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v1.1 published 05.01.2023

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AMIRA HEALTH INC.

 

TERMS OF USE

 

These terms (“Terms of Use”) define the contractual relationship between you and Amira Health Inc., a Delaware corporation. When we speak of “Amira,” “we,” “us,” and “our,” we mean Amira Health Inc.. and its affiliates. An “Affiliate” means any person who, directly or indirectly, controls, is controlled by, or under common control with Amira Health Inc.

 

Please read carefully as they constitute a binding legal agreement between you and Amira. It is important to establish what you can expect as you use Amira’s website https://www.amira.care/ (the “Website”), our existing and future products (“Products”) and our current or future services (the “Services”), and what we expect from you. 

 

We also make our Privacy Policy, which is incorporated into these Terms of Use by reference.

 

  1. Our Contractual Relationship

CLICKING ON THE “I AGREE” BUTTON OR CHECKING THE “I AGREE” BOX SIGNIFIES YOUR ASSENT TO THESE TERMS. ALTERNATIVELY, USING THE WEBSITE, PRODUCTS AND/OR SERVICES INDICATE THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU ARE NOT AUTHORIZED TO USE THE WEBSITE, PRODUCTS AND/OR SERVICES IF YOU DO NOT ACCEPT THESE TERMS.

 

From time to time, we may update or modify these Terms of Use without prior notice. Such updates or modifications will become effective upon the publication of the updated Terms of Use on our Website. It is your responsibility to check the Website for updates. Your continued access to our Website, Products and/or use of the Services after such posting constitutes your consent to be bound by the updated Terms of Use.

 

IMPORTANT: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A WAIVER FROM YOUR RIGHT TO INITIATE A CLASS ACTION AND RIGHT TO TRIAL BY JURY, THAT AFFECT YOUR RIGHTS UNDER THESE TERMS OF USES AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. THIS REQUIRES YOU TO RESOLVE ALL DISPUTES WITH AMIRA HEALTH INC. ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. YOU MAY OPT OUT FROM THE ARBITRATION REQUIREMENT BASED ON THESE TERMS OF USE BY CONTACTING US AT hello@amira.care.

 

  1. Our Services

We are constantly developing new technologies and features to improve our Products and Services. As part of this continual improvement, we will sometimes add or remove features and functionalities, increase, or decrease limits to our Products and Services, and start offering new Products and Services or stop offering prior ones. You will be notified of such changes through our Website. If we make material changes that negatively impact your use of our Services or if we stop offering a Service, we may choose to, but are not obliged to, provide you with reasonable advance notice and an opportunity to stop using the Products and Services, cancel or close your Account (as defined below), except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues.

 

YOU AGREE TO ACCESS THIS WEBSITE, PRODUCTS AND/OR THE SERVICES AT YOUR OWN RISK. PLEASE CAREFULLY REVIEW THESE TERMS OF USE, INCLUDING THE SECTIONS TITLED “DISCLAIMERS AND DISCLAIMER OF WARRANTY” AND “LIMITATION OF LIABILITY” PRIOR TO ACCESSING THE WEBSITE, PRODUCTS AND/OR SERVICES.



 

  1. Account

 

In order to use certain Products and Services, you [may] need to register for and maintain an active personal user account (“Account”).

 

Account registration requires you to submit to Amira certain personal information, which may be collected, stored, and shared subject to Amira’s Privacy Policy

 

  1. Our Communications and Your Feedback

 

We may send you service announcements or otherwise communicate with you to provide Services. By using the Website, Products and/or Services, you consent to receiving electronic communications from us. 

 

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Products and Services (“Feedback”). You agree that Amira has the right, but not the obligation, to use such Feedback and your contributions without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services based on your Feedback.

 

  1. Personal Information and Privacy

 

Our Privacy Policy describes how we handle personal information you provide to us when you use our Website, Products and/or Services. Through your use of Amira’s Website, Products and/or Services, you consent to the collection and use of your personal information, as set forth in the Privacy Policy.

 

  1. Your Contractual Commitments

 

Use of Our Website, Products and/or Services

 

Our Website, Products and Services are available only to individuals who can form legally binding contracts under applicable law.

 

If you are eligible to use the Website, Products and/or Services, you agree to the following terms and conditions:

  • You agree to comply with all applicable laws when using the Website, Products and/or Services, and you may only use them for lawful purposes.

  • You may only use the Website, Products and/or Services for personal purposes. 

  • You may not abuse, harm, interfere with, or disrupt the Website, P:roducts and/or Services. 

  • You may not copy, rip, or capture any content encountered on the Website. This includes bulk copying or "scraping" any portion of the content using a bot, or other tool, data mining, or similar data gathering or extraction methods. 

  • You may not attempt to gain unauthorized access to any portion of the Website or any other accounts, computer systems, or networks connected to the Website, whether through hacking, password mining, or any other means.

  • You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Website, Products and/or Services. 

  • You may not use the Website to upload, transmit, or promote any material that constitutes junk mail, spam, commercial offers, inappropriate or illegal content.

  • You may not use the Website, P:roducts and/or Services in a manner that infringes or violates the intellectual property rights, privacy, or any other rights of any parties, including Amira.

  • You will not misrepresent any facts or make false claims with regards to Amira, its Products or its Services.

 

Network Access & Devices

 

You are responsible for obtaining the data network access that may be necessary to use the Website, Products and/or Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Website, Products and/or Services from a wireless-enabled device. 

Intellectual Property Rights

The materials displayed, performed or available on or through the Website, Products and/or Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and Feedback (all of the foregoing, the “Content”), are protected by copyright and/or other intellectual property laws. This also includes all names, logos or marks that belong to Amira or various third parties. You acknowledge that as between you and Amira, the Content, including all associated intellectual property rights, are the exclusive property of Amira or their respective owners.

Subject to your compliance with these Terms of Use, Amira grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to:

  • access and use the Website on your device in connection with your use of the Products and Services; and

  • access and use any content, information and related materials that may be made available through the Website, Products and/or Services, in each case solely for your personal or internal business use. 

Any rights not expressly granted herein are hereby reserved by Amira and Amira’s licensors.

 

  1. Third Party Content

By using the Website, Products and/or Services, Amira may provide you with access to third party websites, information, and services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that Amira does not control such third-party websites and services, and cannot be held responsible for their content, operation, or use. Your use of those services is subject to the respective service provider’s Terms of Use. Amira does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by such third-party websites and services. Amira disclaims any and all responsibility or liability for any harm resulting from your use of such third-party websites and services, and you hereby irrevocably waive any claim against Amira with respect to the content or operation of any such third-party websites and services.

  1. Disclaimers and Disclaimer of Warranties

YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE WEBSITE, PRODUCTS AND/OR SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, PRODUCTS AND/OR SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS, GUARANTEES OF ANY NATURE OR KIND. 

AMIRA HEALTH INC. AND ITS officers, directors, employees, agents, licensors, and suppliers (“AFFILIATES”) HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. BECAUSE SOME STATES DO NOT PERMIT DISCLAIMER OF IMPLIED WARRANTIES, YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS, TO THE EXTENT APPLICABLE TO THE SERVICES.

AMIRA HEALTH INC. OR ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE WEBSITE, PRODUCTS AND/OR SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE WEBSITE, PRODUCTS AND/OR SERVICES (INCLUDING THOSE OF THIRD PARTIES). WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS OR OTHER DAMAGE OR LOSS RESULTING FROM ANY OF THOSE PROBLEMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE WEBSITE.

  1. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORIES OF LIABILITY INCLUDING BUT NOT LIMITED TO TORT, CONTRACT, FRAUD, MISREPRESENTATION, NEGLIGENCE OR OTHERWISE, SHALL AMIRA HEALTH INC. OR ITS AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) INDIRECT, EXTRAORDINARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE, INABILITY TO USE OR THE RESULT OF USING THE WEBSITE, PRODUCTS AND/OR SERVICES OR (B) ANY MATTER BEYOND OUR REASONABLE CONTROL. 

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN FEES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO YOUR OBLIGATION TO INDEMNIFY AMIRA PURSUANT TO THIS TERMS OF USE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. 

  1. Indemnification

 

You agree to indemnify, defend, and hold harmless Amira Health Inc. and its Affiliates, from and against all claims, losses, liabilities, expenses, damages, and costs, including, without limitation, legal costs and reasonable attorney’s fees arising from or relating in any way:

  • To your access to, use of, or alleged use of, the Website, Product and/or Services;

  • Your breach or violation of any of these Terms of Use, any representation, warranty, or agreement referenced in these Terms of Use, or any applicable law or regulation;

  • Your violation of the rights of any third party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or

  • Any dispute or issue between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim and any resolution and payment of such claim.

  1. Termination

We may immediately and without notice terminate these Terms of Use and disable your access to the Website, Products and/or Services if we determine, in our sole discretion, that (a) you have breached the Terms of Use; (b) you have violated applicable laws, regulations or third-party rights; (c) we need to terminate these Terms of Use to comply with a legal requirement or a court order; or (d) we believe, in good faith, that such action is needed to protect the safety, welfare or property of Amira Health Inc. or others.

You may end your legal agreement with Amira at any time by deactivating your accounts by contacting us at hello@amira.care and discontinuing your use of the Website, Products and/or Services.

 

  1. Survival

Provisions that, by their nature, should survive termination of the Terms of Use shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

  1. Governing Law

These Terms of Use are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. 

  1. Jurisdiction

For all purposes of these Terms of Use, you and Amira consent to exclusive jurisdiction and venue in the state or federal courts located in Middlesex County of the Commonwealth of Massachusetts. 

If the Arbitration Agreement (as defined below) is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Middlesex County of the Commonwealth of Massachusetts to resolve your claim.

  1. Arbitration Agreement

You and Amira agree to resolve any claims relating in any way to your use of Amira’s Website, Products and/or Services through final and binding arbitration by a single arbitrator, except for the exceptions set forth below (“Arbitration Agreement”). This includes disputes arising out of or relating to interpretation or application of this Section 16 (Arbitration Agreement), including its enforceability, revocability, or validity.

ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND AMIRA HEALTH INC. ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

You can decline this agreement to arbitrate within 30 days of first registering your Account or, if you do not have an Account, your first use of Amira’s Website, Products and/or Services. In this case, you must contact us at hello@amira.care and clearly communicate your choice to opt out of the Arbitration Agreement. We may require further information to process your request. If you agreed to a previous version of these Terms of Use that allowed you to opt out of the Arbitration Agreement, your previous choice to opt out or not opt out remains binding.

The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Middlesex County of the Commonwealth of Massachusetts, United States. The AAA rules will govern payment of all arbitration fees. 

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to:

  • Pursue injunctive or other equitable relief at any time, from any 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.

  • Assert individual claims, if they qualify, in small claims court in Middlesex County of the Commonwealth of Massachusetts so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, coordinated, consolidated, collective, or representative action against Amira. Our agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision.

  1. Class Action and Trial by Jury Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR AMIRA HEALTH INC. WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY, AND YOU AND AMIRA HEALTH INC. HEREBY WAIVES ANY RIGHT TO ASSERT CONSOLIDATED CLAIMS WITH RESPECT TO ANY DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS OF USE OR ANY DISPUTES BETWEEN YOU AND AMIRA HEALTH INC. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF YOU AND AMIRA TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

IF THE ARBITRATION AGREEMENT IS FOUND NOT TO APPLY TO YOU OR YOUR CLAIM, YOU AND AMIRA HEALTH INC. EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT OF COMPETENT JURISDICTION.

  1. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of USE, will be given by Amira by posting a revised or modified Terms of Use on the Website. If any modification is not acceptable to you, your sole and exclusive remedy and recourse is to discontinue use of the Website, Products and/or Services.

  1. No Waiver

Amira’s failure to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision.

  1.  Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Amira‘s prior written consent. Any attempt by you to assign or transfer these Terms of Use without such consent will be null and of no effect. Amira may assign or transfer these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns. These Terms of Use do not and are not intended to confer any rights or remedies upon any person other than the parties.

  1. Severability

If, for any reason, an arbitrator or a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms of Use will remain in full force and effect.

  1. Entire Agreement

These Terms of Use constitute the entire agreement between you and Amira regarding your use of the Website, P:roducts and/or Services and supersede all prior written or oral agreements.

  1. Contact Us

 

If you have any questions about the Website, Products and/or Services, please do not hesitate to contact us at hello@amira.care.

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