This Agreement is entered into by Hiliz Ltd. having offices at Itamar 10, Ramat Gan, Israel (hereinafter referred to as: the “Company”) and yourself (hereinafter referred to as: “You” or “Customer” or “Users”) (In this Agreement the Company and you may be referred to collectively as the: “Parties”).
The Website and Content
The Company is the owner and the operator of an online website, https://www.hiliz.com/ intended for (the “Site”), and a mobile application, “Hiliz App for Patients” intended for (the “App”). This Agreement applies only to the Site and System (as defined hereunder) as well as to the electronic content and or any software currently contained on the Site that provides You with information (the “Content” as defined below) about the Company’s business operation and any other features, content or services that the Company may add to the Site in the future (hereinafter referred to as the “Service(s)”). The content includes without limitation, webpages, text, data, software and downloadable software applications, audio and video clips, multimedia, articles, testimonials, reviews, images, databases, ratings etc. (altogether, the “Content”).
The Site and any Content and data contained on it, are provided solely for general information and education purposes, are not intended to be professional advice and are not intended to replace personal consultation with a qualified physician or other healthcare professional. The use and possession of medical Cannabis requires a license according to the Israeli Dangerous Drugs Ordinance and the Israeli Ministry of Health guidelines. The Company and/or the Site, cannot help You with individual medical and/or nutritional questions. Always seek the advice of your physician or qualified healthcare provider with any questions You may have regarding a medical condition and/or the Products. Never disregard, avoid or delay in obtaining medical advice from your physician or other healthcare professional. The use and reliance on the Content herein is at your own risk. The Company disclaims any responsibility for any decision or action taken based on the Content posted in this Website, which is provided on an “as-is” basis.
The following terms used in this Agreement shall have the meaning ascribed next to them, unless stated otherwise in this Agreement:
1.1. “Services” shall mean the provision of information related to the medical Cannabis market in Israel.
1.2. “Products” shall mean medical Cannabis products.
2. AUTHORIZED ACCESS TO THE SITE
2.1. The Site is available and may be used only by individuals or companies who can form legally binding contracts under the applicable laws in their country of residence.
2.2. In addition, the Services are not available to persons under the age of 18 or otherwise under legal age or who cannot execute legally binding contracts under laws of their country of residence (“Minors”). If You are a minor, You may not use this service. For the avoidance of doubt, the Company shall not be responsible for any unauthorized and/or illegal use of its Services and/or Products in any way or manner.
2.3. To remove any doubts, it is hereby clarified that the Company may, at its sole discretion, amend from time to time the terms governing the use of the Site.
3. YOU HEREBY WARRANT AND UNDERTAKE THAT:
3.1. All details provided by You to the Company are true, complete and accurate and that You are an adult over the age of 18 and may be legally bound by the terms of this Agreement and that You are permitted under any applicable laws in your country of residence to use the Site and/or to conduct any activity using the Site and/or to receive any service provided via the Site and/or which are contemplated under this Agreement.
3.2. You understand that laws related to the manufacturing, distributing, marketing and advertising the Products (the “Activity”) vary throughout the world, and it is your obligation alone to ensure that You fully comply with any laws, regulations and directives, relevant to your country of residency with regards to the use of the Site and/or the Activity. For avoidance of doubt, an actual possibility to access the Site does not necessarily mean that your activities through it and that the Services are legal under the laws, regulations and directives, relevant to your country of residence. You hereby confirm, after conducting the necessary inquiries, that there is no legal constraint which precludes You from using the Site and/or conducting any activity using the Site. To remove any doubts, the Services are not to be used where they are illegal to use, and the Company reserves the right to refuse to provide and/or cancel Services to anyone at its own discretion without cause.
3.3. You acknowledge and confirm that the information included on the Site is not nutritional or medical advice, diagnosis or treatment nor it is a substitute for professional nutritional or medical advice, diagnosis or treatment.
3.4. You acknowledge and confirm that You will always seek the advice of your physician or qualified healthcare provider to any questions You may have regarding a medical condition and/or the Products, and You will never disregard, avoid or delay in obtaining medical advice from your doctor or other healthcare professional.
3.5. You acknowledge and confirm that you are solely responsible for any and all actions and orders related to the Site or Products, whether performed by You in person or anyone of your behalf. You further agree that neither the Company nor its employees or anyone on its behalf shall be liable in any way whatsoever to the outcomes or consequences of such actions and/or orders.
3.6. You assume all risks associated with the use and storage of information on your personal computer or on any other computer through which You will gain access to the Site (hereinafter referred to as “computer” or “your computer”). You represent and warrant that You have implemented and plan to operate and maintain appropriate protection in relation to the security and control of access to your computer, computer viruses or other similar harmful or inappropriate materials, devices, information or data. You agree that the Company shall not be liable in any way to You in the event of failure of or damage or destruction to your computer systems, data or records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or computer equipment or software. You shall not transmit to or in any way, whether directly or indirectly, expose the Company and/or the Site to any computer virus or other similarly harmful or inappropriate material or device.
3.7. You acknowledge and confirm that the Company does not represent, warrant or guarantee that: (i) You will be able to access or use the Site at times or locations of your choosing, or that the Company will have adequate capacity for Site as a whole or in any geographic location; and (ii) the Site will provide uninterrupted and error-free service. You hereby further acknowledge and confirm that the Company shall not be responsible for an impossibility to execute orders and requirements due to failures in the operation of information systems caused by technical faults, which are beyond its control.
3.8. You have read this Agreement in its entirety including its appendices, and understood its content and implications, before accepting its terms.
4. SITE TOOLS AND COMMUNICATIONS
4.1. The Company may make available to users of the Site, e-mail notices, newsletters, and other facilities or means by which users can communicate with the Site (the foregoing collectively referred to herein as the “Sites Tools”).
4.2. You are solely responsible for the content of any transmissions You make using any Sites Tool or otherwise to the Site.
The Company is not responsible for any statements, representations, descriptions, comments, or opinions in communications transmitted using any Sites Tool or otherwise posted on the Site.
5. PROPRIETARY PROTECTION
5.1. The Site, Software and Documentation contain material that is protected by Israeli and international copyright, trade secrets and trademark laws, and by applicable international treaty provisions.
5.2. The Content, and all materials available on the Site, are owned or controlled by the Company or the party credited as the provider of the Content. The respective owner retains all right, title, and interest in and to its Content.
5.3. You may not download, display, reproduce, create derivative works from, transmit, including without limitation any Content for any public and/or commercial use without the prior written permission of the Company. You may not download, republish, transmit, reproduce or otherwise use any Site photographs or videos as a stand-alone file.
5.4. You agree not to use any trademarks, service marks, names, logos, or other identifiers of the Company or its employees, licensors, independent contractors, providers and affiliates (collectively, “Affiliates”) without the prior written permission of the Company or the relevant Affiliate.
You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Site or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Site, nor shall You attempt to create the source code from the object code for the Site.
The Company may provide links to other sites that are controlled or offered by third parties. Such link to a site(s) is not an endorsement, authorization, sponsorship or affiliation with respect to such site, its owners or its providers.
The Company cautions You to make sure You understand the risks involved in using those site(s) before retrieving, using, relying upon or purchasing anything via the Internet. Links to these web sites are provided solely for your convenience, and You agree that under no circumstances will You hold The Company and/or its directors and/or its employees liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.
8. LIMITED WARRANTY
ANY USE BY YOU OF THE SITE AT YOUR OWN RISK. THE SITE AND SOFTWARE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER BY THE COMPANY INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SITE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED, OR THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY ITS OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. PRIVACY STATEMENT
The Company may terminate this Agreement with you at any time, without advanced notice, where it believes in good faith that you have breached this Agreement or otherwise believes that termination is reasonably necessary to safeguard the rights of the Company and/or others users of the Services.
12.1. This Agreement, including all Sections listed herein, comprises the entire and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, understandings, arrangements, proposals or representations whether written or oral, heretofore made between the Parties and relating to this subject matter. In the event that Customer is comprised of several entities or individuals, the terms of this Agreement shall bind all of them jointly and severally.
12.2. All obligations under this Agreement shall be performed by and between the Parties. This Agreement does not create any rights on behalf of, or to the benefit of, any other third party not a signatory hereto.
12.3. You may not transfer this Agreement or any of your rights or obligations hereunder to any third party.
12.4. The Company may send to You any notices and documents by post, telex, courier, e-mail or by fax, as it deems fit. Any notice to be sent by You to Company shall be sent by certified mail or by courier. Such notice shall be effective upon its actual receipt by Company.
12.5. This Agreement shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of Israel, notwithstanding any conflicts of laws principles. Each of the Parties hereby irrevocably (i) consents to any suit, legal action or proceeding with respect to this Agreement being brought exclusively in the courts of Tel Aviv, Israel (the “Courts”) and waives to the fullest extent permitted by law any objection which it may have now or hereafter to the venue of any such suit, action or proceeding in any such Courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (ii) acknowledges the competence of such Courts, (iii) explicitly submits to the exclusive jurisdiction of such Courts in any such suit, action or proceeding, and (iv) agrees that final judgment in any such suit, action or proceeding brought in such Courts shall be conclusive and binding upon it and may be enforced in all courts.