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Terms of Service

Welcome to Zemely!

The Zemely platform is dedicated to helping you make better health choices so that you can live a happier life. These Terms of Service (“Terms”, “Terms of Service”, “TOS”) sets forth the binding legal agreement between you and Zemely (the “Site”), operated by Zemely Inc. (“Zemely”, “us”, “we”, or “our”) for the use of the Zemely software application (the “Software”) and the services provided through the Software (together with the Software, the “Service”). As a subscriber to our Service (a “Subscriber”), you may use and access the Service that you have enrolled in, subject to your compliance with the terms and conditions set forth in the TOS. By using the Service, you represent that you are not a person barred from receiving or accessing the Service under the laws of the United States and Canada, you are at least eighteen (18) years of age, that you possess the legal right and ability to agree to, abide by, and be bound by this TOS. Please read these TOS carefully before using the Service.

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Site. By accessing or using the Site you agree to our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action. If you do not agree to these terms and conditions, in whole or in part, please do not use the Site.

Our Services: Our Services may include, without limitation - i) access to information, text, graphics, photos, resources or other materials appearing on the Zemely platform, or in any aspect of the Services (the ‘Content’), including education Content relevant to your health goals; ii) the ability to create, upload, transmit, display and access user submissions; iii) the ability to interact with our relevant personnel; iv) the ability to request your health information to share with other healthcare providers, friends, or family so that they can understand how you use the Zemely platform; v) access to other information about us and our products and services through the Site and any other features, content or applications that we may offer from time to time.

Subscriber: As a Subscriber, you will be required to register to establish an account with us in order to access the Service and your account. When you register, you agree to (a) provide true, accurate, current and complete information about yourself, and (b) maintain and update your information to keep it true, accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, Zemely shall have the right to immediately terminate your account and your use of the Service and to delete your Zemely Communications (as defined below).

As a Subscriber, you will be able to access, through your account, communications and messages (“Communications”) transmitted by you. Any information provided or transmitted through the Service will become part of your Zemely Communications. You agree to provide accurate and thorough information for your Zemely Communications. All information, data, content, text, pictures, video, communications and other content that you transmit, upload, post or otherwise provide to us in using the Service (collectively, “Content”), as well as the contents of your Zemely Communications is subject to our Privacy Statement, that can be found within the Zemely Software application.

When using the Site, you agree to abide by common standards of etiquette and act in accordance with the law, as described further in our "Acceptable Use Policy" as mentioned below.

You may close your account at any time by going to account settings and disabling your account. We may permanently or temporarily suspend your use of the site or the service at any time for any reason, without any notice or liability to you. We may terminate your account at any time for any or no reason, including if you violate any Zemely policy (including the Acceptable Use Policy. or Prohibited Products Policy). Upon termination of your use of the service, certain provisions will survive termination: your content, and other materials, which include but are not limited to photos, messages, comments, to-do lists, schedules, orders, tracking, etc.

We welcome your feedback and suggestions about how to improve the Site. By submitting feedback in this or in any other manner to us, you agree to grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, without any restriction or compensation to you.

Subscriptions : Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Zemely Inc. cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Zemely Inc. customer support team.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Zemely Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Zemely Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Zemely Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Free Trial: Zemely Inc. may, at its sole discretion, offer a subscription with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Zemely Inc. until the Free Trial has expired. On the last day of the Free Trial period, unless you cancel your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, Zemely Inc. reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes: Zemely Inc., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Zemely Inc. will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds: Refund requests for Subscriptions may be considered by Zemely Inc. on a case-by-case basis and granted in sole discretion of Zemely Inc.

Content: Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post to the Service, including its legality, reliability, appropriateness with respect to local laws and those of your regulatory body.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.

You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to any contents or activities on the Service.

Limitations regarding medicine and medical treatment: We do not provide any medical advice or medical treatment. The content and any information provided by us are for informational purposes only and must not be used for the diagnosis or treatment of any medical condition. Always seek the advice of your physician or other qualified health providers before deciding to start, alter or discontinue any course of the medical treatment or any question regarding your medical condition, your diet or the use of any medication or medical device. Do not use the Service as a substitute for consulting with a medical provider, and do not disregard professional medical advice or delay in seeking it because of any information received in connection with our services.

To the extent that, in addition to the Service you receive from us, you also receive medical care from another party, that medical care is separate from and unrelated to the Service provided by us. Your treating medical professional is responsible for obtaining your informed consent to any medical diagnosis or treatment in connections with that medical care. We are not responsible or liable for any advice, course of treatment, diagnosis, or any other information, services, or products that you may obtain from unaffiliated third parties in connection with or as a result of using the Service.

Intellectual Property: The Service and all contents, including but not limited to text, images, graphics or code are solely the property of Zemely Inc. The Service and the Content are protected under U.S. and international property laws, including copyright, database, trademark, patent, and trade secret protections as well as other laws. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of Zemely Inc. or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

Indemnification: You agree to fully indemnify, defend, and hold the Zemely Entities and their directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of any part of this agreement; (b) any allegation that any materials you submit to us or transmit to the Zemely Platform infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the Zemely Platform or other websites to which the Zemely Platform is linked; and/or (d) your negligent or willful misconduct.

Limitation of Liability : In no event shall any Zemely Inc. party be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services or the content: i) for any special, indirect, incidental, punitive, exemplary, or consequential damages or any kind whatsoever for any substitute goods or services (however arising); ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination); iii) for your use or inability to use or reliance on the services or any content; or iv) statements or conduct of any third party on our services. In addition, the maximum liability of the Zemely Inc. parties to you for any and all damages, losses and causes of action arising out of or relating to the services is limited to the greater of i) the amount paid by you for access to or use of your services, or ii) three hundred U.S. dollars (USD $300.00).

You acknowledge and agree that the limitations set forth in this section are fundamental elements of these agreements and that the services would not be provided to you absent these limitations. You agree that the limitations of liability in this section represents a reasonable allocation of risk and are a fundamental element of the basis of the bargain between Zemely Inc. and you.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so certain of the above limitations and exclusions may not apply to you if you reside in one of those jurisdictions. If any portion of this limitation of liability is found to be invalid, liability if limited to the fullest extent permitted by law.

Zemely Inc., its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iiv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Any claims against Zemely arising in connection with your access to or use of the Services must be brought against Zemely must be brought against Zemely within one (1) year of the day of the event giving rise to that claim.

Disclaimer and Non-Waiver of Rights: Zemely Inc. makes no guarantees, representations or warranties of any kind as regards to the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

Zemely Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and Zemely Inc. chooses not to immediately act, or chooses not to act at all, Zemely Inc. will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Zemely Inc. does not waive any of its rights. Zemely Inc. shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement. You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Dispute Resolution: You and Zemely Inc. agree that any dispute, claim or controversy arising out of or relating to the this agreement or to your use of the Zemely Platform (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Zemely Inc. each are waiving the right to a trial by jury or to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Zemely Inc. agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form of class action proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” will survive any termination of the Terms.

Acceptable Use Policy :As part of Zemely’s Acceptable Use Policy, you agree not to use the information, services or any other part of the Zemely Platform to take any action that: - are contrary to Zemely's public image, goodwill or reputation;
- promote any illegal activity or content, including without limitation child or animal abuse, violence, illegal drug use, and underage drinking;
- infringe on our or any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;
- violate any applicable law, statute, ordinance or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability;
- are libelous, defamatory, threatening, harassing, abusive, tortious, pornographic or obscene;
- are hateful or discriminatory based on factors such as race, religion, gender, sexual orientation, national origin and other legally protected characteristics;
- transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
- restrict or inhibit any other visitor from using the Zemely Platform, including, without limitation, by means of "hacking" or defacing any portion of the Zemely Platform;
- modify, adapt, sub-license, translate, sell, reverse engineer, decompile, or disassemble any portion of the Zemely Platform;
- remove any copyright, trademark, or other proprietary rights notices contained in the Zemely Platform;
- sublicense, sell, rent, lease, transfer, assign, or convey any rights under the Terms of Use to any third party, or otherwise commercially exploit or profit from the information or content of the Zemely Platform, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
- "frame" or "mirror" any part of the Zemely Platform without our prior written authorization;
- distribute any virus, worm or other similar or deleterious files, scripts or programming routines;
- interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of Zemely or affiliates;
- involve the preparation or distribution of junk mail, spam, chain letters, pyramid schemes, or other deceptive or unsolicited bulk or commercial email, or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003) or equivalent applicable, foreign law or to publish or distribute content that is not related to chronic conditions or health;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," crawl or scrape the Zemely Platform or in any way reproduce or circumvent the navigational structure or presentation of the Zemely Platform or its contents, authentication and security measures;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;
- execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Zemely Platform's servers or any data not intended for you;
- harvest or collect information about any Zemely Platform visitors or members without their express consent; and/or
- contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from all such individuals and their parent/legal guardian if they are under the age of majority in their jurisdiction of residence.

Miscellaneous: If you access the Zemely Platform through a Zemely application, you acknowledge that this agreement is between you and Zemely only, and not with another application service or application platform provider (such as Apple, Inc. or Google Inc.), which may provide you the application subject to its own terms.

These Terms, together with the Privacy Policy, Terms of Service for Beta Program and any other agreements expressly incorporated by reference into these Terms, constitute the entire agreement between you and us regarding your access to and use of the Services.

This agreement will be interpreted in accordance with the laws of the province of Ontario and Canada, without regard to their conflict-of-law provisions. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

We reserve the right at any time to:
i. change the terms and conditions of this agreement, consistent with applicable law;
ii. change the Zemely Platform, including eliminating or discontinuing any information or services or other features in whole or in part; and
iii. deny or terminate your Zemely account, or use of and access to the Zemely Platform.
Any changes we make to the terms and conditions will be effective immediately upon our making such changes available on the Zemely Platform, and posting notice of such changes on the Zemely Platform or in another manner in our reasonable discretion. You agree that your continued use of the Zemely Platform after such changes constitutes your acceptance of such changes.

No terms of this agreement, nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with Zemely's prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void.

Zemely may assign, transfer, or delegate this agreement or any right or obligation or remedy hereunder in its sole discretion.

Our failure to assert a right or provision under this agreement will not constitute a waiver of such right or provision.

This agreement supersedes all prior terms, agreements, discussions and writings regarding the Zemely Platform and constitutes the entire agreement between you and us regarding the Zemely Platform. If any provision in this agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the agreement, which will remain in full force and effect.

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