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TERMS OF SERVICE

Welcome to Agado Live, a telehealth & remote wellness platform for practitioners and participants. The platform is owned and operated by Agado Live Ltd. (“Agado”, "we" and "our"), and includes Agado websites, web applications and mobile applications (the “Service”). The Service is available for practitioners who purchased the right to use the Service (the “Practitioner”) and their participants (“Participant”) (collectively, “Users”, “You”).

These Terms of Service (“Terms”) form a binding agreement between you and Agado, and they govern your use of the Service.

By registering to, accessing or using the Service in any other manner, you indicate that you accept and agree to these Terms and the Privacy Policy that is an integral part of them. If you do not agree to these Terms in their entirety, you must cease your use of the Service.

These Terms apply to the use of the Service through any means we support (including smartphones, tablets, personal computers etc.).

Here are the key points of these Terms. They are only brought for your convenience and do not substitute the full Terms.

  • By accessing or using our Service, you agree to be bound by these Terms.

  • Limited License. Subject to these Terms, we give you a limited license to use the Service.

  • THE SERVICE IS NOT AND SHOULD NOT BE REGARDED AS A SUBSTITUTE FOR MEDICAL OR OTHER PROFESSIONAL ADVICE, GUIDANCE, COUNSELING OR TREATMENT. ALWAYS SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL. IN CASE OF A MEDICAL EMERGENCY CALL YOUR LOCAL EMERGENCY DISPATCH CENTER.

  • Age Restrictions. The Service is intended and permitted only for Practitioners 18 years of age or older, and Participants 13 years of age or older. Additional age restrictions may apply in your country. If you are under 18 and you wish to use download, install, access or use the Service, you must get consent from your parent or guardian before doing so.

  • Acceptable use. Practitioners may use the Service for their individual and commercial use. Participants may use the Service for their individual and personal use. The Terms also define the acceptable and unacceptable use of the Service.

  • Account suspension. We may temporarily or permanently deny, limit, suspend, or terminate your account if you misuse the Service.

  • Privacy. We respect your privacy, as further explained in our Privacy Policy.

  • Intellectual property. All rights, title and interest in and to the Service, including all intellectual property rights, are owned by – or licensed to us. We do not own the content you provide but you grant us a license to use it.

  • Availability. We do not warrant or guarantee that the Service will operate without disruption, errors, or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access.

  • Disclaimer of warranty. Our Service is provided for use “AS IS”. We disclaim warranties and representations, either express or implied, with respect to the Service.

  • Indemnity. You will indemnify us if you misuse the Service.

  • Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW WE WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES.

  • Law & jurisdiction. Use of the Service is governed by the laws of the state of Israel and subject to the exclusive jurisdiction of its courts.

  • Contacting us. You may contact us with any question, request, comment, or complaint with respect to the Service or these Terms, at support@agadolive.com or through our contact form at: agadolive.com.

ABOUT THE SERVICE

The Service includes an active 2-way video system, allowing practitioners to conduct wellness and other sessions at scale, while also allowing the participants to enjoy feeling of 1:1 attention, movement correction, social interaction, etc.

You may only use the Service if you were assigned user credentials by us or by a Practitioner and as per the access permission granted to you or to the Practitioner.

THE SERVICE IS NOT AND SHOULD NOT BE REGARDED AS A SUBSTITUTE FOR MEDICAL OR OTHER PROFESSIONAL ADVICE, GUIDANCE, COUNSELING OR TREATMENT. ALWAYS SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL. IN CASE OF A MEDICAL EMERGENCY CALL YOUR LOCAL EMERGENCY DISPATCH CENTER.

REGISTRATION AND USER ACCOUNT

The Service is available for registered users only. Registration shall be made through the Service and can optionally be made also through a third-party provider account, such as Google or Facebook (“Third Party Provider Account”).

Upon registration, we explicitly indicate the fields for mandatory completion. You must submit only true, accurate and complete details for your registration. Incorrect or outdated information may prevent you from registering to the Service and impair our ability to provide you with the Service and to contact you.

USE OF THE SERVICE

Subject to these Terms, we hereby grant Practitioners who purchased the right to use the Service and subject to their payment for the Service, a worldwide, limited, revocable, non-exclusive, non-sub-licensable, non-transferable and non-assignable right and license, until the termination or expiration of these Terms, the termination of your Account or the deletion of the Service, to use the Service in accordance with these Terms, for their individual and commercial use, which includes granting their Participants access to the Service. Users may not use the Service for commercial or business purposes or for any purpose which was not explicitly permitted by these Terms.

To provide you with the Service, we will request permission to access the following components on your device: system clock, touch screen and keyboard, WiFi, cellular and geolocation components (country resolution only), camera and Audio/speaker settings.

You are prohibited from selling or transferring your Account or your login details – such as username and password - in any way to any third party.

You are fully accountable for any outcome that may result from your failure to provide true, accurate and complete details if you choose to sign-up to our Service directly or through a Third Party Provider Account. You are solely responsible and liable for all activities performed with or through your User Account due to breaching these terms or use.

PAYMENT FOR THE SERVICE

To gain access to the Service, Practitioner are required to purchase Packages allowing a bank of available hours for their Participants. Payment is available by credit card or through any other payment method as we may determine from time to time. Payments, bank hours plans and order related inquiries are operated on our behalf by third party payment providers, such as Stripe. A delay in payment exceeding 15 days may automatically result in the cancellation of your available bank hours and your Account. Unless otherwise mandated by law, all your payment obligations to Agado are non-cancellable and all amounts paid in connection therewith are non-refundable.

We reserve the right to change from time to time and in our own discretion the Service fees and the available bank hours plans. If we do so, we will notify you of such changes in advance, by sending an email message to the mailbox you provided during registration. Your continued use of the Service after we sent the notification will constitute your consent to the new Service fees or bank hours plans.

Fees we present on the Service are exclusive of taxes. To the extent that we are required by law to do so, you authorize us to charge you with the applicable taxes in accordance with tax laws. Please note that payment may therefore be subject to commissions charged by external service providers in accordance with their terms of service. You will bear sole liability for paying those commissions.

You can also send order related inquiries at any time by contacting us at billing@agadolive.com.

USER CONTENT, USER INTERACTION

You may upload, create, use, edit, share or otherwise provide content with other Users of the Service, such as your own live videos, recordings and leaderboard score. Content that you and other users upload, create, use, edit, share, or otherwise provide through the Service will be referred to as “User Content”.

We highly recommend that you take caution with the User Content you decide to publicly share, such as personal information that may breach your or others’ privacy. Once publicly shared, we cannot fully control third parties’ usage of the User Content.

You hereby warrant that you have all rights, license and authorizations to use and share the User Content, including from relevant third parties. 

We do not claim any ownership of User Content. However, you grant us a worldwide, royalty-free, non-exclusive, transferrable, sublicensable, assignable, perpetual and irrevocable license to process the User Content for our internal use, including developing broad improvements to the Service, and to create and compile aggregated data and/or statistics, for our internal use and other commercial purposes, provided that such aggregated data and statistics will not enable you or any living individual to be identified. User Content that you provide through the Service will be available to the Users of the Service that you decided to share it with.

You may find User Content not compatible with your expectations, unhelpful, erroneous, objectionable, annoying, improper, unlawful, or even immoral. We do not endorse or sponsor User Content, or confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability for User Content.

If you find User Content on the Service that violates these Terms, please let us know by contacting us at privacy@agadolive.com. We will review and determine the appropriate steps to take.

We may, but are under no duty to, review content made available through the Service. We may, in our sole discretion, temporarily or permanently delete or block access to User Content, if we find such content in violation of these Terms.

ACCEPTABLE USE OF THE SERVICE

You are solely responsible for all acts or omissions associated with your access and use of the Service and the access and use of the Service by anyone on your behalf.

Practitioners may not, in any way, use the Service if they are under 18, and Participants may not, in any way, use the Service if they are under 13. Participants who are under 18 that wish to use download, install, access or use the Service, must get consent from their parent or guardian before doing so.

When using the Service, you must refrain from –

  • Breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the Service;

  • Engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;

  • Interfering with, burdening or disrupting the functionality of the Service;

  • Breaching the security of the Service or identifying any security vulnerabilities in it;

  • Knowingly and intentionally providing and erroneous or malicious User Content;

  • Circumventing or manipulating the operation or functionality of the Service, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;

  • Abusing, harassing, threatening or intimidating other users of the Service;

  • Using or launching any automated system, including robots, crawlers and similar applications to collect or compile content from the Service, or in such ways that may impair or disrupt the Service’s functionality;

  • Impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity; or

  • Collecting, harvesting, obtaining, or processing personal information of or about other users of the Service.

  • Posting User Content which may be considered as -

    • Infringing or violating intellectual property rights of other parties, including copyrights, patents, trade secrets and trademarks;

    • Identifying minors, their personal details or their address and ways to contact them;

    • Software viruses, Trojan Horses, worms, vandals, spyware, ransomware and any other malicious applications;

    • Constituting a violation of a person's right to privacy or right of publicity; or

    • Threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable

  • You may not access or use the Service in order to develop or create a similar or competitive product or Service.

USER ACCOUNT SUSPENSION

In addition to any remedies that may be available to us under any applicable law, we may, upon notice to you, temporarily or permanently deny, limit, suspend, or terminate your User Account, prohibit you from accessing the Service and take technical and legal measures to keep you off the Service, if we determine, in our reasonable discretion that -

  • You abused your rights to use the Service;

  • You breached the Terms;

  • You performed any act or omission that violates any applicable law, rules, or regulations;

  • You have performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other Users of the Service;

  • You used the Service to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such act;

  • You deliberately submitted false information or have failed to comply with our requests for information regarding your identity; or

  • You have transferred your User Account to another person or entity;

  • You have failed to meet your payments obligations to Agado.

PRIVACY

We respect your privacy. Our Privacy Policy https://agadolive.com/privacy, which is incorporated to these Terms by reference, explains the privacy practices on the Service.

COPYRIGHT INFRINGEMENT

Requests to remove content due to copyright infringement must be made in accordance with our Copyright Policy available at: https://agadolive.com/copyright. After we receive a request to remove or re-post content on the Service, we will review the request and act as necessary.

INTELLECTUAL PROPERTY

All rights, title and interest in and to the Service and the Service’s software, including, without limitation, patents, copyrights, trademarks, trade names, Service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are owned by, or licensed to us. We do not claim ownership of your User Content.

You may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Service’s software, which is subject to intellectual property rights or other proprietary rights, either by yourself or by a third party on your behalf, in any way or by any means, including, but not limited to electronic, mechanical or optical means, without prior written authorization from us.

You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to our trademarks, Apps marks and logos. You must refrain from any action or omission which may dilute or tarnish our goodwill.

You may provide us with feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes, or additions to the Service that you would like to have, desire or suggest. When you do so, you assign all right, title and interest in and to that feedback to us, including the right to make commercial use thereof, for any purpose we deem appropriate, without charge. You are not entitled to receive any remuneration for our use of your feedback, you represent that the feedback is original or that you have any intellectual property rights necessary to make the submission without restriction. Further, you waive any past, present or future moral rights you may have in the feedback.

CHANGES IN THE SERVICE

We may maintain the Service with periodic releases of updates or upgrades. We will determine, in our discretion, the frequency and scope of such releases and you will have no plea, claim or demand against us or our directors, officers, employees, agents, advisors, consultants, subcontractors and assignees (collectively, our “Staff”), for any of these releases or the lack thereof.

We may also, at any time and without prior notice, change the layout, design, scope, features or availability of the Service. If you have a bank of available hours in the Service, we will only do so in a manner that does not materially diminish the performance or features available on the Service.

We may temporarily suspend the operation of the Service for maintenance purpose, and will aim to do so in a fashion that minimizes the impact on the users of the Service.

AVAILABILITY AND QUALITY

The availability, quality and functionality of the Service depends on various factors, including software, hardware, communication networks, and the quality of broadband/cellular/WiFi network connectivity, which are provided by third parties, at their responsibility. These factors are not fault-free.

WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS.

CHANGES TO THE TERMS

We may change these Terms, in whole or in part, at our own discretion and at any time, and will provide you a notification thereof through the Service. Your continued use of the Service after being informed of the changes to these Terms indicates your consent to them.

If you do not accept the amended Terms, we may terminate the Terms and your User Account. The latest version of the Terms and its effective date will always be accessible through the Service.

DISCLAIMER OF WARRANTY

THE SERVICE IS PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. WE AND OUR STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, YOUR USER ACCOUNT, ANY INTERACTION RELATED TO THE SERVICE AND ANY INTERFACE BETWEEN YOU AND THE SERVICE.

WE AND OUR STAFF DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY OR ACCURACY – REGARDING THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.

YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK. YOU HEREBY ACKNOWLEDGE AND BEAR ALL RESPONSIBILITY, RISKS, DAMAGES AND LOSS THAT MY BE RESULTED OF USING THE SERVICE.

LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR STAFF SHALL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, CONTRIBUTION, INDEMNITY, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE SERVICE, THE USE OF OR THE INABILITY TO USE THE SERVICE OR YOUR USER ACCOUNT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR FRAUD, THE TOTAL AND AGGREGATE LIABILITY OF AGADO AND ITS STAFF, FOR ANY AND ALL DIRECT DAMAGES ARISING FROM OF OR RELATED TO THESE TERMS OR THE SERVICE, IS LIMITED TO THE FEES YOU PAID US (IF ANY) IN THE TWELVE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO OUR LIABILITY.

INDEMNIFICATION

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, us and our employees, at your own expense and immediately after receiving a written notice thereof, from and against any damages, loss, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of and your Users use of, and access to, the Service in violation of any term of these Terms.

TERMINATION OF THESE TERMS

You may, at any time, terminate these Terms and your User Account by providing us written notice of termination to support@agadolive.com.

We may terminate these Terms and your license to use the Service by issuing you a notice of such termination. Upon termination of these Terms or your User Account, for any reason -

  • Your right to use the Service is terminated and you must immediately cease using the Service;

  • We reserve the right (but have no obligation) to delete all of your User Content and account data stored on our servers.

Sections in these Terms that by their purpose of nature should survive the termination of These Terms, will so survive.

APP MARKETPLACE

Your use of the Service may be subject to additional third-party terms and conditions that govern the App marketplace from which you downloaded the Service, such as Apple App Store (“Stores”). Apple and other operators (“Stores Operators”) are not responsible for providing you with the Service or any maintenance or support services with respect to it.

You and Agado agree and acknowledge as follows:

  • These Terms are concluded between yourself and us, and not the Stores Operators. The Stores Operators are not responsible for the Service. In the event of a conflict between these Terms and the Stores’ terms of service, the Stores’ terms of service shall prevail solely with respect to the conflicting provisions.

  • The license granted to you in the Service is a limited, non-transferable license to use the Service on any Stores Operators’ branded products that you own or control, as permitted by the Store Operators’ terms of service.

  • Stores Operators have no obligation to furnish any maintenance and support services with respect to the Service.

  • To the maximum extent permitted by applicable law, the Stores Operators will have no warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, will not be at the Stores Operators’ responsibility.

  • The Stores Operators are not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising from consumer protection or similar legislation.

  • In the event of any third-party claims that the Service or your possession and use of the Service infringes that third party’s IP Rights, the Stores Operators will not be responsible for the investigation, defense, settlement and discharge of any such infringement claim.

  • You must comply with applicable third-party terms when using the Service (e.g., you must not be in violation of your wireless data services agreement when you use the App).

  • The Stores Operators and their subsidiaries are third party beneficiaries of these Terms. Upon Your acceptance of these Terms, the Stores Operators will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

GOVERNING LAW

If you have a complaint about the Service or about Agado, please first contact us at support@agadolive.com, and we will carefully review and consider your complaint.

These Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the state of Israel. Any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, shall be submitted to the sole and exclusive jurisdiction and venue of the competent courts in the District of Tel-Aviv-Jaffa, Israel.

GENERAL

These Terms constitute the entire agreement between you and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements regarding the Service.

These Terms do not create any agency, partnership, employment, trustee, or other type of legal relationship between you and Agado, other than that of two independent contractual parties.

Failure on our part to demand performance of any provision in the Terms shall not constitute a waiver of any of our rights under the Terms.

You may not assign or delegate these Terms or any of your rights, performances, duties, or obligations hereunder. Any purported assignment or delegation, in contravention of the above, will be null and void. In the event of a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets, we may, upon notice to you and without obtaining your consent, assign and delegate these Terms, in their entirety, including all of our rights, performances, duties, liabilities and obligations contained herein, to a third party. With such assignment, transfer and delegation, we are irrevocably and fully released from all rights, performance, duties, liabilities and obligations under these Terms.

If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.

CONTACT US

At any time, you may contact us with any question, request, comment, or complaint that you may have with respect to the Service or these Terms, at support@agadolive.com.

Last updated: April 2023.

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