Somatix Terms of Service

August, 2015

The following Terms of Service and is an agreement between you and Somatix Inc. (either “Somatix”, “we” or “us“)  and shall govern your use of the Somatix SmokeBeat Application (the: ”App”)   and any other current and future Somatix services and tools (collectively, the “Service”).

BY ACCESSING, USING OR INTERACTING WITH THE SERVICE, YOU SIGNIFY ELECTRONICALLY THAT YOU AGREE TO THESE TERMS AND TO THE SOMATIX PRIVACY POLICY(available at  Privacy Policy  AND ANY OTHER LEGAL NOTICE MADE AVAILABLE THROUGH THE SOMATIX WEBSITE OR THE APP (COLLECTIVELY AND SEPARATELY REFERRED TO AS THE “SOMATIX TERMS OF SERVICE”). If you do not agree, do not use the Service.

About the Service. Our App is intended for general audiences and for personal use only. It helps you better understand your smoking habit in order to more effectively change your behavior, reduce smoking and quit. The App collects information from your wearable device, analyzes it and induces you to change your smoking habits.  The Service is a consumer service and is not designed to be used in connection with commercial activities by you.

No Medical Advice. Somatix provides the Services for informational purposes only. The Service should not be interpreted as, medical advice or opinion and should not be used as a substitute for medical advice, diagnosis or treatment. If you require medical advice or services, you should consult your doctor or physician. Your use of the Services does not create a doctor-patient relationship between you and Somatix.

You hereby agree that, before using the Services, you shall consult your physician. Reliance on any content or other information provided on or through the App, by Somatix or any third party is at your own risk and Somatix assumes no liability thereof.

Hardware and software requirements:  In order to use Service, you must have a compatible wearable smartwatch or wristband (the: “Wearables”), computing and mobile devices, access to the Internet and mobile messaging and data services, and certain necessary software. Obtaining such hardware and software may entail costs on you, as well as wireless, data or text messaging charges which may apply.  Check with your carrier to verify whether there are any such fees that may apply to you.

By accessing the Services through the App which was downloaded from an app store such as Google Play or the Apple App Store (the: “App Store”) or similar, you acknowledge, agree and accept that: (i) This Agreement is between Somatix and you and the App Store is not a party to this Agreement;  (ii) The App Store has no responsibility for the App or the content of the App; and (iii)  Your use of the App must be in compliance with the App Store’s  Terms of Service.
Changes to the Service. The Somatix Services or any part may be changed, updated, added to, limited or terminated, at any time, temporarily or permanently, without notice, for any reason or no reason by Somatix in its sole discretion (“Updates“). You agree to bear the risks of and hold Somatix harmless for any and all effects that the Updates may have on you and your ability to use the Somatix Services, in whole or in part.

Registration. You agree that you will provide true, accurate, current and complete information about yourself as part of the App registration process and that you will maintain and promptly update your information to keep it true, accurate, current and complete.

Password Protection. Before completing your registration process you may be required to create a password. The holder of a SmokeBeat account and password has the ability and discretion to edit the user details provided in the user profile for such account. For this reason as well as for other reasons it is very important to choose a difficult password, to keep your password in a safe place and to use updated anti-virus software. It is your responsibility to keep your password and username secure and you are fully responsible for all activities that occur under your password or account. We are not liable for any loss or damage arising from your failure to comply with this section.

Privacy Policy. The Somatix Privacy Policy explains the practices that apply to your information when you use the Service. Your ongoing use of the Service signifies your consent to the Privacy Policy. You can review the Privacy Policy by clicking on the Privacy Policy available at http://www.Somatixinc.com/ privacy.html link located on the home page of the Service.

Children under 13. Our Application is intended for use by persons 18 years of age and older. Under no circumstances should the Application be used by children under 13 years of age. We do not knowingly collect, use, or disclose personal information from children under the age of 13 and do not wish to do so. If you are under 13 years of age, do not use the Service and do not provide any personal information to us. In the event that it comes to our knowledge that a person under the age of thirteen (13) is using our site and/or Services, we reserve the right to prohibit and block such user from accessing our site and will make all efforts to promptly delete any personal information.

License to Use the Service. We grant you a personal, non-exclusive, non-transferable, limited and revocable license to download and install the App and to use the Service subject to the terms of this Agreement. You may not use the Service in a manner that exceeds the rights granted for your use of the Service and its content. Without limitation of the foregoing, you may reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, make derivative works or otherwise distribute the App or the content provided therein without our prior written consent. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the App or the Service. Your license terminates immediately upon cancellation or termination of your account or if we believe you are in violation of these Terms of Service. You agree that any licensor or provider of the content or information to  the Service is a third party beneficiary of this Agreement (“Licensor”), and that such Licensor will have the right to enforce such provisions in its own name, whether at law or in equity, to the same extent as if such Licensor was a party to this Agreement. You agree that you will not raise lack of privity as a defense against any Licensor seeking to enforce the provisions of this Agreement.
Your Responsibilities. You may use the Service for lawful purposes only. You are responsible for all activities under your account, including all legal liability incurred from the use of your Somatix account by you or others. You agree that you will not access or use the App, the Service or the information and content provided therefrom, or otherwise engage in any conduct that:

  • violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
  • is unlawful;
  • uses technology or other means to access the Service or content that is not authorized by us;
  • use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” to access the Service or content;
  • attempts to introduce viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • attempts to gain unauthorized access to our computer network or user accounts;
  • harvest information about our users for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. You may not induce or allow others to use the Service to violate the terms of this section.
  • encourages conduct that would constitute a criminal offense, or that gives rise to civil liability; offers, promotes or encourages betting or wagering prohibited by law;
  • violates this Agreement, guidelines or any policy posted on the Service;
  • attempts to damage, disable, overburden, or impair our servers or networks; or
  • interferes with any other party’s use and enjoyment of the Service.
  • Publish misrepresentations and misleading information including, without limitation with regard to any medical advice or health information.

You agree that we may take any legal and technical remedies to enforce these Terms of Service, including without limitation, immediate termination of your account or access to any Service if we believe in our discretion you are violating these Terms of Service.

Proprietary Rights. Somatix owns all intellectual property in the Somatix Services, the App and the proprietary Somatix databases, including but not limited to Somatix components and algorithms. You may not modify, publish, transmit, display, participate in the transfer or sale of, create derivative works or in any way exploit the content of the Somatix Services or any portion of it. Except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the Somatix Services without the express permission of Somatix. No portion of the content on the Somatix Services may be stored in a computer except for personal and non-commercial use.

Somatix, SmokeBeat and the Somatix Logos and/or other Somatix products referenced herein are trademarks and/or servicemarks of Somatix Inc. Other products and companies’ names or marks may be the trademarks or servicemarks of their respective owners. No license is granted to you in this Agreement, either expressly or implicitly, to use any trademark, servicemark, names, or logos of Somatix.
Materials You Send or Post. While you retain ownership of all right, title, and interest in any information, documents, content, images, photographs or other material (“Material“) sent to Somatix or posted to the Services, by sending or posting such Materials you hereby grant Somatix, its affiliates, subsidiaries, assignees, licensees, and legal representatives an irrevocable, perpetual, worldwide license to use, reproduce, edit, market, store, distribute, have distributed, publicly and privately display, communicate, publicly and privately perform, transmit, have transmitted, create derivative works based upon, and promote the Materials (as such may be edited and modified by Somatix in its discretion) through the  Services and such other products or services as Somatix may designate in any medium now known or hereafter devised, for editorial, commercial, promotional and all other purposes.

You agree that you will not upload, post, submit or send any Materials through the Services that: (1) is offensive, harmful, vulgar, sexually explicit, or unlawful; (2) you don’t have a right to transmit under any law, including but not limited to Materials that infringes patent, trademark, trade secret, copyright or other proprietary right or violates any right of privacy or publicity; (3) contains software viruses or any other computer code that may be harmful to Somatix or to Internet users in general; (4) is unsolicited advertising, promotional materials, or any other forms of solicitation; (5) impersonates in any way any person, entity or  Somatix official,; (6) collects or stores personal data about other users in any way or form or solicit or harvest passwords or screen names; or (7) is confidential, secret or proprietary information belonging to someone else

Somatix reserves the right and the sole discretion to refrain from publishing on the Services and to delete or remove from the Services any Materials posted or sent, by any user or any part thereof.  You acknowledge that you (and not Somatix) are solely liable for any damage resulting from infringement of copyrights, proprietary rights or any other intellectual property rights, or any other harm or damage arising from your submission and Somatix’s display of any Materials. You hereby hold Somatix harmless from and against any third party claim arising from use of the Materials.

Content Provided by Third Parties ; Advertisers. The Service may include content provided by third parties and/or links to third party websites, including links provided as automated search results and links to certain related products or services. These links are provided by Somatix only as a convenience.  Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. We do not endorse these third party sites or services. We are not responsible or liable for any content, the products or services, or other materials on these third party sites. SOMATIX DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE SERVICE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT PROVIDED BY A THIRD-PARTY BY MEANS OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL SOMATIX BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES OR TRANSMITTED TO OR BY ANY THIRD-PARTY.

You agree that the Service may be supported by advertising. Somatix does not endorse any service or product that may be offered by any third party advertising through the Somatix Services. Any dealings that you have with advertisers found on the Service are between you and the advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against an advertiser.

You agree to use the Services at your sole risk and that Somatix shall have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.

Other Software and Open Source Code. Portions of some of the Services may have been created using third party software or code including through various open source projects. In such cases, the licenses and availability of source code for such components are specified in a copyright notice document or in other documents delivered with or linked from such Software.  For information about third party software or source code, , please contact info@somatixinc.com.

Procedure for Making Claims of Copyright Infringement. We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, you may file a copyright infringement notice with us. If you are unsure whether there has been an infringement of your copyright in the work, we suggest that you seek legal advice before reporting the material to Somatix or sending us a counter-notice. This “notice and takedown” process is regulated by statute. The infringement notice sent to us will be forwarded to the user who provided the allegedly infringing material. There may be negative consequences if you falsely allege copyright infringement or report material to Somatix in bad faith, including liability for damages.

If you choose to file a copyright infringement notice, the notice should be in writing and include the following: (1) A description of the copyrighted work that you claim has been infringed, which should include the type of work and any relevant further details (such as the title and date of publication, as applicable);(2)Identification of the material that infringes the above copyrighted work. Please provide us with an exact URL of this material; (3) A statement that you believe in good faith that the use of the material in our site is not authorized by the owner of the copyright, including a description of the way in which the copyright material has been infringed; (4) The country or countries to which your copyright applies; (5) A statement by you, made under penalty of perjury, that all the information in your notice is accurate and that you are authorized to act on behalf of the infringed copyright owner; (6) A way to get back to you- email address and telephone number; (7) Your physical or electronic signature.

You can submit your complaint by sending an email to info@somatixinc.com, or by sending your request to our physical address:
Attn: Copyright Officer
Somatix Inc.
6 Galgalei ha-Plada St
POB 12902
Herzelia 4673324

Charging Policies. Generally, the Somatix Services are provided to you free of charge. Please note that when using Somatix Services on mobile devices you may be charged by your cellular operator for data or access to the Internet.  Therefore, please check with your cellular provider of any charges that will apply when using the Somatix Services through your mobile device.

Support. You understand that your use of the Somatix Services is at your own risk and that Somatix provides no assistance other than the information posted on the Somatix Web site (www.somatixinc.com). Somatix is under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements any Somatix Service.

DISCLAIMER. WE PROVIDE THE SERVICE “AS IS” AND WITH ALL FAULTS. WE MAKE NO REPRESENTATIONS WHATSOEVER OR ANY WARRANTIES WITH RESPECT TO THE INFORMATION, MEDICAL, HEALTH, LIFESTYLE OR OTHER PROVIDED THROUGH THE SERVICE.  YOU ARE USING THE SERVICE AT YOUR OWN RISK. WE, OUR EMPLOYEES, CONTRACTORS, LICENSORS AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE SERVICE IS FREE OF DEFECTS AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT ALL DATA WILL BE SUCCESSFULLY OR SECURELY UPLOADED AND STORED ON THE SERVICE, OR THAT IT WILL MEET YOUR REQUIREMENTS. WE DISCLAIM THE IMPLIED WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, RELIABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, WE, OUR EMPLOYEES, CONTRACTORS, LICENSORS AND DISTRIBUTORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, PROFITABILITY OF THE SERVICE, RELIABILITY, SUCCESS IN AIDING YOUR CESSATION OF SMOKING OR OTHER UNHEALTHY HABITS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

RISK ASSUMPTION. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE WEBSITE, APP AND SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY SOMATIX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.

LIMITATION OF LIABILITY. WE, OUR LICENSORS AND DISTRIBUTORS HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR PARENT, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, PARTNERS, AGENTS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, CORRUPTION OF DATA, COMPUTER FAILURE OR MALFUNCTION. YOUR SOLE REMEDY WITH RESPECT TO ANY DISPUTE WITH US OR THE SERVICE IS TO CANCEL YOUR USE OF THE SERVICE.
Indemnification. You agree to defend, indemnify, and hold harmless us and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

International Use. We make no representation that the Service is appropriate or available for use in the country, geographic area or jurisdiction where you are located. You are responsible for compliance with local laws when you access and use the Service.

Choice of Law and Location for Resolving Disputes. You agree that the laws of Israel govern this contract and any claim or dispute that you may have against us, without regard to its conflict of laws rules. You further agree that any disputes or claims that you may have against us will be resolved by a court located in Tel-Aviv and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Severability and Integration. The Somatix Terms of Service and any supplemental terms, policies, rules and guidelines posted on the Service constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Termination. Your right to use the Service automatically terminates if you violate these Terms of Service or any rules or guidelines posted in connection with the Service. We also reserve the right, in our sole discretion, to terminate your access to all or part of the Service, for any reason, with or without notice.

Changes to the Terms of Service. Somatix may change from time to time, the Somatix Terms of Service. You agree that your use of the Service beyond a period of 14 days after a notice of such change has been provided on the Somatix network or Web site for the first time, shall constitute your consent to the new or revised Somatix Terms of Service.

Rights and Remedies. You acknowledge that the Somatix Services contain Somatix proprietary and confidential information, and that disclosure of such information or misuse of the Somatix Services will give rise to irreparable injury to Somatix, inadequately compensable in damages. Accordingly, Somatix may seek and obtain injunctive relief against such disclosure or misuse or threatened such disclosure or misuse, in addition to any other legal remedies that may be available.

Electronic Delivery Policy and Your Consent. You acknowledge that you are agreeing to these terms online and electronically. You authorize us to provide you with required notices, agreements and information concerning the Service electronically. Somatix may send you (i) notices about your use of the Somatix Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information to an e-mail address provided by you on or through any of the Somatix Services.

We will provide you our notices either by sending them to the e-mail address that you give to us, text messages to your phone,  or by posting the notices on the home page of the Service or on the relevant web page of the applicable service. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of the Service. You acknowledge that the various notes, notices and warnings available on the Somatix Services, are provided as a convenience only. The inclusion of such does not constitute an obligation on Somatix to provide such notes, notices and warnings in other places or features of the Somatix Services.

Survival. The provisions of this Agreement addressing restrictions on use, disclaimers of representations and warranties, indemnity obligations, intellectual property, Premium Services and governing law shall survive the termination of this Agreement, your use of the Somatix Services, and your use of or access to Premium Services.

Construction. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Transfer of Rights. Somatix may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, and successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. For example, and without any limitation, you shall not transfer, assign, sell or offer for sale Somatix numbers, nor purchase or receive such Somatix numbers from any third party.

Headings. The headings and captions used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this agreement.

Copyright (c) 2015 Somatix Inc.. ALL RIGHTS RESERVED

© Somatix Inc. 2015. All Rights Reserved