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 Yana Tech Inc.
(“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
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 Yana Tech Inc. cancels it. You may cancel your
Subscription renewal either through your online account management page or by contacting Yana Tech Inc.
customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription.
You shall provide Yana Tech 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 Yana Tech Inc. to charge all Subscription fees incurred
through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Yana Tech 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: Yana Tech 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 Yana Tech 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, Yana Tech 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: Yana Tech 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. Yana Tech 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 Yana Tech Inc. on a case-by-case basis
and granted in sole discretion of Yana Tech 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
should 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 Yana Tech 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 Yana Tech 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 Yana Tech 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 Yana Tech In 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 Yana Tech 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 Yana Tech 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.
Yana Tech 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 Yana Tech arising in connection with your access to or use of the Services must be
brought against Yana Tech must be brought against Yana Tech within one (1) year of the day of the event
giving rise to that claim.
Disclaimer and Non-Waiver of Rights: Yana Tech 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.
Yana Tech 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 Yana Tech Inc. chooses not to immediately act, or chooses not to
act at all, Yana Tech Inc. will still be entitled to all rights and remedies at any later date, or in
any other situation, where you breach these Terms. Yana Tech Inc. does not waive any of its rights.
Yana Tech 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 Yana Tech 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 Yana Tech 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 Yana Tech 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;
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.
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.