ownership of the same throughout the world. Except for the limited express license granted to You under this Agreement, Eitan Medical its Affiliates and their licensors retain all right, title or interest in and to the Content.
- Eitan Medical and its Affiliates’ logos and part of the Materials are trademarks of Eitan Medical and/or its affiliates, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Eitan Medical.
- If You provide Eitan Medical with any ideas, feedbacks, opinions, inputs, or suggestions concerning the Platform and/or the Content (“Feedbacks”), You hereby irrevocably and unconditionally assign to Eitan Medical all right, title, and interest in and to any such Feedbacks and Eitan Medical will be free to use such Feedback, without any compensation or attribution to You, for any purpose whatsoever.
- Intellectual Property Infringement
Eitan Medical is committed to protecting the rights of copyright right holders and seeks to comply with all applicable laws and regulations regarding the protection of Intellectual Property. Therefore, if you believe that any part of the Content infringes upon any copyright which You own or control, You may file a notification of such infringement through our online contact form, available at: [insert link to the contact form]. Eitan Medical will process any notices of alleged copyright infringement and will take appropriate actions required under applicable laws. Upon receipt of appropriate notices, Eitan Medical will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.
- Warranties. You hereby warrant that (i) You validly entered into this Agreement and have the legal power to do so; and (ii) that you shall use the Content and the Platform in accordance with this Agreement.
- Disclaimer of Warranties.
- Eitan Medical DOES NOT GUARANTEE THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE AT ALL TIMES AND IN ALL CIRCUMSTANCES, NOR THAT SUCH INTERRUPTION OR ERRORS WILL BE CORRECTED. Eitan Medical DOES NOT WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE SUITABLE FOR ANY PARTICULAR PURPOSE. THE USE OF THE PLATFORM AND CONTENT IS ENTIRELY AT YOUR OWN RISK, AND SUCH ARE PROVIDED TO YOU “AS IS”, WITHOUT WARRANTY OR PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Eitan Medical AND ITS LICENSORS DO NOT MAKE, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW OR OTHERWISE, REGARDING THE CONTENT, PLATFORM AND ITS PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Eitan Medical SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE PLATFORM AND/OR THE CONTENT OR ANY OTHER SERVICES ASSOCIATED THEREWITH.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF, OR LIMITATIONS ON, IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Eitan Medical ITS AFFILIATES AND THEIR DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING ANY APPENDIX, ADDENDUM OR EXHIBIT HERETO) OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PLATFORM AND/OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OR BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR WASTED MANAGEMENT TIME, WORK STOPPAGE, LOSS, DELETION OR CORRUPTION OF CONTENT OR DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
- Limitation of Liability. IN ANY CASE EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION, IN NO EVENT SHALL Eitan Medical’S AGGREGATE LIABILITY UNDER THIS AGREEMENT (INCLUDING ANY APPENDIX, ADDENDUM OR EXHIBIT HERETO) EXCEED THE TOTAL OF 10$, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION.
You shall defend Eitan Medical and anyone on its behalf, including but not limited to, all of its Affiliates, owners, officers, agents, employees, partners and licensors against any claim, demand, suit, governmental action or proceeding made or brought against Eitan Medical by a third party arising out of or in connection with Your use of the Platform and/or the Content in violation of this Agreement or any applicable law.
You shall treat the Platform and/or the Content and any Intellectual Property Rights therein as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Eitan Medical’s prior written permission. Your obligations under this Section 15 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.
- Aggregated Anonymous Data.
You acknowledge that the Platform, in the normal course of operations, provides LearnUpon with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to You, either alone or in combination with other data (“Aggregated Anonymous Data
”). To the extent that any Aggregated Anonymous Data is collected by LearnUpon, You agree that LearnUpon may use, store, analyze, and disclose such Aggregated Anonymous Data without Your prior written consent.
Please feel free to direct any questions or concerns regarding this Agreement by contacting us through our online contact form, available at: email@example.com
- Survival. For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement or any termination of your use of the Platform.
- Severability. If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of this Agreement shall remain in full force and effect.
- Governing Law. This Agreement will be governed by the laws of the State of Israel without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the Parties, then it shall be submitted for resolution to the competent court in Tel Aviv, Israel, and the Parties hereby agree to submit to the jurisdiction and venue of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.