Your access and use of the Biome Tech LTD website is subject to these website Termsand Conditions. By accessing and using the website you agree to be subjectto these website Terms and Conditions.
Intellectual Property Rights: All content of this website and our systems,including text, images, designs, procedures and modes of operation are owned byBiome Tech LTD orone of its subsidiaries or affiliates. Except as otherwise expressly statedherein, they may not be copied, displayed, transmitted, disseminated, licensed,altered, stored, or otherwise used, in whole or in part, in any manner without Biome Tech LTDprior written consent, except as otherwise permitted by the Copyright Act of1976, as amended, and only with notices of Biome Tech LTD rights. You shall not make anyposted materials or information available via the internet or via any otherelectronic means of access. We always appreciate your helpful comments andsuggestions, however, if you submit any unsolicited ideas, suggestions,comments or materials ("Submitted Materials"), Biome Tech LTD shallnot be restricted or prevented from purchasing, developing, creating, or usingproducts, services, plans and ideas for any purpose, whether or not based on orderived from the Submitted Materials. Biome Tech LTD shall be free to copy, use, modify,disclose and distribute any Submitted Materials without restriction for anypurposes whatsoever, commercial or otherwise, without compensation to you. Inaddition to our copyrights, the term "Biome Tech LTD" and all representations andderivations thereof constitute our service marks and trademarks. You shall notuse our service marks or trademarks for any purpose without our express andprior written permission. You shall not include our service marks or trademarks in any meta data or "hidden text" or other SEO processeswithout our express and prior written consent.
Website Content and Materials: The data and other information on this websiteis for informational purposes only. While we believe it is reliable, we do notwarrant its completeness, timeliness or accuracy. Information, products,services, and the terms and conditions related to products and services maychange from time to time. The information on this website is not intended as anoffer or solicitation for the purchase of any security or financial instrumentor to provide any investment service or investment advice in any jurisdiction.Products and services, fees, charges, and other terms, conditions, andrequirements may differ among geographic locations. Not all products andservices may be offered at all locations. Some of our related websites or pageswithin this Website contain supplemental terms and conditions and additionaldisclosures and disclaimers, which are in addition to these terms andconditions, disclosures and disclaimers. In the event of a conflict, thesupplemental terms and conditions and additional disclosures and disclaimerswill govern for those sections or pages. Currency values are alwaysfluctuating. Further, the relative values of currencies fluctuate against othercurrencies. The amount of services that a buyer may obtain from a seller for agiven amount of the buyer's currency and currency exchange rates may vary basedon the timing and speed of each transaction. You agree that: (i) you will notengage in any activities using or related to this website that are contrary toapplicable law and regulation or the terms of any agreements you have with us,and (ii) where this website or any other website operated by Biome Tech LTDrequires identification for access, you will establish security procedures andcontrols to limit access to your password or other identifying information toauthorized individuals. In circumstances where you are required to provideinformation to Biome Tech LTD,whether for Biome Tech LTD useor the use of any governmental entity, you agree to provide full and accurateinformation. You agree that you will not use any automated device, nor will youuse any program or manual process to monitor or copy our web pages, data orcontent without our express and prior written consent. WE MAY AMEND ORDISCONTINUE THE INFORMATION, PRODUCTS AND SERVICES DESCRIBED HEREIN, AT ANYTIME WITHOUT PRIOR NOTICE TO YOU, AND WITHOUT ANY LIABILITY TO YOU. ANY DATEDINFORMATION IS PUBLISHED AS OF ITS DATE ONLY OR, IF NO DATE IS STATED, THE DATEOF FIRST POSTING. WE UNDERTAKE NO OBLIGATION OR RESPONSIBILITY TO UPDATE ORAMEND ANY INFORMATION ON THIS WEBSITE. WE RESERVE THE RIGHT TO TERMINATE ANY ORALL WEBSITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO YOU.FURTHERMORE, NO DISTRIBUTION OR SOLICITATION IS MADE BY US TO ANY PERSON TO USETHIS WEBSITE OR THE INFORMATION, PRODUCTS OR SERVICES IN JURISDICTIONS WHERE THEPROVISION OF THIS WEBSITE AND SUCH INFORMATION, PRODUCTS OR SERVICES ISPROHIBITED BY LAW.
No Warranty of Non-Disruption: Our servers are maintained in safe and securecommercial facilities. Biome Tech LTD has access to bandwidth from multiple sources, however,access to this website may, from time to time, be unavailable, delayed, limitedor slowed due to circumstances beyond our control or for scheduled maintenance.In such events, you may be unable to transmit your transaction or transferinstructions, or your instructions may not be promptly executed. If this causesyou to suffer a loss, Biome Tech LTD will not be liable for the loss. In the event ofmaintenance of the website and/or platform, Biome Tech LTD will provide notices to the clientin a timely manner.Links to Other Websites: Links to other websites are provided solely as acourtesy to users of this website. We have no control over the content onwebsites offered by others and we make no warranties, either expressed orimplied, concerning your use of or inability to use such site, the content ofsuch site, including the accuracy, completeness, reliability, or suitabilitythereof for any particular purpose, nor do we warrant that such site or contentis free from any claims of copyright, trademark, or other infringement of therights of third parties. We cannot assure you that any such site or content isfree from viruses or other contamination. We do not guarantee the authenticityof documents on the Internet. Links to unaffiliated sites do not imply, and weexpressly disclaim, any endorsement of or responsibility for the opinions,ideas, products, information, or services offered at such sites.Limitation of Liability, Indemnity, Fee’s and Charges: THIS WEBSITE ISPROVIDED "AS IS" AND "AS AVAILABLE". Biome Tech LTD:DOES NOT PROVIDE ANY WARRANTIES AND REPRESENTATIONS REGARDING THE WEBSITE,DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THEWEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON‐INFRINGEMENTOF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESSFOR A PARTICULAR PURPOSE; DOES NOT WARRANT THE ACCURACY, ADEQUACY, ORCOMPLETENESS OF THE INFORMATION AND MATERIALS CONTAINED ON THE WEBSITE ANDEXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS ANDINFORMATION; AND WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, COMPUTERVIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THIS WEBSITE, ANY INCOMPATIBILITYBETWEEN THE WEBSITE AND THE USER'S FILES AND THE USER'S BROWSER OR OTHER SITEACCESSING PROGRAM, OR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSESBEYOND OUR CONTROL. NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS.UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITYOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARYDAMAGES ARISING OUT OF ANY USE OF OR INABILITY TO USE THE WEBSITE OR ANYPORTION THEREOF, REGARDLESS OF WHETHER WE HAVE BEEN APPRISED OF THE LIKELIHOODOF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER INCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OROTHERWISE. YOU AGREE THAT: YOU WILL INDEMNIFY US, PURSUANT TO THESE TERMS ANDCONDITIONS, TO THE FULLEST EXTENT POSSIBLE, AND ON AN INDEMNITY BASIS, FOR ANYIMMEDIATE OR FUTURE LOSSES CAUSED OR OCCASIONED, BY YOUR USE OF THE WEBSITE,HOWSOEVER CAUSED, IF YOU FAIL TO ADHERE TO THE TERMS AND CONDITIONS HEREIN,INCLUDING BUT NOT LIMITED TO, USING THE WEBSITE OR SERVICE FOR THE SUPPLY OFTHIRD-PARTY SERVICES, OR ANY SERVICE THAT CONTRAVENES ANY RULE OF LAW ORREGULATION IN ANY RELEVANT JURISDICTION, Failing Or refusing to provideinformation requested for KYC AML and CFT purposes, SUCH LOSS MAY BE LOSS OFPROJECTED PROFITS, LOSS OF OPPORTUNITY, ANY DIRECT LOSS, INCLUDING THE COST OFANY LEGAL FEES, OR ANY LOSS OF A BUSINESS RELATIONSHIP OR ANY LOSS OFREPUTATION, OR ANY ADDITIONAL COSTS INCURRED AS A RESULT OF YOUR USE OF THISWEBSITE OR ASSOCIATED SERVICES. YOU AGREE THAT; IF YOU FAIL TO PROVIDE INFORMATIONREQUESTED FOR KYC / AML / CFT PURPOSES, THAT SUCH AN ACT WOULD CAUSE USSUFFICIENT CONCERN THAT WE WOULD BE COMPELLED TO CHECK ALL TRANSACTIONS MADE ORPARTICIPATED IN BY YOU, AS SUCH, YOU WILL INCUR A DISCREPANCY FEE FOR EACHTRANSACTION AUDITED. YOU AGREE THAT; WE MAY DEDUCT FROM YOUR ACCOUNTS, WITHOUTSET-OFF OR DEDUCTION, ANY FEES OR CHARGES OWING TO US UNDER THESE TERMS ANDCONDITIONS. YOU AGREE THAT; YOU WILL PAY OUR REASONABLE LEGAL COSTS IN THEEVENT THAT WE ARE COMPELLED TO EITHER ISSUE OR DEFEND ANY PROCEEDINGS AGAINSTOR INCLUDING YOU, SUCH COST TO BE TREATED AS CHARGES.Enforce Ability and Governing Law : In the event any of the terms orprovisions of these Terms and Conditions shall be held to be unenforceable, theremaining terms and provisions shall be unimpaired and the unenforceable termor provision shall be replaced by such enforceable term or provision as comesclosest to the intention underlying the unenforceable term or provision. TheseTerms and Conditions shall be subject to any other agreements you have enteredinto with Biome Tech LTD.The user's access to and use of the website, and the terms of this disclaimerare governed by the laws of the State of Israel. Any action against Biome Tech LTDarising from or relating to your access to and use of the website and theprovisions of these Terms and Conditions must be brought by you in state orcourt located in the State of Israel. You consent to the jurisdiction and venueof the state and courts located within the State of Israel for the adjudicationof all claims by Biome Tech LTDagainst you arising from or relating to your access to and use of the websiteand the provisions of these Terms and Conditions.
BIOME TOU & Subscription Agreement(“The Agreement”) Last Updated: January 2023Contents
1. ABOUT 1
2. ACCEPTANCE OF TERMS 2
3. DEFINITIONS 2
4. THE SERVICES TERMS 5
5. GENERAL CONDITIONS & LICENSE TERMS 7
8. INTELLECTUAL PROPERTY RIGHTS 12
9. THIRD PARTY SERVICES 12
10. SUBSCRIPTION, BILLING, PLAN MODIFICATIONS AND PAYMENTS 13
11. CANCELLATION AND TERMINATION 16
12. CONFIDENTIALITY; SECURITY AND PRIVACY 17
13. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS 20
14. LIMITATION OF LIABILITY 21
15. INDEMNIFICATION 21
16. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT 22
17. SEVERABILITY 23
18. EXPORT COMPLIANCE, USE RESTRICTIONS AND ANTI- CORRUPTION 24
19. RELATIONSHIP OF THE PARTIES 24
20. NOTICE 25
21. GOVERNING LAW 25
22. SURVIVAL 25
1. ABOUT
1.1. BIOME TECH LTD. (hereinafter:“BIOME”, “The Company”, “We” or “Our”), is an Israeli company havingits principal offices at Tel Aviv, Israel. BIOMEdevelops and operates an innovative autobiography-creating andsocial-network-like App which allow the Users to write about their real lifeand experiences so their loved ones could read about their journey in thisworld and all their memories will last forever. Using BIOME, the user can sharehis / her life story, to build their own real and authentic memory book, shareor provide it to whom they may chose, when the time comes (the “Services” or the “App”). BIOME also creates and operates its marketing websiteavailable at: https://www.bio-me.app/(the“Site”).1.2. THIS AGREEMENT CONSTITUTES ABINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BYYOU, END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TOTHE SERVICES. 1.3. IFYOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION ORANOTHER LEGAL ENTITY (AN “ENTITY”),YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY AND REPRESENTING TO BIOMETHAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THISAGREEMENT, IN WHICH CASE THE TERMS “SUBSCRIBER,” “YOU,” “YOUR” OR A RELATEDCAPITALIZED TERM HEREIN SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOUDO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOUMUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY OF THE SERVICES.2. ACCEPTANCE OFTERMS2.1. By accepting this Agreement,either by accessing or using the Services, You agree to be boundby this Agreement. This Agreement govern all use by you as a user of theServices. 2.2. The Services are offeredsubject to your acceptance without modification of all the Terms containedherein and all other operating rules, policies and procedures that may bepublished from time to time on the Services or at any other place by theCompany.3. DEFINITIONSWhenused in this Agreement with the initial letters capitalized, in addition to theterms defined elsewhere in this Agreement, the following terms have thefollowing meanings:3.1. Account:means any accounts or instances created by or on behalf of You, Subscriber,within the Services.3.2. Affiliate:means, with respect to a Party, any entity that directly or indirectlycontrols, is controlled by, or is under common control with such Party, whereby“control” (including, with correlative meaning, the terms “controlled by” and“under common control”) means the possession, directly or indirectly, of thepower to direct, or cause the direction of the management and policies of suchperson, whether through the ownership of voting securities, by contract, orotherwise.3.3. Agreement:means this Agreement together with any Additional Features along with the BIOMEPrivacy Policy located on Our Site.3.4. Assets:means any original creation that comes with the right to read, comment or useand/or that is considered as Your, Subscriber’s or End-User’s intellectualproperty rights including but not limited to: Unique and personalautobiography, Copyrights, proprietary rights, a right to copy, duplicate,reproduce, modify and otherwise use.3.5. AssociatedServices: means products, services, features and functionality designed tobe used in conjunction with the Services but not included in the Service Planto which You Subscribed. These Associated Services will be governed by thisAgreement unless BIOME otherwise communicates a different agreement to You atthe time of Your deployment of or access to the application. For avoidance of doubt,none of the Associated Services or any other product, service, feature orfunctionality that is expressly stated to be governed by any alternativelicense, agreement or terms shall be deemed an Associated Service.3.6. ApplicableData Protection Law: means any local and international data protection laws asapplicable to You, such as: The GeneralData Protection Regulation (EU) 2016/679, (“GDPR”) (as may be amended or superseded),the Israeli data protection law, 1996and its regulation etc.3.7. ConfidentialInformation: means all information disclosed by You to BIOME or BIOMEto you whether in using, performing and making the Services available and/ormay be provided with, given access to, or exposed to Confidential Informationof the other party in connection with this Agreement. ‟Confidential Information” shall mean any information and data of aproprietary or confidential nature, whether in oral, written, graphic,machine-readable form, or in any other form, including but not limited toproprietary, technical, development, marketing, sales, price, operating,performance, cost, know-how, business and process information, methods,procedures, data, computer programming techniques and computer code, anyinformation regarding suppliers, licensors, licensees, partners, affiliates,customers, potential customers or others, and all record bearing mediacontaining or disclosing such information and techniques, which is disclosed byone party to the other party pursuant to this Agreement or to which the otherparty is exposed or given access in connection with this Agreement, whether ornot marked as “Confidential” or similar marking. Without derogating from thegenerality of the foregoing, Confidential Information of the Company shallinclude also the details of the Services, and the results of any performancetests of the Services and any work products of the Services, and ConfidentialInformation of the User shall include also the User Data. Confidential Information shall not includeany information that: (a) is or becomes publicly known other than through anyact or omission of the receiving party; (b) was in the receiving party's lawfulpossession before the disclosure, as evidenced by applicable documentary; (c)is lawfully disclosed to the receiving party by a third party withoutrestriction on disclosure; (d) is independently developed by the receivingparty, as evidenced by applicable documentary; or (e) is required to bedisclosed by any final judicial or administrative order or decree or pursuantto any applicable law. Personal Data will consider as confidential. 3.8. DataController: means the natural or legal person, public authority,agency or other body which, alone or jointly with others, determines thepurposes and means of the processing of Personal Data; where the purposes andmeans of such Processing are determined by the European Union, Member State orany Applicable Data Protection law, the Controller or the specific criteria forits nomination may be provided for by the European Union, Member State or anyApplicable Data Protection law.3.9. DataProcessor: means a natural or legal person, public authority, agency orother body which processes Personal Data on behalf of the Controller.3.10. Documentation:means any written or electronic documentation, images, video, text or soundsspecifying the functionalities of the Services or describing Service Plans, asapplicable, provided or made available by BIOME to You.3.11. End-User:means any person or entity other than Subscriber with whom Subscriber interactsusing the Services.3.12. Lifeline:wherethe User can view all Your memories arranged by years and folders, create newlife folders, and manage the folders and the memories. 3.13. PaymentAgent: means BIOME THEC LTD. or a payment agent designated by BIOME.3.14. PersonalData: means any information relating to an identified or identifiablenatural person where an identifiable person is one who can be identified,directly or indirectly, in particular by reference to an identification numberor to one or more factors specific to their physical, physiological, mental,economic, cultural or social identity. Personal Information includes Personal Identifiable Information (“PII”).3.15. Personnel:means employees and/or non-employee service providers and contractors of BIOMEengaged by the Company in connection with performance hereunder.3.16. PilotServices: means a product, service or functionality provided by BIOME thatmay be made available to You to try at Your option at no additional chargewhich is clearly designated as beta, pilot, “freemium” subscription, limitedrelease, non-production, early access, evaluation or by a similar description.3.17. Processing:means any operation or set of operations which is performed upon Personal Data,whether or not by automatic means, such as collection, recording, organization,storage, adaptation or alteration, retrieval, consultation, use, disclosure bytransmission, dissemination or otherwise making available, alignment orcombination, blocking, erasure or destruction.3.18. ServiceData: means electronic data, text, messages, communications or othermaterials submitted to and stored within a Service by You, and End-Users inconnection with Your use of such Service, which may include, withoutlimitation, Personal Data.3.19. ServicePlan(s): means the packaged service and subscription plan(s) and thefunctionality and services associated therewith (as detailed on the Site or theApp) for the Services to which You subscribe, which plan may detail, amongother things, whetherthe subscription is a paid “Premium”,a “Freemium” subscription or a PilotServices. 3.20. Site:means a website operated by BIOME, including https://www.bio-me.app/ as well as all other websites that BIOME operates.3.21. Space:thepublic section of the App, where the User can share information to his / herown discretion.3.22. SubscriptionTerm: means the period listed in the applicable Service Plan to whichYou have agreed to subscribe to.3.23. ThirdParty Services: means third party products, applications, services,software, networks, systems, directories, websites, databases, and informationobtained separately by You which a Service links to, or which You may connectto or enable in conjunction with a Service, including, without limitation,Third Party Services which may be integrated directly into Your Account by Youor at Your direction.4. THE SERVICESTERMS4.1. BIOME provides anautobiography-creating and social-network-like App which allow the Users towrite about their real life and experiences. Using BIOME, the user shares his /her life story, and share or provide it to whom the User may choose. 4.2. You acknowledge that theInformation in the Space is uploaded by other Users of the Service. Therefore, it depends on their discretion andmay not be accurate, comprehensive, complete, or up to date. 4.3. We do not control over thecontent You choose to share in Your Lifeline or the Space. It is your solediscretion and responsibility to share only an appropriate content and tomaintain Your privacy and the privacy of Your relatives.4.4. ANYUSE OF THE SERVICES OR RELIANCE ON THE INFORMATION PROVIDED AND ITS OUTCOMESARE THE SOLE RESPONSIBILITY OF YOU AND IN NO CIRCUMSTANCES WILL BIOME BERESPONSIBLE AND/OR LIABLE FOR ANY USE OR OUTCOME. 4.5. Using the Services requiredinitial registration. You will be asked to provide your contact details (For example: Full name, profile image,email address, heritage timeline email address, heritage safebox email address,date of birth) (“Contact Details”)and your payment details (such as Credit Card details etc.). You declare thatYou are authorized to provide these data and do so according to any applicablelaw. 4.6. Your Contact Details will beused to create your unique Account and will be stored at our databases. Ceasing to use or access theServices will not delete your details or cease to operate your Account. Whenasking to delete Your Account and all Your information will be archived.4.7. Your provided email addresswill continue to be stored by Us even if you ask to delete your account for thepurpose of enforcing the Agreement. 4.8. Your payment details may bestored and processed by third parties authorized payment service providers asgoverned by section 10 (BILLING, PLAN MODIFICATIONS AND PAYMENTS) below. 4.9. As part of the Services, Youmay provide Personal Information. You acknowledge that in order to perform theServices, Your information shared in the public sections of the Services mightbe available to third party services or be disclose to public/private Sites,Search Engines, Platform, Forums, Chats, Social medias, etc. all as required,necessary and in extent of providing the Services and Information as subscribeby You. It is Your sole discretion and responsibility whether to provide theinformation or not. IN NO CIRCUMSTANCESBIOME WILL BE RESPONSIBLE OR LIABLE FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT,LOSS, DAMAGES, CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOURPROVIDING THE INFORMATION OR USE OF THE SERVICES. 4.10. We will (a) make the Servicesand Service Data available to You pursuant to this Agreement; (b) usecommercially reasonable efforts to make the Services available 24 hours a day,7 days a week, except (i) during planned downtime for upgrades and maintenanceto the Services (of which We will use commercially reasonable efforts to notifyYou in advance both through Our Site and a notice to Your Account) (“Planned Downtime”); and (ii) for anyunavailability caused by circumstances beyond Our reasonable control,including, for example, an act of God, act of government, flood, fire,earthquake, civil unrest, act of terror, strike or other labor problem (otherthan one involving Our employees), Internet service provider failure or delay,Third Party Services, or acts undertaken by third parties, including withoutlimitation, denial of service attack (“ForceMajeure Event”).4.11. High speed Internet connectionis required for proper transmission of the Services. You are responsible forprocuring and maintaining the network connections that connect Your network tothe Services, including, but not limited to, “browser” software that supportsprotocols used by Us, including the Transport Layer Security (TLS) protocol orother protocols accepted by Us, and to follow procedures for accessing servicesthat support such protocols. We are not responsible for notifying You orEnd-Users of any upgrades, fixes or enhancements to any such software or forany compromise of data, including Service Data, transmitted across computernetworks or telecommunications facilities (including but not limited to theInternet) which are not owned, operated or controlled by Us. We assume noresponsibility for the reliability or performance of any connections asdescribed in this section. The App is only supported on unmodified versions ofIOS (versions11-15) or Android (versions 9-11( and they are required for proper usage of the Services.If You are using any other version, You may experience difficulty using theServices. 4.12. SupportTerms: We provide applicable standard customer support for the Servicesto You at no additional charge. The Support is offered via E-mail. Your inquirywill be handled only on business days and hours. We will do our best to answeryou shortly. While feedback is important to us, we do not guarantee providingsolutions to any request. ALL SUPPORT IS PROVIDED AS RECOMMENDATIONS ANDANY USE OF OR RELIANCE ON THE SUPORTPROVIDED AND ITS OUTCOMES ARE THE SOLE RESPONSIBILITY OF YOU, SUBSCRIBER AND INNO CIRCUMSTANCES WILL BIOME BE RESPONSIBLE AND/OR LIABLE FOR ANY USE OROUTCOME. 5. GENERAL CONDITIONS & LICENSE TERMS5.1. The Services made availableto You are licensed, not sold, to you. The Company grants to you anontransferable license to use the Licensed Services on any device that you ownor control and as permitted by this Agreement. 5.2. During the access or use ofthe Services, the Subscription Term and subject to compliance by You andEnd-Users with this Agreement, You have the limited right to access and use theServices consistent with the Service Plan(s) that You subscribe to, together with all applicable DeployedAssociated Services, for Your sole internal purposes. For avoidance of doubt:You are not allowed to provide other third parties any services or informationby using the Services or that rely or derive from the usage of the Services. 5.3. You acknowledge that BIOME may modify the Information, features andfunctionality of the Services during the Subscription Term.5.4. The terms of this Agreementwill govern any content, materials, or services accessible from or purchasedwithin the Licensed Services as well as upgrades provided by the Company thatreplace or supplement the original Licensed Services, unless such upgrade isaccompanied by a Custom Agreement. 5.5. In addition to complying withthe other terms, conditions and restrictions set forth below in this Agreement,You may not: (a) distribute or make theLicensed Services available over a network without a written permission of theCompany; (b) transfer, redistribute or sublicense the Licensed Services; (c)copy, reverse-engineer, disassemble, attempt to derive the source code of,modify, or create derivative works of the Licensed Services, any updates, orany part thereof (except as and only to the extent that any foregoingrestriction is prohibited by applicable law or to the extent as may bepermitted by the licensing terms governing use of any open-sourced componentsincluded with the Licensed Services). (d) use the Services to Process data onbehalf of any third party other than End-Users; (e) modify, adapt, or hack theServices or otherwise attempt to gain unauthorized access to the Services orrelated systems or networks; (f) falsely imply any sponsorship or associationwith BIOME; (g) use the Services in any unlawful manner, including, but notlimited to, violation of any person’s privacy rights; (h) use the Services tostore or transmit files, materials, data, text, audio, video, images or othercontent that infringes on any person’s intellectual property rights; (i) usethe Services in any manner that interferes with or disrupts the integrity orperformance of the Services and its components; (j) use the Services toknowingly post, transmit, upload, link to, send or store any content that isunlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k)use the Services to knowingly post transmit, upload, link to, send or store anyviruses, malware, Trojan horses, time bombs, or any other similar harmfulsoftware (“Malicious Software”); (l)use or launch any automated system that accesses a Service (i.e., bot) in amanner that sends more request messages to a Service server in a given periodof time than a human can reasonably produce in the same period by using aconventional on-line web browser; or (m) attempt to use, or use the Services inviolation of this Agreement.5.6. You may not access or use theApp if You are a direct competitor of the Company, except with the Company'sprior written consent. You may not access the Services for the purposes ofmonitoring performance, availability, functionality, or for any benchmarking orcompetitive purposes.5.7. As between You and BIOME, Youare responsible for compliance with the provisions of this Agreement byEnd-Users and for any and all activities that occur under Your Account. Withoutlimiting the foregoing, You are solely responsible for ensuring that use of theServices to store and transmit Service Data is compliant with all applicablelaws and regulations as well as any and all privacy policies, agreements orother obligations You may maintain or enter into with End-Users or thirdparties. You also maintain all responsibility for determining whether theServices or the information generated thereby is accurate or sufficient forYour purposes. 5.8. BIOME allows You to createand share content into BIOME Lifeline and BIOME Space and enables you tocontrol and limit access to such content by other users on the Services. Inview of the nature of the Services, please carefully select the information youwish to post on BIOME Space or upload to the Services. And refrain from postingany illegal or unsuitable content, such as violentcontent, sexual content, or offensive content. We will not edit or monitoruser-provided content, but we reserve the right to remove any user providedcontent which comes to our attention and which, in our sole discretion,breaches this Agreement, Our Privacy Policy or Applicable Data Protection Law.5.9. We encourage You to considercarefully before you upload to the public sections of the Services anysensitive content such as children’s pictures, intimate content, etc. Note thatYou may delete content that You previously shared on the Services, however, ifother users have downloaded or otherwise stored copies of the content, it maystill be publicly viewable.5.10. Once You publish content to the Space, including storiesand photos, it may become accessible to all persons accessing the Space or anyother public part of the Services. Other users may be able to view, copy,download, store the content that you share. You acknowledge that other usersmay access Your content in the Space and response, add, or otherwise amend Yourcontent. Information that You share in the Space will be displayed and isavailable for others to search, view or hear. When sharing content in the Space, the User identifyinginformation shall not be visible to other users.5.11. Before sharing PersonalInformation about other people to the Space, You must obtain permission fromthem.5.12. If We receive a complaintabout Personal Information published about someone against their wish, Wereserve the right to delete that Personal Information from the Space.5.13. If You encounter PersonalInformation about You in the Space or elsewhere on the Services shared byanother User that you want removed, email a request to support@bio-me.app . We will attempt to first resolve the dispute amicablyby contacting the User who shared the information and give them time torespond. We will cooperate with You to make sure that the information you wantto remove is eventually removed from the Services. Note that removal ofinformation from Google and other search engines is outside Our control and isnot under Our responsibility.5.14. Should We discover that Youruse of a Service is not in compliancewith this Agreement or the Subscription Plan restrictions, BIOME reserves theright in Our reasonable discretion: (a) to temporarily or permanently suspend Your access to and use of theServices; (b) to charge You, and You hereby agree to pay for, said usage inaddition to other remedies available to Us; (c) delete your Account; or (d) anyother reasonable retaliation measure. 5.15. If You register for a Pilot Services or a free trialfor any of the Services, We will make such Services available to You on a trialbasis free of charge until the earlier of (a) the end of the free trial periodfor which You registered to use the applicable Service(s); (b) the start dateof any subscription to such Service purchased by You for such Service(s); or(c) termination of the trial by Us in our sole discretion. Additional trialterms and conditions may appear on the trial registration page. Any suchadditional terms and conditions are incorporated into this Agreement byreference and are legally binding. Please review the applicable Documentationduring the trial period so that You become familiar with the features andfunctions of the Services under applicable Service Plans before You make Yourpurchase.ANY SERVICE DATA YOU ENTER INTO ASERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FORYOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE ASUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THEAPPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIALPERIOD.5.16. From time to time, We maymake Beta Services available to You at no charge. You may choose to try suchBeta Services in Your sole discretion. Beta Services are intended forevaluation purposes and not for production use, are not supported, and may besubject to additional terms that will be presented to You. Beta Services arenot considered “Services” under this Agreement; however, all restrictions, Ourreservation of rights and Your obligations concerning the Service, and use ofany Third Party Services shall apply equally to Your use of Beta Services. Unless otherwise stated, any BetaServices trial period will expire upon the date that a version of the BetaServices becomes generally available without the applicable Beta Servicesdesignation. We may discontinue Beta Services at any time in Our solediscretion and may never make them generally available. We will have noliability for any harm or damage arising out of or in connection with a BetaService.5.17. Other users may contact Youthrough the Services regarding the content You share and add to it their owninput.6. ProhibitedUseYou shall refrain from sharing,transmitting, or otherwise making available, through or in connection with theServices, the following:6.1. Photographs and other contentwhich include nudity, sexuality, pornography, indecency, vulgarity, violenceand/or any offensive subject matter.6.2. Any content which may violatethe privacy or breach the confidentiality of other people. Our Service allowsYou to share details anonymously. Please make use of these abilities andrespect the privacy of others.6.3. Collecting, Processing, uploading,sharing etc. any third parties’ photos, content, videos etc. without a specificlegitimate basis, the third party’s authorisation and/or consent if requiredand/or in a way that infringe intellectual property rights.6.4. Any information relating tominors or underage children, which identifies them, their personal details ortheir address and other means of communication with them, without the directconsent of their parent or guardian.6.5. Any content which does notbelong to You or which You do not have a right to use.6.6. Any content that impairsand/or infringes the property or other rights of others, including copyrightsand trademarks. Be aware that content, including photographs, belongs to itscreator or submitter and You should not reproduce it without permission of theowner.6.7. Any content which is obscene,indecent, defamatory, derogatory, fraudulent, degrading, abusive, hateful,false, misleading, inaccurate, untrue, malicious, offensive, harassing,threatening, or incites racial, religious or ethnic hatred.6.8. Any content that couldprejudice any active legal proceedings of which You are aware; is unlawful orpromotes or teaches unlawful activity.6.9. Any computer virus or othermalicious or harmful code.6.10. Any content that violatesour Privacy Policy.6.11. Impersonate anyone else orotherwise misrepresent your identity or status.6.12. Stalk or harass or makepersistent or regular contact with other users without their consent orencouragement or after any consent or encouragement has, expressly orimpliedly, been withdrawn.6.13. Send commercial content,spam, unsolicited bulk messages or any other email which may harass its recipient(s), orexploit for any commercial purposes any portion of, use of or access to theServices. You shall not advertise or offer to sell products or services, exceptwith Our express prior written consent (in which case You must comply with anyterms relating to such activities that We specify).6.14. Perform any activity thatrequires any form of payment from BIOME users.6.15. Include links on the Site orServices to third party websites outside BIOME Services without specific authorization from BIOME.7. Heritage 7.1. Our Services allow You topass on Your autobiography to whom you may choose. In order to do so You need todefine an email address of the requested inheritor as a “Lifeline Heritage”. You can alsodefine an additional email address as a “Safebox Heritage”, for Your moreprivate memories which may be shared with your inheritor if you request to doso. Furthermore, you have the ability to save your most private andconfidential memories in the “GHOST” memories area. We will not provide Yourinheritor with GHOST memories without any exception.7.2. You are the sole responsible for choosingwith whom you want to share your information when the time comes. Whenproviding us an inheritor email, we will share your information with that emailaddress when time comes (as described in section 8). When providing the emailaddress, you hereby provide your irrevocable consent and order us to share yourinformation to that email address. In order to avoid any doubt, We will notvalidate the inheritor identity or the relativity to you, we are not checkingthe process of providing us the email address and if it is provided by your ownchoice and free will etc. For avoidanceof a doubt, any laws, regulations or guidelines regarding succession, will,inheritance and any other legal term in that context which derived from suchactivity shall not apply. 7.3. After your demise, Yourdesignated inheritor can approach Us via email to heritage@bio-me.app and ask to receive Your information,as you define tous that can be shared. The requestor needs to provide us with an officialdocument which proof Your passing (such as a death certificate etc.). 7.4. In order for us to share your informationwith your chosen email address, We will validate the email address. Therequester needs to have access to that email address in order to complete thevalidation process. After We will verify theinheritor email address and Your passing, Wewill transmit Your Account and Information to the designated emailaddress. Theinformation will be shared to that email address withoutany consent of the recipients. 7.5. We might share your information (full orpartially) after your passing without your requesting to do so and/or withanother third party that you did not choose to share with, only by judicialorder that requires us to do so. Furthermore, we might not share theinformation according to your request if we get a specific restraining order. 7.6. We reserve our right to retain or deleteany information that was not requested to be shared and/or wasn’t reclaimedwithin a defined period by our sole discretion. You hereby provide us anirrevocable consent to do so. After the defined delete or retain period 8. INTELLECTUALPROPERTY RIGHTS 8.1. The Company shall retain allrights, title and interest in and to all its respective patents, inventions,copyrights, trademarks, domain names, trade secrets, know-how and any otherintellectual property and/or proprietary rights (collectively, “IntellectualProperty Rights”). 8.2. The rights granted to You andEnd-Users to use the Services under this Agreement do not convey any additionalrights in the Services or in any Intellectual Property Rights associated therewith.8.3. Subject only to limitedrights to access and use the Services as expressly stated herein, all rights,title and interest in and to the Services and all hardware, Software and othercomponents of or used to provide the Services, including all relatedIntellectual Property Rights, will remain with The Company and belongexclusively to The Company. The Company shall have a fully paid-up,royalty-free, worldwide, transferable, sub-licensable (through multiplelayers), assignable, irrevocable and perpetual license to implement, use,modify, commercially exploit, and/or incorporate into the Services or otherwiseuse any suggestions, enhancement requests, recommendations or other feedback Wereceive from You, Users, or other third parties acting on Your behalf. 8.4. The Company, and theCompany’s other product and service names and logos used or displayed in or onthe Services are registered or unregistered trademarks of the Company(collectively, “Marks”), and You mayonly use applicable Marks in a reasonable manner to identify You as a User;provided You do not attempt, now or in the future, to claim any rights in theMarks, degrade the distinctiveness of the Marks, or use the Marks to disparageor misrepresent Us or Our services.8.5. User Content. The Servicesallows You to create your own story by assembling, adding and editing storiesand other constant, and to share it with other Users. In this Agreement Werefer to all of this content provided by End-Users as “User Content”. In orderfor us to make such User Content in accordance with and subject to thisAgreement. Therefore, by creating or sharing User Content to the Services Youautomatically grant us the an irrevocable and perpetual (except as set forth in this Agreement), worldwidelicense, by ourselves or by others, to use, copy, distribute, publicly perform,publicly display, print, publish, republish, excerpt, reformat, translate,modify, revise, and incorporate into other works, that User Content and anyworks derived from that User Content, in any form of media or expression, inthe manner that in which the Services from time to time permits User Content tobe used, and to license or permit others to do so. This license also grants Usthe right to sublicense that User Content to other Users to permit their use ofthat User Content in the manner in which the Services from time to time permitsUser Content to be used. 9. THIRD PARTY SERVICES9.1. In order to perform theServices, We might use third party services or automatically collect informationfrom public/private Websites, Platform, Forums, Chats, Social medias, etc. Allas required, necessary and in extent of providing the Services and Informationas subscribe by you and according to any applicable law. We do not endorse, arenot responsible or liable for, and make no representations as to any aspect ofsuch Third Party Services, including, without limitation, their content or themanner in which they handle, protect, manage or Process data (including ServiceData) or any interaction with the provider of such Third Party Services. 9.2. If You decide to enable, access, or use ThirdParty Services, be advised that Your access and use of such Third PartyServices are governed solely by the terms and conditions of such Third PartyServices.9.3. We cannot guarantee thecontinued availability of such Third Party Service features and may ceaseenabling access to them without entitling You to any refund, credit, or ThirdParty compensation, if, for example and without limitation, the provider of aThird Party Service ceases to make the Third Party Service available forinteroperation with the corresponding Service in a manner acceptable to Us. Youirrevocably waive any claim against BIOME with respect to such Third PartyServices. We are not liable for any damage or loss caused or alleged to becaused by or in connection with Your enablement, access, or use of any suchThird Party Services, or Your reliance on the privacy practices, data securityprocesses or other policies of such Third Party Services. You may be requiredto register for or log into such Third Party Services on their respectivewebsites. By enabling any Third Party Services, You are expressly permittingBIOME to disclose Your Login, as well as Service Data as necessary tofacilitate the use or enablement of such Third Party Services.9.4. In order to perform theServices, We may share User specific information (i.e., name and family name)with relevant authorities (i.e., Population and immigration authorities,Registrar for inheritance matters) for validation of the User’s status andPersonal Data if required to do so in order to provide our services and/or as instructedby You or someone of your behalf (For example inbequeathing requests etc.). You hereby grant us your irrevocable consentto provide the relevant such data for such purposes. We will not assume anyresponsibility or liability regarding such sharing as long as it was reasonableand necessary to perform our services in good faith. 9.5. As part of our services, Wemay also share Personal Data about You with third parties from your behalf and subject toyour specific request, such as therapists,psychologists, consultants etc. We will not assume any responsibility orliability regarding such sharing. 9.6. For more details regardingour privacy practices, how We use, protect, and transfer Personal Data to ThirdParties, please see our Privacy Policy.10. SUBSCRIPTION,BILLING,PLAN MODIFICATIONS AND PAYMENTS10.1. Unless otherwise indicated ona Service Plan referencing this Agreement, all charges associated with Youraccess to and use of a Service (“Subscription Charges”) are due in full uponcommencement of Your Subscription Term, or, with respect to a Deployed AssociatedService, at the time such Deployed Associated Service is purchased, subscribed to,or otherwise deployed. 10.2. Subscription to the Servicesis on a monthlyor annual basis, pay – per – feature basis, oraccording to any other Subscription Plan as will be published from time to timeon the Site for your own choice. The Charges will be performed monthly, annually,or according to any other Subscription’s period (“Periodic Charges”),automatically on a basis of recurring subscription, in advance, as yousubscribed to. 10.3. You acknowledge that theSubscription fee may not be uniform to all users and differ fromone custom orEntity to another according to the Companysole discretion. BIOME reserves the right tochange fees, prices, and any charges at any time without impacting your already subscribed subscription terms. You hereby wave on any claim underany applicable consumer protection laws and regulations in this manner. 10.4. We may offer Promotions Plansthat may provide discounts, extend, or upgrade a Subscription Plan withoutadditional charges or in specific discount etc. for specific terms and periodswithout any connection of the terms and period of a Subscription Plan. APromotion Plan is valid only for the specific terms and period it was offered.Afterwards the basic Subscription fee will be charged. Charging according toPromotion Plans can be performed at the Periodic Charges or inother predefined periods for example at the end of the Subscription terms. BIOME reserve the right to cease any offeredPromotion Plans in any time and if it discovered that the Promotion Plan wasused despite the fact it was no longer valid. In this case BIOME might chargethe Subscriber with the gap amount between a Subscription fee to the Promotionfee. 10.5. Since we operate the Servicesautomatically, no refunds or credits for Subscription Charges or other fees orpayments will be provided to You whether you elect to downgrade Your SubscriptionPlan or terminate the use of the Services. In these cases, Your Account willcontinue to be available to you as your Subscription terms and till the end ofyour plan. If you choose to terminate the use of the Services (according to theterms below) your payment will not be renewed. If you elect to downgrade theSubscription Plan, your payment will be updated at the end ofthe current Subscription terms. 10.6. If You fail to pay YourSubscription Charges or other charges indicated on any Service Plan within five(5)business days from our first notice to you that payment is due or delinquent,We may suspend or terminate access to your Account, or downgrade the account to thefree subscription plan, but it will remainoperational. Only by updating payment information will you be able to access your account. 10.7. If You fail to pay YourSubscription Charges or other charges indicated on any Subscription Plan withinfive (5) business days from our Second notice to you that payment is due ordelinquent, your account will be deleted, and all your data will be lostpermanently. 10.8. IfYou choose to upgrade Your Subscription Plan during Your Subscription Term (a“Subscription Upgrade”), any incremental Subscription Charges associated withsuch Subscription Upgrade will be prorated over the remaining period of Yourthen current Subscription Term, charged to Your Account and due and payableupon implementation of such Subscription Upgrade. In any future SubscriptionTerm, Your Subscription Charges will reflect any such Subscription Upgrades. Norefunds or credits for Subscription Charges or other fees or payments will beprovided to You if You elect to downgrade Your Subscription Plan.10.9. Unless otherwise stated, Ourcharges do not include any taxes, levies, duties, or similar governmentalassessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction(collectively “Taxes”). You are responsible for paying Taxes. 10.10. IfYou pay by credit card or certain other payment instruments, the Servicesprovide an interface for the Account owner to change credit card information (e.g.,upon card renewal) or other payment method. The Account owner will receive areceipt upon each receipt of payment by the Payment Agent, or they may obtain areceipt from within the Services to track subscription status. 10.11. Youhereby authorize the Payment Agent to bill Your credit card or other paymentinstrument in advance on a periodic basis in accordance with the terms of theSubscription Plan for the Services and for periodic Subscription Chargesapplicable to Deployed Associated Services to which You subscribe until Yoursubscription to the Services terminates, and You further agree to pay anySubscription Charges so incurred. 10.12. If applicable,You hereby authorize BIOME and the Payment Agent to charge Your credit card orother payment instrument to establish such prepaid credit. You agree topromptly update Your Account information with any changes (for example, achange in Your billing address or credit card expiration date) that may occur. 10.13. ThePayment Agent may use a third-party intermediary to manage credit cardprocessing and this intermediary is not permitted to store, retain or use Yourbilling information except to process Your credit card information for thePayment Agent.10.14. Paymentsmade by credit card, debit card or certain other payment instruments for theBIOME Service are billed and processed by BIOME's Payment Agent. To the extentthe Payment Agent is not BIOME, the Payment Agent is acting solely as a billingand processing agent for and on behalf of BIOME and shall not be construed tobe providing the applicable Service.10.15. AnySubscriber that mandates BIOME to use a vendor payment portal or complianceportal which charges BIOME a subscription fee or a percentage of any uploadedinvoice as a required cost of doing business, shall be invoiced by BIOME forthe cost of this fee. 11. CANCELLATION AND TERMINATION11.1. You may elect to terminateYour Account and subscription to a service as of the end of Your then currentSubscription Term by clicking on “delete my profile” or sending a deletionrequest to support@bio-me.app ,inaccordance with this Agreement. By choosing to delete your account, at the endof your Subscription terms, all your data will be archived and may be lostpermanently, and we may delete all your contact details except of your emailaddress from our systems. Yourpayment details will still be processed until finalizing all payments,afterwards they will be derogated from our systems. 11.2. Unless Your Account andsubscription to a Service is so terminated, Your subscription to a Service(including any and all Deployed Associated Services) will renew for aSubscription Term equivalent in length to the then expiring Subscription Term.Unless otherwise provided for in the applicable Subscription Plan, theSubscription Charges applicable to Your subscription to a Service for any suchsubsequent Subscription Term shall be Our standard Subscription Charges for theSubscription Plan and Deployed Associated Services to which You have subscribedor which You have deployed, as applicable, as of the time such subsequentSubscription Term commences.11.3. No refunds or credits forSubscription Charges or other fees or payments will be provided to You if Youelect to unsubscribe or delete Your Account prior to the end of Your theneffective Subscription Term. In this case your Account and Subscription willstill be operational until the end of your Subscription terms. 11.4. We reserve the right tomodify, suspend or terminate the Services (or any part thereof), Your Accountto access and use the Services, and remove, disable, and discard any ServiceData if We believe that You have violated this Agreement. This includes theremoval or disablement of Service Data. Unless legally prohibited from doingso, We will use commercially reasonable efforts to contact You directly viaemail to notify You when taking any of the foregoing actions. We shall not beliable to You or any other third party for any such modification, suspension,or discontinuation of Your rights to access and use the Services. Any suspectedfraudulent, abusive, or illegal activity by You may be referred to lawenforcement authorities at Our sole discretion.11.5. Wemay terminate this Agreement for cause, (a) upon thirty (30) days’ writtennotice to the You of a material breach if such breach remains uncured at theexpiration of such period; or (b) if You becomes the subject of a petition inbankruptcy or any other proceeding relating to insolvency, receivership, liquidation,or assignment for the benefit of creditors. In no event will terminationrelieve You of Your obligation to pay any fees payable to Us for the periodprior to the effective date of termination.12. CONFIDENTIALITY; SECURITY AND PRIVACYFordetails regarding our privacy practices, please see our Privacy Policy.12.1. You confirm and representthat the Services be used for Your benefit only; The Company shall not beresponsible for any unauthorized activity relating to a use of or access to theServices. 12.2. You must protect any accessto your Account and keep your password personal and secure. You must notify theCompany immediately when any suspected breach of security or unauthorized useof Your Account. The Company will not be liable for any losses caused to You orany third party by any unauthorized use of Your Account. You will be liable forany loss caused to the Company or any third party due to such unauthorized usethat may cause by you.12.3. The Company will maintainreasonable administrative, physical, and technical safeguards for protection ofthe security, confidentiality and integrity of the Information provided by andthrough the Services. Those safeguardswill include, but will not be limited to, measures for preventing access, use,modification or disclosure of the Information provided by Personnel except (a)to provide the Services and prevent or address service, support or technicalproblems; (b) as compelled by law. 12.4. You obligate to cooperatewith the Company on any Privacy or Security issue derived from the use of oraccess to the Application. Including, as reasonably requires, implement privacyor security measures as may be needed to maintain the Company privacy andsecurity level. 12.5. To the extent that operatingand using the Services include Information that constitutes Personal Data as define by the General DataProtection Regulation (GDPR) (EU) 2016/679 or other likewise Privacyprotection law, You shall be deemed to be the data controller or Data Owner asthis term is understood under the Applicable Data Protection Law. 12.6. We receive and store anyinformation that You provide to Us or collected by using the Services. Forexample, through the registration process for Our Services and/or through yourAccount settings. All information regarding to: how we collect/receive yourinformation, for what purpose, how we use it, where and how we store yourinformation, secure it, what is the retention period etc. are governed underour Privacy Policy, a copy of which is located at (URL) which is herebyincorporated by reference into these Terms. The Company strongly recommendsthat you review the Privacy Policy closely. You should take care to protectprivate information or information that is important to you. 12.7. You agree that the Companyand the third-party service providers that are utilized by the Company toassist in providing the Services to You shall have the right to access YourAccount and to use, modify, reproduce, distribute, display and disclose data tothe extent necessary to provide the Services, including, without limitation, inresponse to Your support requests. Any third-party service providers utilizedby the Company will only be given access to Your Services as is reasonablynecessary to provide the Services and will be subject to confidentialityobligations which are commercially reasonable and substantially consistent withthe standards of security and privacy protection as described above and ourPrivacy Policy. 12.8. Whenever You interact withour Services, We automatically receive and record information on Our serverlogs from the browser or device, which may include IP address, “cookie”information, the type of browser and/or device being used to access theServices. “Cookies” are identifiers We transfer to Your browser or device thatallow Us to recognize You and Your browser or device along with how ourServices are being utilized. When We collect this information, We only use thisdata in aggregate form, and not in a manner that would identify You personally.For example, this aggregate data can tell Us how often users use a particularfeature of the Services, and We can use that knowledge to improve the Services.12.9. We also monitor, log and inspect Your use of our Services in order to enforcethis Agreement and improve our services to You. While doing so, We maintainYour Information confidential and secured. By using or accessing the Services,You hereby give your explicit and irrevocable consent to do so. 12.10. If,upon subscription to the System and the Service, You’ve confirmed Your assentto receive promotional and other commercial information by us, then weshall be entitled to use certain aspects of the Personal Information for promotionalpurposes, such as to offer You additional products or services. Subject to Youropting in to receive such information, we may contact You, from time to time,on behalf of external business partners about an offering that may be ofinterest to You. In those cases, Your Personal Information and contact detailsshall not be transferred to such third parties. If by mistake you receivedirect marketing without your specific consent and/or wish to opt-out, you arerequired to contact Us at support@bio-me.app .12.11. Weneither rent nor sell Your Personal Data in personally identifiable form toanyone. 12.12. However,We may share your Personal Data with our contractors and service providers whoprocess Personal Data on behalf of the Company to perform certainbusiness-related functions. We may provide them with information, includingPersonal Data, in connection with their performance of such functions. While wedo so we make sure that they will be bound to maintain that Personal Data inaccordance with our Privacy Policy. For more information regarding how we share / transfer your data to third parties, for whatpurposes and how we secure it, see our Privacy Policy.12.13. Toprotect your privacy and secure your personal information, we may transfer yourpersonal Data to third parties after we have anonymized it so that it can nolonger identify you. That may includethe following ways:12.13.1. Collecting Usage Data. Forthe purposes of this section, “Usage Data” means aggregated, encoded oranonymized data that BIOME may collect about a group or category of services,features or users while You use a Service for certain purposes, includinganalytics, and which does not contain Personal Data, which is used to helpunderstand trends in usage of the Services. In addition to collecting and usingUsage Data ourselves, BIOME may share the Usage Data with third parties,including Our subscribers, partners and service providers, for variouspurposes, including to help Us better understand Our subscribers’ needs andimprove Our Services. We may also publish Usage Data to provide relevantinformation about the Services and for purposes of marketing.12.13.2. Aggregated Personal Data thatis not personally identifiable. We may anonymize the Personal Data of End-Usersso that they cannot be individually identified, and publish this anonymizedinformation, as segmented by industry, geography and other metrics to providequalitative insight on customer support metrics and other relevant insights. 12.13.3. Aggregated Personal Data thatis not personally identifiable. We may anonymize Your Personal Data so thatthey cannot be individually identified and provide that information to ourpartners. We may also provide aggregate usage information to our partners foranalytics purposes, who may use such information to help us understand howoften and in what ways people use our Services. However, We never discloseaggregate information to a partner in a manner that would identify Youpersonally, as an individual.12.14. Wemay also obtain other information, including Personal Data, from third partiesand combine that with information We collect through Our Services such as inthe case where You use a Third Party Service or where we may have access tocertain information from a third party social media or authentication serviceif You log into Our Services through such service or otherwise provide Us withaccess to information from such service. Any access that We may have to suchinformation from a third party social or authentication service is inaccordance with the authorization procedures determined by that service. Byauthorizing Us to connect with a Third Party Service, You authorize Us toaccess and store Your name, email address(es), profile picture URL, and otherPersonal Data that the Third Party Service makes available to Us, and to useand disclose it in accordance with this Agreement and Our Privacy Policy as ineffect from time to time and available at the App and Our Site. 13. REPRESENTATIONS, WARRANTIES ANDDISCLAIMERS13.1. You represent that you havevalidly entered into this Agreement and have the legal power to do so.13.2. We warrant that during anapplicable Subscription Term (a) this Agreement and the Documentation willaccurately describe the applicable administrative, physical, and technicalsafeguards for protection of the security, confidentiality and integrity ofService Data; and (b) the Services will perform materially in accordance withthe applicable Documentation. For any breach of a warranty above, Yourexclusive remedies are those described in Section 14 herein.13.3. THEINFORMATION, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORKCOMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANYWARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLYDISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR APARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOTWARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE ORFREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OBTAINED BYYOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLYSTATED IN THIS AGREEMENT.14. LIMITATION OF LIABILITY14.1. UNDER NO CIRCUMSTANCES ANDUNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILLBIOME, OR its AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS,SUPPLIERS OR LICENSORS BE LIABLE TO you OR ANY THIRD PARTY FOR ANY LOSTPROFITS, LOST SALES OR BUSINESS, LOST DATA, (BEING DATA LOST IN THE COURSE OFTRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF BIOME),BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, ORANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY INCONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCHPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCHDAMAGES.14.2. NOTWITHSTANDING ANYTHING TOTHE CONTRARY IN THIS AGREEMENT, THE BIOME’S AGGREGATE LIABILITY TO YOU OR ANYTHIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, SHALL IN NO EVENTEXCEED THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIORTO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGEAND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKSUNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVENTHE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERETO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIEDON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TOACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.14.3. Some jurisdictions do notallow the exclusion of implied warranties or limitation of liability forincidental or consequential damages, which means that some of the abovelimitations may not apply to You. IN THESE JURISDICTIONS, BIOME’S LIABILITYWILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 15. INDEMNIFICATION15.1. You will indemnify and holdharmless, from and against any claim against Us by reason of Your use of aService as permitted hereunder, brought by a third party alleging that suchService infringes or misappropriates a third party’s valid patent, copyright,trademark or trade secret (an “IP Claim”). The indemnity will include anylosses, attorneys' fees and any expenses and / or payments that we had to payor expend including pay damages finally awarded against Us in connectiontherewith. 15.2. If use of a Service by Youhas become, or, in Our opinion, is likely to become, the subject of any such IPClaim, We may, at Our option and expense, (a) procure for You the right tocontinue using the Service(s) as set forth hereunder; (b) replace or modify aService to make it non-infringing; or (c) if options (a) or (b) are notcommercially reasonable or practicable as determined by BIOME, terminate Yoursubscription to the Service(s) and repay You, on a pro-rata basis, anySubscription Charges previously paid to BIOME for the corresponding unusedportion of Your Subscription Term for such Service(s). We will have noliability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in partby (i) compliance with designs, data, instructions or specifications providedby You; (ii) modification of the Service(s) by anyone other than BIOME; or(iii) the combination, operation or use of the Service(s) with other hardwareor software where a Service would not by itself be infringing.15.3. The provisions of thisSection state the sole, exclusive and entire liability of BIOME to You andconstitute Your sole remedy with respect to an IP Claim brought by reason ofaccess to or use of a Service by You.15.4. You will indemnify and holdBIOME harmless against any claim brought by a third party against BIOME arisingfrom or related to use of a Service by You, in breach of this Agreement ormatters for which You have expressly agreed to be responsible pursuant to thisAgreement. The indemnity will include any losses, attorneys' fees and anyexpenses and / or payments that we had to pay or expend including pay damagesfinally awarded against Us in connection therewith. 16. ASSIGNMENT, ENTIRE AGREEMENT ANDAMENDMENT16.1. You may not, directly orindirectly, by operation of law or otherwise, assign all or any part of thisAgreement or Your rights under this Agreement or delegate performance of Yourduties under this Agreement without Our prior consent, which consent will notbe unreasonably withheld. 16.2. We may, without Your consent,assign this Agreement to any third party including in connection with anymerger or change of control of BIOME or the sale of all or substantially all ofOur assets provided that any such successor agrees to fulfill its obligationspursuant to this Agreement. Subject to the foregoing restrictions, thisAgreement will be fully binding upon, inure to the benefit of and beenforceable by the Parties and their respective successors and assigns.16.3. This Agreement, together withany Supplemental Term(s) constitute the entire agreement and supersede any andall prior agreements between You and BIOME with regard to the subject matterhereof. This Agreement shall apply in lieu of the terms or conditions in anypurchase order or other order documentation You or any Entity which Yourepresent provides (all such terms or conditions being null and void), and,except as expressly stated herein, there are no other agreements,representations, warranties, or commitments which may be relied upon by eitherParty with respect to the subject matter hereof. There are no oral promises,conditions, representations, understandings, interpretations, or terms of anykind between the Parties, except as may otherwise be expressly provided herein.16.4. Notwithstanding theforegoing, You may be presented with additional features, functionality, orservices as detailed in a Supplement hereto or that We offer as part of ordistinct from the Services (the “AdditionalFeatures”). In those instances, We will notify You of such AdditionalFeatures prior to the activation of these features, functionality, or servicesand the activation of these features, functionality, or services in YourAccount will be considered acceptance of the Additional Features. All such AdditionalFeatures will be considered incorporated into this Agreement when You.16.5. We reserve the right to amendthe terms of this Agreement from time to time, in which case the new Agreementwill supersede prior versions. Therefore, you must look at the terms of theAgreement regularly to check for such changes. The modified version of theAgreement (the "Modified Agreement")will be posted at the Site or made available within the Services (for anymodified additional terms). If you do not agree the Modified Agreement, youmust stop using the Services. Your continued use of the Services after the datethe Modifies Agreement is posted will constitute your acceptance of theModifies Agreement. Our failure to enforce at any time any provision of thisAgreement does not constitute a waiver of that provision or of any otherprovision of this Agreement. 17. SEVERABILITY17.1. If any provision in thisAgreement is held by a court of competent jurisdiction to be unenforceable,such provision shall be modified by the court and interpreted so as to bestaccomplish the original provision to the fullest extent permitted by law, andthe remaining provisions of this Agreement shall remain in effect. 18. RELATIONSHIP OF THE PARTIES18.1. This Agreement does notcreate a partnership, franchise, joint venture, agency, fiduciary or employmentrelationship among the Parties. 19. NOTICE19.1. All notices to be provided byBIOME to You under this Agreement may be delivered in writing by electronicmail to the electronic mail address provided by you when registered to theServices. 19.2. All notices to be provided byYou to BIOME under this Agreement may be delivered in writing by electronicmail to support@bio-me.app.19.3. All notices shall be deemedto have been given immediately upon delivery by electronic mail. 20. GOVERNING LAW20.1. This Agreement shall begoverned by the laws of the State of Israel, without reference to conflict oflaws principles. Any disputes under this Agreement shall be resolved in a courtof general jurisdiction in Tel-Aviv, Israel. You hereby expressly agree tosubmit to the exclusive personal jurisdiction of this jurisdiction for thepurpose of resolving any dispute relating to this Agreement or access to or useof the Services by You. 21. SURVIVAL21.1. Sections 6 (Prohibited Use) ,8 (Intellectual Property Rights) ,10 (Subscription, Billing,Plan Modifications and Payments, 12) Confidentiality, Security and Privacy), 13) Confidentiality,Security and Privacy) shall survive any termination of our agreement withrespect to use of the Services by You. Termination of such agreement shall notlimit a Party’s liability for obligations accrued as of or prior to suchtermination or for any breach of this Agreement.