General Terms of Use

Updated January 2019

Welcome to the Consumer Physics Family!

Overview. Thank you for choosing our product, the SCiO Molecular Sensor ("SCiO" or "Product") and its related services which include, among others, all associated applications, web-sites, cloud services, developer and researchers toolkits and SDKs (jointly called the "Services"), provided by VeriFood Ltd. ("Consumer Physics").

By using SCiO and/or the Services, you agree to the following terms and conditions ("Terms") on behalf of yourself and/or the entity you represent, and you represent and warrant that you have the right, authority and capacity to accept and agree to these Terms on behalf of yourself and/or the entity you are representing. You further represent that you are of sufficient legal age in your jurisdiction or residence to use or access the SCiO and/or the Services and to enter into this agreement. Please read and review the Terms carefully. If you do not agree with any of the provisions of these Terms, you should not use SCiO and/or the Services.

Relation to Other Agreements. Your purchase and use of thr SCiO is governed by the Limited Warranty provided with the SCiO and the warranty herein. Related software is licensed and governed by the End User License Agreement ("EULA") and our Privacy Policy. Additional agreements may apply to certain Services (such as, but not limited to, the Developer Tool Kit (DevKit)).

By using SCiO and/or Services, you agree and acknowledge that you are required to follow and abide by you are required to follow and abide by any and all agreements, guidelines and policies, current and future, made available to you (whether through our website or otherwise) within the scope of using SCiO and/or Services.

Using the Services

Third Party Products and/or Services

Content That You Contribute

Ownership and Intellectual Property

You acknowledge that other than otherwise stated herein, all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Product, Software, and Services are owned by Consumer Physics or its affiliates or our licensors. Your possession, access, and use of the Product, Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Consumer Physics and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

You may not use content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of Consumer Physics.

You may choose to, or Consumer Physics may invite you to submit comments, suggestions, or ideas about the products or Services, including how to improve the products or Services (“Ideas”). By submitting Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Consumer Physics under any fiduciary or other obligation. You hereby assign to Consumer Physics all rights, title and interest in such Ideas, including all intellectual property rights therein.

You agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services.

If we suspect from the use of Consumer Physics' products or Services that your account is in violation of local or international laws regarding copyright infringement, according to the local laws of your country of residence, or the location of our data servers, we reserve all rights, including the right to terminate your account.

If you suspect a Consumer Physics user is violating your copyright, trademark, or patents in connection with its use of the Services and you wish to notify us, contact us via support@consumerphysics.com.

Indemnity

To the maximum extent permitted by law, You agree to defend, indemnify and hold Consumer Physics and its licensors and suppliers harmless from any claims, actions, suits or proceedings, as well as any and all losses, damages, liabilities, costs and expenses (including attorneys' fees) made by any third party due to or arising out of (i) your use of any product or Services, (ii) your violation of these Terms, or (iii) your violation of any law or the rights of any third party. Consumer Physics reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Consumer Physics and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Consumer Physics' prior written consent. Consumer Physics will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Privacy

Please review the PRIVACY POLICY. The Consumer Physics PRIVACY POLICY details how we treat your personal data (including, without limitation, Content) and how we protect your privacy when you use our products and Services. By using any or all of Consumer Physics' Services, you declare that you agree that Consumer Physics has the right to use the data and Content you provide in accordance with these Terms and our PRIVACY POLICY.

Security

Consumer Physics cares about the integrity and security of your personal information. However, Consumer Physics cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Modifying, Updating and Terminating our Products and/or Services

Consumer Physics is a technology innovator and as such, we constantly change, improve, modify and redefine our products and Services. Consumer Physics reserves the right to modify, redesign, stop, suspend, take offline, or add products and Services at any time.

As a user, developer or researcher, you are free to stop using Consumer Physics' Services at any time. Consumer Physics may also stop providing Services to you, or add, create, modify or redesign the limits to our products and/or Services at any time.

Should Consumer Physics discontinue a product or Service, where it is reasonably possible, we will give you reasonable advance notice and an opportunity to retrieve your data from that Service where possible. Beta versions of Consumer Physics products such as the V1.0 Versions of Consumer Physics' Researcher and Developer Kits may not be compatible with future product versions. Data collections and samples created with these versions may not be retrievable or transferable to future Consumer Physics product builds.

Service Availability

Consumer Physics will make efforts to ensure the Consumer Physics' cloud is up and running at all times. However the Services are not intended to be reliable or available 100% of the time. Consumer Physics takes no legal, financial or other responsibility for the any damages caused by the failure or delay of the Services.

Consumer Physics' Warranties and Disclaimers

Consumer Physics prides itself on the skill and competency level of our engineering team and staff. We hope you enjoy our products and Services. However, we are all human, so we cannot promise perfection. We can promise to do our best and strive to deliver a commercially acceptable level of product with every release.

IN ADDITION TO THE TERMS HEREIN, THE WARRANTY FOR THE PRODUCT AND SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY AND THE END USER LICENSE AGREEMENT, RESPECTIVELY. COMPLETE DETAILS OF THE WARRANTY AND RETURN PROCEDURES ARE AVAILABLE AT CONSUMER PHYSICS' INTERNET WEBSITE.

CONSUMER PHYSICS DOES NOT MAKE COMMITMENTS ABOUT THE CONTENT WITHIN THE PRODUCT AND/OR SERVICES, OR THE SPECIFIC FUNCTIONS AVAILABLE IN EACH OF OUR SERVICES. WE DO NOT WARRANTY THEIR RELIABILITY, AVAILABILITY, OR THEIR ABILITY TO MEET YOUR NEEDS. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND EXCEPT WHERE PROHIBITED BY LAW, CONSUMER PHYSICS EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

THE MATERIAL ASSESSMENTS AND OTHER ANALYSIS PERFORMED BY OUR SERVICES ARE PERFORMED ON A BEST-EFFORT BASIS, AND ARE NOT GUARANTEED TO BE CORRECT OR ACCURATE.

CONSUMER PHYSICS MAKES NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR WILL BE ACCURATE OR RELIABLE.

LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS AND ANY LIMITATION OF LIABILITY PROVIDED ELSEWHERE, IN NO EVENT WILL CONSUMER PHYSICS NOR ANYONE ON ITS BEHALF BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF CONSUMER PHYSICS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

CONSUMER PHYSICS' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO CONSUMER PHYSICS OR ITS AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. CONSUMER PHYSICS DISCLAIMS ALL LIABILITY OF ANY KIND FOR ACTS OR OMISSIONS OF CONSUMER PHYSICS' LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL CONSUMER PHYSICS BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

Fees and Payment

Certain aspects of the Services may be provided for a fee. You shall pay all applicable fees, in connection with such Services selected by you. Consumer Physics reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on our web site. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder for Services are non-refundable.

General

Consumer Physics reserves the right to modify these Terms and any and all additional terms and conditions that apply to our products and Services.

We encourage you to review the Terms regularly and will notify you of any modifications by posting updated documentation on our website.

If for any reason you do not agree to the modifications made to a particular Term for a particular product or Service, you should discontinue your use of that product or Service before the change becomes effective as per the timeline provided (Immediate effect for legal changes, 5 days from post date for other changes).

If at any time, there is a conflict between the general Terms listed here and the specific or additional terms and conditions provided for a specific service or product, the specific or additional terms and conditions will be in force in such a case.

As part of your ongoing usage of the products and/or Services, Consumer Physics reserves the right to send you updates, service announcements, pertinent account messages and other information as we deem appropriate. Some of this communication may be optional and your account can be configured to your specifications.

All of the above Terms control the relationship between Consumer Physics and you. They are personal, do not create any third party beneficiary rights and are not assignable, saleable or otherwise transferable by you. These Terms may be assigned by Consumer Physics without restriction. These Terms govern your access and use of the SCiO and Services. You may have additional legal rights, which may vary from jurisdiction to jurisdiction. The disclaimers, exclusions and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. If your jurisdiction does not allow some of these provisions,. such provisions shall not apply to you, but only to the minimal extent required to be compliant.

Consumer Physics products and Services are diverse, and may, occasionally, require additional terms or requirements (including, without limitation, age or location requirements) to apply. Additional Terms may be made available with each specific product or Service to which they pertain. If you choose to use additional Consumer Physics' products and/or Services, the additional Terms for each product or Service will become part of your agreement with Consumer Physics, if you use them.

Consumer Physics reserves the right to alter product and Services offerings, specifications, and pricing at any time without notice.

The laws of the State of New York, U.S.A., excluding conflict of laws rules, will apply to any disputes arising out of or relating to these terms or our products or Services. If any particular Term is found by law to be unenforceable, that does not limit, impact or render null any other Term. Failure to comply with any or all of these Terms is ground for immediate cancellation of your account. Consumer Physics retains the right to take action against such account violations at any time

Disputes and Arbitration

Contact us first. If a dispute arises between us, our goal is to learn about such dispute and address your concerns. You agree that you will notify Consumer Physics about any dispute you have with Consumer Physics regarding these Terms or our products or Services by contacting Consumer Physics at least ninety (90) days before commencing any legal action under these Terms.

Binding Arbitration. You and Consumer Physics agree to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services to binding arbitration rather than by filing any lawsuit in any forum other than set forth in this section. Further you agree arbitration is final and binding. You also waive your right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made. This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to your use of the Service

Arbitration Procedures. You must first present any claim or dispute to us by contacting Consumer Physics to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 90 days after presenting the claim or dispute. Consume Physics may request arbitration against you at any time after it has notified you of a claim or dispute. The arbitration of any dispute or claim shall be conducted in accordance with the then current and applicable rules of the American Arbitration Association as modified by these Terms. The place of any arbitration will be New York, New York, USA, and will be conducted in the English language. Claims will be heard by a single arbitrator. The arbitrator may not award relief in excess of or contrary to what these Terms provide, order consolidation or arbitration on a class wide or representative basis, award punitive or consequential damages or any other damages aside from the prevailing party's actual damages except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither you, nor Consumer Physics nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

No Class Actions. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general).

Fees and Expenses. All administrative fees and expenses of arbitration will be divided equally between you and Consumer Physics. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration hearing

YOU MUST CONTACT CONSUMER PHYSICS WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.

This arbitration clause shall survive termination of these Terms.

Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, Consumer Physics may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

Need to contact us? Visit us at support@consumerphysics.com

Copyright and Trademark Notice: All contents herein are Copyright © 2015 by Consumer Physics. All rights reserved, unless indicated otherwise. All trademarks, logos, and service marks displayed are the property of Consumer Physics or of their respective holders. No use should be made thereof without the prior consent of Consumer Physics.