Thank you for using OffRa Health. The following describes the terms and conditions ("Terms") upon which OffRa Health, Ltd. (referred to hereinafter as the "Company", "OffRa" or "We") offers the right to access and use its proprietary mobile application (“Mobile App”) to you ("You" or "User"). These Terms represent a legal agreement between You and OffRa. By downloading, installing, and using the Mobile App, or by clicking the "I Agree" button below, You acknowledge that You have read, understood, and agree to be bound by these Terms. We reserve the right to update or modify these Terms from time to time and we will notify You of any such update or modification by publishing a new version of these Terms at within the Mobile App's settings, menu, or user profile/account. Updates may be made for legal, regulatory, or operational reasons, or to reflect changes in the features and functionalities of the Mobile App. Any modified version of these Terms will have immediate effect and Your continued use of the Mobile App will be deemed to constitute Your acceptance of the modified version of these Terms. We advise You to check for updates on a regular basis. Users who disagree with the updated Terms should refrain from using the Mobile App and may terminate and delete their account.

 

Terms and Conditions

 

1. License. Subject to the provisions set forth in these Terms, OffRa provides You with a limited, revocable, non-exclusive, non-sublicensable and non-transferable right to access and use the Mobile App. The Mobile App is intended for Your private use only. You agree not to use the Mobile App or any feature thereof for any purpose that is unlawful.

 

2. Intended Users. OffRa’s Mobile App and related services are intended for use by persons over the age of majority (as determined by applicable laws where such persons reside in: “Age of Majority”), unless We are provided with a valid parental or guardianship approval and consent, in accordance with the requirements of applicable laws. Under no circumstances should the Mobile App be used by persons under the Age of Majority. We will not knowingly collect personal information from any person under the Age of Majority unless as described herein, and at our sole discretion. If You discover that a child has been using the Mobile App without Your consent, or that someone has been using the Mobile App for or on behalf of Your child without Your consent, please contact us using the information below under “How to Contact Us” and we will take reasonable steps to delete the child’s information from our active databases. OffRa reserves the right to check its user base from time to time and remove users whom OffRa has grounds to believe are in fact minors, including without limitation, restricting those user accounts, or deleting them, as OffRa may deem appropriate.

 

3. Account.

 

3.1.User Information. Upon registration and use of the Mobile App You will be required to provide OffRa with personal information. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. OffRa’s use and process of such information shall be governed by the OffRa Privacy Policy. By using the Mobile App, You consent to the terms of the Privacy Policy. You further acknowledge and agree that any personal information related to your use of the Mobile App will be processed in accordance with OffRa Privacy Policy.

 

3.2. Username and password. To access and use the Mobile App, You will be required to register for an account by creating a username and a password. You will be responsible for maintaining the confidentiality of Your username and password. You must notify OffRa immediately upon becoming aware of any breach of security or unauthorized use of Your account. You are responsible for all activities or actions that occur under Your account.

 

4. Third Party Features. The Mobile App may contain services, features and functionalities linking You to, or providing You with, certain functionality and access to third party services and content, including using service providers for cloud infrastructure and hosting services. You acknowledge that OffRa is not responsible for such third-party services. If You have any problems resulting from use of any third-party services, or should You suffer data loss or other losses as a result of problems with any other service providers or any third-party services, OffRa will not be responsible, unless the problem was the direct result of its actions.

 

5.Restrictions. You agree not to (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the OffRa Technology (as defined below), or derive or attempt to create or derive, by reverse engineering or otherwise, the source code from any object code supplied hereunder, or permit any third party to do so; (ii) resell, lease, sublicense or distribute the OffRa Technology to any person; (iii) represent that You possess any proprietary interest in the OffRa Technology; (iv) use the name, trademarks, trade-names, and logos of OffRa; (v) sub-license Your right to access and use the Mobile App or otherwise provide access to the Mobile App to any third party; and (vi) use the Mobile App to provide third parties with managed services.

 

6. Intellectual Property Rights

 

6.1. OffRa Technology. All intellectual property rights, including copyrights, patents, trademarks and trade secrets in the Mobile App and any part thereof and any and all derivatives, modifications, enhancements, changes and improvements thereof (collectively, the “OffRa Technology”) lie exclusively with OffRa. No title to or ownership of any proprietary rights related to the OffRa Technology is transferred to You. All rights not explicitly granted to You under these Terms are reserved by OffRa.

 

6.2. OffRa Trademarks. All trademarks and all other marks, trade names, service marks, illustrations, images, or logos appearing in connection with the Mobile App are and shall remain, the exclusive property of OffRa and are subject to the protection granted by applicable laws.

 

6.3. Feedback. You acknowledge and agree that all feedback, comments, and suggestions for improvements to the Mobile App (“Feedback”) will be solely and exclusively OffRa’s property and You hereby irrevocably assign to OffRa all right, title, and interest that You may have in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.

 

7. Content

 

7.1.User Content. You hereby grant OffRa a limited, non-exclusive license to use, copy and reproduce any materials and data used or uploaded by You when using the Mobile App (collectively, the “User Content”) solely to the extent required to perform and improve the functionality of the Mobile App and to comply with applicable law. You acknowledge and agree that OffRa will not be liable for any User Content and any use thereof, including, without limitation, for any errors or omissions, or for any infringement of third party's rights, loss or damage of any kind incurred as a result of the use or display of any User Content. The User Content is and shall remain Your property and shall be used at Your sole and absolute responsibility. The Mobile App is not intended to be used as storage, backup or archiving services. It is Your responsibility to back up the User Content and You are responsible for any lost or unrecoverable User Content. You agree that OffRa may collect, and access aggregated, non-personally identifiable information about Your use of the Mobile App to provide support and maintenance and to improve OffRa's products and services, including following termination of these

Terms.

 

7.2. Warranties and Covenants. You hereby warrant, represent and covenant that: (i) the copying, uploading and use of the User Content does not infringe upon any third party's rights, including intellectual property rights and privacy rights; (ii) You fully comply with any third-party licenses, permits and authorizations required in connection with the User Content; (iii) the User Content does not contain any viruses, worms, Trojan horses or other harmful or destructive code or content; (iv) the User Content is not obscene, libelous, offensive, vulgar, pornographic, profane, or otherwise inappropriate as determined by OffRa at its sole discretion.

 

8. Disclaimer. You acknowledge that the Mobile App has not been approved by any regulatory authorities for use as a medical device or for any other regulated use, including without limitation, by the MoH, FDA, CE marking or any other regulatory authority. Any use of the Mobile App by you shall be performed at your sole responsibility and OffRa shall have no liability for any such use. Clinical value of the results obtained from using the Mobile App must be analyzed by You very carefully to avoid false diagnostics, research, or treatment. You hereby acknowledge that the Mobile App and any related services are not fault tolerant and are not designed, manufactured, or intended for use in any environment in which the failure of the Mobile App or any related services could lead to death, personal injury, or severe physical or environmental damage. The Mobile App may display or provide access to medical testing information obtained from third-party sources. This information is for informational purposes only and is not generated, verified, or controlled by OffRa and OffRa does not guarantee its accuracy, completeness, or reliability. The medical testing information is not intended as a substitute for professional medical advice, diagnosis, or treatment and You are advised to verify and cross-reference any such information with qualified medical professionals or other reliable sources.

 

9. Indemnification. You agree to fully indemnify, defend and hold OffRa harmless, its corporate affiliates and their respective officers, directors and employees immediately upon demand from and against all claims, demands, liabilities, damages, losses, costs and expenses, including reasonable attorney fees and legal expenses and other charges whatsoever, howsoever caused, that may arise as a result of: (i) any breach of these Terms by You; (ii) violation by You of any law or the rights of any third party. Without prejudice to any other rights in these Terms, if You breach any provision contained herein, OffRa reserves the right to take such action as it deems fit, including (but not limited to) terminating Your account, these Terms or any other agreement in place with You, terminating or blocking the services offered to you via the Mobile App or taking legal action against You.

 

10. Liability. OffRa’s sole liability and Your exclusive remedy for any breach of these terms shall be to use reasonable commercial efforts to remedy any such non-conformance, provided that (i) You are not otherwise in breach of these Terms, and (ii) You have reported to OffRa the claimed failure promptly upon discovery. The express warranty and obligations specified in this Section shall not apply if the Mobile App or any part thereof (a) were altered, modified, or adjusted in any manner by You or a third party not under OffRa's control, without OffRa's prior written consent, or (b) were not used, operated or maintained in accordance with these Terms, or (c) fail to function due to a malfunction of a third party's hardware, software or connectivity .

 

11. Disclaimer of Warranties. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, OFFRA PROVIDES THE USE OF THE MOBILE APP TO YOU ON AN “AS IS” BASIS AND MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE MOBILE APP AND ITS CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES FOR MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. OFFRA DOES NOT WARRANT THAT THE MOBILE APP OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. OFFRA DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE MOBILE APP AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT OFFRA WILL HAVE ADEQUATE CAPACITY FOR THE MOBILE APP AS A WHOLE OR IN ANY GEOGRAPHIC LOCATION. IN NO EVENT SHALL OFFRA, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS ,OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT ON THE MOBILE APP OR THE MOBILE APP ITSELF.

 

12. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL OFFRA BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OFFRA’S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS OR THE MOBILE APP SHALL NOT EXCEED USD 1,000.

 

13. Term; Termination. OffRa reserves the right to terminate or suspend Your account and access to the Mobile App at its sole discretion, with or without cause. OffRa may provide notice of termination, specifying the reasons for such termination. You may terminate these Terms by discontinuing use of the Mobile App and deleting Your account. OffRa recommends exporting or saving any important data before terminating Your account. Upon termination, regardless of the reason, You acknowledge and agree that OffRa may permanently delete Your account and all associated data. Sections related to confidentiality, data ownership, and limitation of liability shall survive the termination of these Terms.

 

14. Miscellaneous. The Terms, sets forth the entire understanding between You and OffRa with respect to the subject matter herein, and supersedes all prior and contemporaneous written agreements and discussions concerning the subject matter of the Terms. The failure of either party to enforce at any time the provisions of these Terms shall not be interpreted to be a waiver of such provisions or of the right of such party to enforce each and every such provision. No waiver or modification of these Terms shall be valid unless in writing signed by each party. These Terms is governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of laws. Any and all disputes and controversies arising out of or in connection with these Terms shall be brought exclusively before the competent courts in Tel Aviv, Israel. If any provision of these Terms is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of the Terms shall not be affected. All notices given under the Terms shall be in writing and shall be deemed to have been duly given: when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if sent by email during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail. You may not assign your rights under these Terms to any third party. Any purported assignment contrary to this section shall be null and void.

 

If You have any questions, comments, requests, or concerns related to these Terms, please contact us at:chen@offra.health

 

These Terms were last updated on January 7, 2024.

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