Terms of Service

These Terms of Service together with any other agreements, terms or policies referenced herein, which are incorporated herein by reference, as amended from time to time (the "Terms"), govern your access to and use of: (i) the software made available via the "Brain Alarm" mobile application (the "App"); and (ii) our website, available at brainalarm.randomizeteam.com (the "Website", and together with the App, the "Services").

You hereby waive any applicable rights to require original (non-electronic) signatures or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. General Information.

1.1.To use the Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access for certain features of the Services. Our Services’ performance may be affected by these factors. Additionally, the effectiveness of the Services is contingent upon the quality and completeness of the permissions, configurations, configuration files, data, and/or content provided by you.

2. Representations and Warranties.

2.1.You hereby represent and warrant: (i) where you access or use the App, you do so solely in your individual capacity, for your own personal, non-commercial purposes, and not on behalf of, or for the benefit of, any third party; (ii) that you are at least thirteen (13) years old and meet the minimum age required by the laws in your country to use the Services. If you haven’t reached the age of majority in your country, your parent or legal guardian agrees to be bound by these Terms on your behalf and permits your use of the Services. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph; (iii) that you have all consents, rights and authority to provide and submit any and all information provided and submitted by you to the Services, including any Customer Data (as defined below); and (iv) to use the Services in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws, and the terms and conditions of these Terms.

3. Fees.

Unless indicated otherwise, the Services are provided free of charge.

4. Intellectual Property Rights; License.

4.1.Other than Customer Data (as defined below), all intellectual property rights in the Services and any part thereof (including but not limited to all related software, materials, files, design, instructions or documentation provided by Provider (the "Documentation")), and any and all derivatives, changes and improvements thereof lie exclusively with Provider.

4.2.During the Term (as defined below) and subject to your compliance with these Terms, Provider grants you a non-exclusive, non-transferable, royalty-free, non-sublicensable, limited, revocable right to access and use the App, for your personal non-commercial use. Any rights not expressly granted herein are reserved by Provider and its licensors.

4.3.You shall not misuse the Services. Without detracting from the generality of the foregoing, you shall not, and shall not allow or assist any third party to (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Services or Documentation to any third party, or use the Services in any service bureau arrangement; (ii) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Services or any part thereof for any purpose or use it to build a competitive service or product; (iii) represent that you possess any proprietary interest in the Services, the Documentation or any part or derivative thereof; (iv) directly or indirectly, take any action to contest Provider's intellectual property rights or infringe them in any way; (v) use the name, trademarks, trade-names, and logos of Provider; (vi) remove the copyright, trademark and other proprietary notices contained on or in Provider's Services or Documentation; (vii) take any action that imposes or may impose (at Provider's sole discretion) an unreasonable or disproportionately large load on the infrastructure which supports the Services; (viii) interfere or attempt to interfere with the integrity or proper working of the Services; (ix) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Services or Documentation; or (x) copy any features, functions or graphics of the Services or use it to build a competitive product or service. You shall take no action, directly or indirectly, to register Provider's trademarks (or their variation), domain names, or copyrights in your own name and shall provide commercially reasonable assistance to Provider to prevent the occurrence of such activity by any third parties.

4.4.All intellectual property rights in any information, data, files or materials provided by you to the Services (the "Customer Data") lie exclusively with you or your licensors. For the avoidance of doubt, Customer Data does not include Feedback (as defined below).

4.5.During the Term you hereby grant to Provider a non-exclusive, royalty-free, worldwide, license to access, prepare derivative works and otherwise use Customer Data to (i) perform the Services; (ii) address security issues; and (iii) investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms.

4.6.Feedback. To the extent you provide us with any input, suggestions, comments, feature requests or other feedback to any of the Services (“Feedback”), you irrevocably assign to us any right, title and interest you may have in such Feedback, and we will own all rights in the Feedback and may freely use and incorporate the Feedback into the Services or any of our current or future products or services. You explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

5. Privacy.

5.1.Privacy Policy. Your use of our Services is subject to our Privacy Policy, available at https://brainalarm.randomizeteam.com/privacy, and incorporated herein by reference, as amended from time to time.

5.2.No Sensitive Data. You shall not submit to the Services any data that is protected under special legislation and requires unique treatment, including, without limitation, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in any other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA), as amended and supplemented, or any similar legislation in any other jurisdiction.

6. Warranty Disclaimer.

6.1.PROVIDER PROVIDES THE SERVICES AND DOCUMENTATION TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT. PROVIDER FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER DATA WILL REMAIN SECURE.

7. Limitation of Liability.

7.1.IN NO EVENT WILL PROVIDER'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR COSTS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED US$ 100. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

7.2.IN NO EVENT WILL THE PROVIDER BE LIABLE FOR PERSONAL INJURY, LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

7.3.THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7.4.THE FOREGOING LIMITATIONS WILL APPLY FOR THE BENEFIT OF PROVIDER, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD PARTY CONTRACTORS, AND WILL APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) HOWEVER THE DAMAGES ARE CAUSED (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE); (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Indemnification.

You will indemnify, defend, and hold harmless Provider, its affiliates, and their respective shareholders, officers, directors, employees, agents and third party contractors from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party arising out of or alleging that the Customer Data, or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or a third party’s privacy rights.

9. Term; Termination.

9.1.These Terms shall commence on the first time you access the Services or accept these Terms (whichever is the earlier) and, unless terminated as provided herein, shall remain in full force and effect while you use the Services (the "Term").

9.2.You may stop using the Services at any time. We may suspend your usage of the Services or terminate these Terms and your use of the Services if we suspect that you have violated these Terms. We will not have any liability and you shall not be entitled to any remedy with respect to any such suspension or termination.

9.3.Upon termination of these Terms or of your use of the Services, your right to access and use the Services will terminate immediately. You understand that any termination of these Terms or of your use of the Services may involve deletion of your Customer Data associated therewith from the Services. We will not have any liability whatsoever for deletion of your Customer Data. You may not rely on the App for backup or storage of the Customer Data, and we are not required to give you copies of the Customer Data.

9.4.All terms and provisions of these Terms which by their nature are intended to survive any termination or expiration of these Terms will so survive, including Sections 4 (Intellectual Property Rights; License), 5 (Privacy), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9 (Term; Termination), 10 (Open-Source Components), 13 (Governing Law and Jurisdiction; Class Action Waiver), 14 (Notices) and 15 (General).

10. Open-Source Components.

You acknowledge that certain software components of the Services (the "Open-Source Components") may be covered by third party open-source licence terms (the "Open-Source Terms"). If such Open-Source Terms prohibit any of the restrictions in these Terms, such restrictions will not apply to the applicable Open-Source Components. You will comply with all Open-Source Terms.

11. Modifications to the Services.

We may add, modify or discontinue any feature or functionality within the Services, at our own discretion and without further notice. We will not have any liability and you shall not be entitled to any remedy with respect to any such modification.

12. Modifications to the Terms.

These Terms may be subject to modifications, revisions or amendments, with or without notice, at our sole discretion. Notwithstanding the foregoing, if we make a material change to these Terms, we will provide you with notice as appropriate under the circumstances (e.g., by displaying a notice within the Services). We encourage you to review the Terms regularly. The date of the last revision is shown at the top of these Terms under “Last updated”. Your continued use of the Services after the changes have been implemented will constitute your acceptance of the changes.

13. Governing Law and Jurisdiction; Class Action Waiver.

13.1.These Terms are governed by the laws of the State of Israel, without regard to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the competent courts of Tel Aviv-Jaffa, Israel. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

13.2.WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND PROVIDER AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

14. Notices.

We will give you any notice with respect to these Terms or the Services by posting a notification within the Services (in the App or on the Website). Such notices will be deemed given upon the earlier of: (i) your first access to the Services after the notice is posted; or (ii) 24 hours after the notice is posted.

15. General.

These Terms constitute the entire agreement between Provider and you with respect to the subject matter hereof. You shall not transfer or assign your rights or obligations under these Terms to any third party. Provider may assign these Terms at its sole discretion. Any purported assignment contrary to this section shall be void. If any part of these Terms is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of these Terms or to exercise any rights or remedies under these Terms or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance.