Terms of Service
Recently updated: Sep 15, 2019
These Terms of Service (the “Agreement”) govern your relationship with Reaction Wellness Ltd. and its subsidiaries and affiliates (collectively “Reaction” or “we”) and set forth the terms and conditions under which Reaction makes available its website, Facebook page, including the Reaction application (“Application”) or other social media tools (collectively the “Platform”) to each service provider providing services to Reaction in connection with the Platform or Application (the “Contractor” or “you”) in the field of wellness and other related activities as may be available via the Platform or Application (the “Services”). Reaction and Contractor shall each be referred individually to as a “Party” and collectively as the “Parties”.
By checking the box “I Agree” on the relevant part in the Platform or Application or by executing this Agreement, as applicable, you agree to be bound by the terms and conditions of the Agreement, including by the Data Protection Addendum attached hereto.
1. Reaction’s Services
1.1 Reaction offers its users a wide range of wellness related service and/or products, including various wellness programs, such as exercise and health programs, stress management, outdoor activities or as may be provided via the Platform from time to time (the “Programs”).
1.2 The Platform allows customers, such as corporations, organizations, and government entities (“Customers”) which wish to purchase access or licenses of use to certain of the Programs for the benefit of their employees, agents, consultants or representatives (“End Users”) in accordance with the terms and conditions of Platform or Application, as applicable.
1.3 If you are using the Platform or Application on behalf of a company, entity, or organization (the “Organization”), you represent and warrant that you are an authorized representative of the Organization, having the authority to bind it to this Agreement. In the event you are using the Application or Platform on behalf of the Organization, all references to Contractor in this Agreement shall be construed to mean the Organization, and any other individual that uses the Application or Platform on behalf of or through authorization from the Organization.
1.4 Contractor agrees that the information you provide to Reaction during the registration process and subsequently, including without limitation any payment information, will be true, accurate, current, and complete in all respects, and that you will keep all such information accurate and up-to-date at all times and you further agree that Reaction may contact you by sending you messages by email and/or phone or other means as specified in the Application or Platform, in order to notify you about the availability or acceptance of certain services you have offered to provide in connection with the Services.
2. Subscription and Registration
2.1 In order to use the Services as a Contractor you will be requested to provide certain information which identifies you personally, such as your name, address, email address, payment information, etc., and to register for a user account in the Platform or Application (the “Contractor Account”). You are under no obligation to provide the above information to us, however, please note that without providing the requested information Reaction will not be able to allow you to participate in Platform or Application as a service provider with respect to the Services. It is our policy only to request information which is necessary for the provision of our Services. If you feel that any part of the requested information is not necessary for this purpose, please let us know.
2.3 By registering to the Platform or Application you warrant and represent that any information provided by you at the time of registration, including any billing information, if any, is complete, truthful and accurate, and you agree to ensure that such information is kept up to date.
2.4 You are entirely responsible for maintaining the confidentiality of your Contractor Account password. You agree not to use the account, username, or password of another contractor at any time, or to disclose your password to any third party. You acknowledge and agree that you are solely responsible for any use of your Contractor Account and all activities occurring in connection with the use of your Contractor Account.
3. Contractor Services
3.1 The Platform or Application enables users to provide certain files, programs or other documents (the “Playbook(s)”) created by such users (the “Playbook Creators”) in coordination with Reaction and as required for the Services. Contractor hereby represents and warrants that he/she will use the Playbook provided to him/her through the Platform or Application only for the purpose of performing the Services and strictly in accordance with the instructions of the relevant Playbook Creator with respect to Contractor’s provision of services to End Users via the Application or Platform (the “Contractor Services”).
3.2 You hereby represent, warrant and covenant to Reaction that:
3.2.1 you have the qualifications, skills, experience, expertise and the ability to carry out your obligations and undertakings under this Agreement or with respect to a relevant Playbook;
3.2.2 you will provide the Contractor Services in a timely, workmanlike and professional manner and with professional diligence and skill, all in accordance highest industry standards and applicable laws and regulations, as applicable, and in accordance with the terms of the relevant Playbook and this Agreement;
3.2.3 the engagement with Reaction and the provision of the Contractor Services do not require any third party approval or consent, and you shall not use any third party proprietary information in the performance of the Contractor Services;
3.2.4 you have never been convicted of a felony or crime which might preclude you from the performance of this Agreement or a relevant Playbook;
3.2.5 you will not provide any medical or health advice or treatment on behalf of Reaction or otherwise in connection with a Playbook or under this Agreement, furthermore, you will not assume responsibility for the medical care of any End User, or provide any recommendation or advice in connection thereof, and shall not provide any other representations or warranties in connection with a Playbook or this Agreement unless explicitly specified under this Agreement;
3.2.6 you are duly registered with the Income Tax Authority and with the Social Security Institution, as applicable, and you are solely responsible for the payment of any and all taxes and social security payments due to his earnings;
3.2.7 in case, Contractor is a company, then it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Agreement, such acts have been duly authorized by all necessary corporate actions of Contractor and constitute valid and binding obligations of Contractor;
3.2.8 you will use any and all Personal Data provided directly to you by End Users via the Application or Platform in strict confidence solely as required to provide the End users with the Contractor Services, and in accordance with the terms and conditions hereunder, including the terms and conditions of the DPA (as defined below) and in compliance with the relevant Playbook.
3.2.9 this Agreement constitutes a legal, valid and binding obligation of the Contractor enforceable in accordance with its terms;
3.2.10 the performance of this Agreement or the Contractor Services do not and will not violate the provisions of any applicable law, regulation or order, and do not and will not result in the breach of, or constitute a default under, any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected; and
3.2.11 all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the performance of this Agreement, including the Contractor Services, have been obtained or made and are in full force and effect.
4. Platform/Application Restricted Uses
4.1 In connection with your use of the Platform or Application, and without limiting any of the other obligations under this Agreement or under applicable law, you agree and undertake, that you will not, and will not allow others to:
4.1.1 upload, post, email, distribute, communicate, transmit or otherwise make available any content, and not to upload to the Platform or Application any content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, offensive, invasive of another's privacy, or otherwise objectionable, (ii) that infringes any intellectual property right of any third party, (iii) that you do not have the right to make available by reason of any law or contractual or fiduciary relationship, or (iv) that comprises or includes any “junk mail”, “spam” or disrupt discussions with repetitive messages
4.1.2 decompile, disassemble or reverse-engineer the Platform or Application or any part thereof, in any form or by any means; or modify the Platform in any way;
4.1.3 interfere with or disrupt the integrity or performance of the Platform or Application;
4.1.4 copy the Platform or Application or any feature, function or user interface thereof, or its related systems or networks;
4.1.5 recommend, provide or share any medical or health advice with other End Users through the Platform or Services on behalf of Reaction.
4.1.6 sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Platform or Application;
4.1.7 attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Platform, Application, technology or any software thereto, or otherwise attempt to gain unauthorized access to the Platform’s or Application’s software, code or restricted parts;
4.1.8 use the Platform or Application for any illegal, immoral or unauthorized purpose, encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit;
4.1.9 create a database by systematically downloading and storing all or any content from the Application or Platform or use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Application or Platform content, or reproduce or circumvent the navigational structure or presentation of the Application or Platform; and
4.1.10 you will not create groups or sub-groups within the Application or Platform in violation of this Agreement, or for any other purpose other than providing the Contractor Services, including with respect to any program or playbook which is not authorized by Reaction.
4.1.11 use the Platform or Application in any way that infringes or violates this Agreement or applicable law.
5. Ownership of IP
5.1 The Playbooks and any other information provided on and through the Platform or Application, including, without limitation, Reaction logo, trademarks, graphics, design, information, text, images, data, software, code, technology, algorithm, analysis, and other material displayed, available, used or present on the Platform or Application (collectively, the “Reaction Content”) are the copyrighted and/or trademarked works of Reaction, and/or the exclusive intellectual property of Reaction, its affiliates or licensors.
5.2 Subject to the terms and conditions under this Agreement, Reaction hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Playbook, provided to you by Reaction, solely for the purpose of performance of the Contractor Services during the term of this Agreement (“License”).
5.3 Reaction retains all rights, including any intellectual property rights in the Reaction Content. Except as otherwise explicitly stated under this Agreement, you hereby acknowledge that you have no right, title or interest in or to any Reaction Content, and that you have no right to modify, edit, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Reaction Content, including of any Playbook, in any manner.
5.4 In case Contractor shall create any new intellectual property in connection to the Reaction Content or in reliance thereof, including, among others, any feedback, suggestions, modifications, derivative works, then the intellectual property rights in all such works or information shall be the exclusive property of Reaction (the “New IP”). To the extent required under applicable law, Contractor hereby irrevocably assigns all rights and interest in and to the New IP to Reaction, and shall have no claim with connection to such New IP including with respect to additional compensation.
5.5 Contractor agrees to execute any assignment documents Reaction may require confirming Reaction ownership of any of the New IP. Contractor also waives any and all moral rights with respect to any such works, including without limitation any and all rights of identification of authorship and/or rights of approval, restriction or limitation on use or subsequent modifications. Contractor shall promptly disclose to Reaction any New IP which it might have authored or created in connection with the Application, Services or Playbook.
5.6 IP Use Restrictions. Without derogating from the foregoing, you hereby undertake not to do the following:
5.6.1 copy, display, provide access, publish, disclose, rent, distribute, sell or create of derivative works of the Reaction Content for any third party, which is not an End User;
5.6.2 alter, modify, amend or remove from any Reaction Content any language or designation indicating the confidential nature thereof or the proprietary rights of Reaction;
5.6.3 use the Reaction Content in a manner not expressly permitted under this Agreement; and
5.6.4 take any other action in derogation of Reaction intellectual property rights.
5.7 You agree not to display or use any logo, trademarks or designs of Reaction, as part of the Reaction Content or otherwise used in the Platform or Application, in any manner without Reaction express prior written permission. Any trademarks, service marks and logos associated with a third party offering at the Platform or Application may be the property of the third-party providers, and you should consult with their trademark guidelines before using any of their marks.
6. Mobile Device Services
6.1 In order to use our Application, you will need a compatible mobile device. We cannot guarantee that the Application will be compatible with, or available on, your device. You hereby acknowledge that you may need to pay fees to use certain premium features in connection to your mobile device. Further, your phone company’s normal messaging, data, and other rates and fees will still apply.
6.2 By downloading or using our Application, you expressly agree we may communicate with you regarding transactions you have initiated on the Platform or Application or respond to your communications to us through the Platform or Application by SMS, text message, or other electronic means directed to your mobile device and that certain information about your usage of the Application may be communicated to us automatically form your mobile device. We will not send you direct messages of a marketing nature without your prior express written consent and you can opt out of receiving any marketing messages from us at any time by sending us an email to [email@example.com].
6.3 If you download the Application from a third-party app store (the “App Provider”), you acknowledge and agree that:
6.3.1 The Terms are an agreement between us, and not with the App Provider. As between Reaction and the App Provider, Reaction is solely responsible for the Application;
6.3.2 The App Provider has no obligation to provide any maintenance and support services with respect to the Application;
6.3.3 In the event of any failure of the Application to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider may refund the purchase price for the Application to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Application, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between Reaction and the App Provider, Reaction’s responsibility;
6.3.4 The App Provider is not responsible for addressing any claims you have relating to the Application or your possession and use of the Application;
6.3.5 If a third party claims the Application infringes another party’s intellectual property rights, as between the App Provider and Reaction, Reaction will be responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by the Terms;
6.3.6 The App Provider and its subsidiaries are third-party beneficiaries of the Agreement as it relates to your license to the Application. Upon your acceptance of the Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Application against you as a third-party beneficiary thereof; and
6.3.7 You must also comply with all applicable third-party terms of service when using the Application.
7. Contractor Conduct
7.1 You are solely responsible for your interactions with End Users with respect to the Contractor Services. We will not be responsible for any damage or harm resulting from your interactions with other users of our Platform or Services.
7.2 You hereby represent and warrants that you shall:
7.2.1 be respectful, professional and diligent to End Users of our Platform or Contractor Services and act in accordance with highest industry standards, as applicable. Furthermore, you shall not act in a harassing, illegal or inappropriate manner on our Platform, Application or Contractor Services;
7.2.2 carry out the Contractor Services in a reasonable, moderate and professional manner, in accordance with the instruction of the Playbook, after carefully reviewing such Playbook, and carefully planning the Contractor Services accordingly;
7.2.3 actively avoid any extreme or dangerous implementations of any Playbooks or uses which include high risk of injury or damages, and plan the execution of any Contractor Services in a responsible and reasonable manner, considering all relevant circumstances;
7.2.4 not publish, share, copy or post other people’s private and confidential information. Contractor further confirm that whatever information they receive from the End User, which is not public domain information, shall not be used for any purpose whatsoever other than for the performance of the Contractor Services;
7.2.5 clearly explain to End Users the requirements and risks involved in participation in Playbook, as applicable, and ask their express consent for such activity;
7.2.6 if you open a group or sub-group via the Application or Platform for a certain Playbook, you should clearly notify and explain to the invited End Users of such group or sub-group, the terms and conditions related to the participation in such group or sub-group, including payment terms, cancellation policy, goals, and any other relevant terms and conditions or you should set all these and other terms in advance in the relevant features of the Application or Platform when setting up a new group or sub-group.
7.2.7 act in accordance with all applicable laws and regulation in performance of the Contractor Services.
8. Fees and Payment
8.1 Contractor Service Fees. The fees for the Contractor Services performed by you with respect to Playbooks, as applicable, in accordance with this Agreement (“Service Fees”) are set forth on the Platform at or the at the payment icon in the Application or as specified in a purchase order attached hereto (“Purchase Order”), if and as applicable, and after deduction of the Reaction Fees (as defined below). In case Contractor has created a new group or a sub-group for the performance of a Playbook via the Application or Platform, then the Services Fees shall be in the amount determined by Contractor and as set forth in the relevant portion of the Application or Platform with respect to such new group or sub-group. Contractor hereby acknowledges and agrees that the Service Fees may be updated by Reaction from time to time, or as otherwise stated in a Purchase Order, if applicable.
8.2 Payment Terms. Reaction shall pay you the Service Fees and any other applicable fees stated in a Purchase Order or as otherwise specified in the Agreement. Service Fees will be paid in accordance with each billing period. You will provide Reaction with valid and updated payment information, including bank account details or other payment methods (e.g., PayPal etc.) as acceptable to Reaction or as stated in the Platform. By submitting payment information, you authorize Reaction to provide that information to third parties for purposes of facilitating payments. You agree to verify any information requested by Reaction for purposes of acknowledging or completing any payment.
8.3 Reaction Fee. You hereby acknowledge and agree that Reaction may charge you certain amounts for your use of the Platform or Application to provide the Contractor Services as set forth in the applicable portion of the Platform or Application or as set forth in any Purchase Order (“Reaction Fees”). Reaction shall deduct the Reaction Fees from the Service Fees you are eligible to as consideration for use of the Platform or Application for the purpose of providing the Contractor Services to End Users. You hereby agree that Reaction, at its absolute discretion, may decide not to deduct or charge the Reaction Fees as determined by Reaction. Furthermore, from time to time, and at Reaction’s absolute discretion, it may amend the rates of the Reaction Fees, subject to a reasonable prior written notice to you or as notified via the Platform.
8.4 Changes in Fees. Without derogating from the foregoing, and Upon reasonable prior written notice to you, Reaction may amend any Service Fees and/or Reaction Fee specified in the Platform, Application or a purchase order, provided that the amendment shall not become effective for Contractor Services which are currently being provided but only for future Contractor Services which have not been provided yet to End Users, unless such Service Fees relate to a new group or sub-group created by Contractor which Reaction shall not amend, unless required for breach of this Agreement or applicable laws.
8.5 Payment Errors. If you believe there has been an error in payment, you must provide written notice to Reaction within 45 days after the date of payment while specifying the nature of the error and the amount in dispute. If notice is not received by Reaction within such 45 days period, the payment will be deemed final.
8.6 Taxes. Service Fees include taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by applicable jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under the Agreement. Reaction may withhold from all Service Fees all Taxes which, by applicable law, Reaction is required to withhold therefrom.
9. Privacy and Data protection
9.1 Personal Data. Contractor acknowledges and agrees that as part of the Contractor Services certain Personal Data (as defined in the DPA) may be disclosed to him/her by Reaction or by End Users. Contractor represents and warrants that any Personal Data disclosed to him/her in connection to the Contractor Services shall be used, stored or processed in accordance with the Data Processing Addendum (“DPA”) attached hereto as Exhibit A, and subject to applicable laws and regulations. Contractor agrees to be bound by the terms and conditions of the DPA, as applicable to him/her.
9.2 Without derogating from the foregoing, Contractor agrees to maintain strict secrecy and privacy of any Personal Data of End Users and to use such Personal Data with extra care and trust all in accordance with the terms and conditions of the DPA, and subject to applicable laws and regulations.
9.3 In addition to any obligation in the DPA, Contractor hereby represents and warrants that it: (a) will use Personal Data solely for the purposes of providing the Contractor Services under this Agreement and not to use it for any other purpose; (b) not to sell or otherwise improperly disclose Personal Data to any third party; and (c) to employ administrative, physical and technological safeguards to reasonably secure and protect Personal Data against loss, theft, or unauthorized access, use or modification, as applicable to the Contractor Services.
9.4 HIPAA. The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes rules to protect certain personal health information or “PHI” as that term is defined under HIPAA. The Contractor Services should not include disclosure of PHI, however, in case such PHI will be required to be disclosed to Contractor or Reaction in connection with the Contractor Services then prior to such disclosure Reaction and the Contractor shall enter into a Business Associate Agreement (“BAA”) in the form provided by Reaction.
10. General Information and Non-Medical Advice
10.1 Contractor acknowledges and agrees that all information or content provided through the Application or Contractor Services are for general wellness information purpose only. Contractor shall not provide or present any information as medical diagnosis or treatment or a health recommendation. Any content (including questions or answers) communicated through the Platform or Services must not be construed to create the appearance of health or medical advice. Contractor should be careful with his/her instructions and performance of the contractor services as not to create a false impression of medical advice. Contractor shall communicate in a moderate and REASONABLE manner with the end users, using caution as not to misrepresent instructions under a playbook or any INFORMATION thereof.
10.2 CONTRACTOR MUST NOT PROVIDE ANY MEDICAL RECOMMENDATIONS OR ENDORSEMENTS thereof. Contractor agrees that REACTION IS NOT RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM THE USE OF THE PLATFORM AND/OR APPLICATION. If any end user is encountering health issues during performance of the contractor service, contractor must inform such end user to seek professional medical advice from his/her physician.
11. Warranty Disclaimers
11.1 CONTRACTOR ACKNOWLEDGES AND AGREES THAT THE PLATFORM, APPLICATION OR PLAYBOOKS, ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, ARE USED ONLY AT CONTRACTOR’S SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
11.2 REACTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND REACTION SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE APPLICATION, PLATFORM (AND ALL CONTENT, INFORMATION, SOFTWARE, AND LINKS) AND/OR PLAYBOOKS, INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, CONTRACTOR ABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
11.3 THE APPLICATION, PLATFORM, OR ANY CONTENT PROVIDED THEREOF ARE PROVIDED FOR PERSONAL USE ONLY AND DO NOT PROVIDE OR CONSTITUTE PROFESSIONAL, MEDICAL OR PARAMEDICAL ADVICE OR HEALTHCARE SERVICES AND MUST NOT BE RELIED UPON AS SUCH.
12.1 Contractor agree to indemnify, defend, and hold harmless Reaction from and against any and all claims alleged or asserted against Reaction, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising from or relating to: (a) any actual or alleged breach by Contractor of any provisions of the Agreement; (b) performance of the Contractor Services; (c) any actual or alleged violation by Contractor of the intellectual property, privacy or other rights of a third party; (d) negligence, willful misconduct or fraud of Contractor; or (e) breach of applicable laws or regulations.
13. Limitations On Liability And Remedies
13.1 REACTION AND ITS AFFILIATES, OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (EVEN IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN) ARISING FROM THE PLATFORM, APPLICATION AND/OR CONTRACTOR SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR OPPORTUNITIES, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF REACTION HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, REACTION’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. CONTRACTOR ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, REACTION WOULD NOT BE ABLE TO OFFER THE PLATFORM THE APPLICATION OR THE SERVICES.
13.2 To the extent permitted by applicable law, Contractor acknowledges and agrees that Reaction offer the Platform or Application and set the Services Fees in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Agreement, that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and form an essential basis of the bargain between you and us. Reaction would not be able to enable this engagement to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
13.3 To the extent the foregoing limitation of liability is prohibited by applicable law, then Reaction’s total aggregate liability in any matter arising out of or related to the Agreement is limited to US $500 or the total amount of the Service Fees in the 6 months preceding the event giving rise to such liability, whichever is greater. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.
14.1 During the Term (as defined below) the Contractor shall obtain and maintain, in full force and effect, at his/her sole cost and expense, comprehensive professional liability insurance coverage with financially sound and reputable insurance companies in such amounts and against such risks as are usually carried by service providers in the same general areas of practice, to protect against any liability incident to the rendering of the Contractor Services under this Agreement.
15. Relationship of the Parties.
15.1 In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other Party. Nothing herein shall be deemed or construed to create a joint venture, fiduciary or agency relationship between the Parties for any purpose. Nothing in the Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Customer and Reaction.
15.2 Contractor will defend, indemnify and hold Reaction, or any third party on its behalf, harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals relating to any obligation imposed upon Reaction to pay any withholding taxes, social security, vacation pay, sick pay, pension, convalescence pay, unemployment or disability insurance or similar terms in connection with compensation received by Contractor, or which are based upon a stipulation by a competent judicial authority that an employer - employee relationship was created between Reaction or its affiliates and Contractor and their agents and employees.
15.3 It is hereby clarified that any right granted to Reaction to instruct or oversee the Contractor Services by Consultant is granted in order to ensure the performance of the Contractor Services in full and not to imply or justify an employer-employee relationship between Reaction and Contractor or any of their agents or employees
16. Term and termination
16.1 Term. Unless otherwise specified in a Purchase Order, the term of the Agreement will begin at the date of execution of this Agreement for a period specified in Application, Playbook or Purchase Order, as applicable (“Term”).
16.2 Either Party may terminate the Terms and/or any subscription at any time, for any reason or no reason, by providing written notice to the other party at least 60 days before the end of the relevant Term. Unless otherwise specified in a purchase order.
16.3 Termination for Breach. Reaction may terminate the Agreement, effective immediately upon notice to Contractor, if Contractor is in material breach of the Agreement. In the event of a termination pursuant to this Section 16.3, Reaction shall pay Contractor all Service Fees for Contractor Services provided prior to such termination.
16.4 Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Purchase Orders will automatically terminate and be of no force or effect; (b) Contractor will have no rights to continue using the Platform or Application as a Contractor and will cease providing the Contractor Services; (c) all licenses and rights granted by Reaction to Contractor hereunder shall terminate immediately; and (d) Reaction will have no obligation to maintain your Contractor Account or to retain or forward any data to you or any third party, except as required by applicable law.
17.2 Severability. If any provision of the Agreement is held unenforceable, then such provision will be severed or modified to reflect the Parties’ intention. All remaining provisions of the Agreement shall remain in full force and effect.
17.3 Assignment. Contractor may not assign or otherwise transfer the Agreement or your rights and obligations under the Agreement, in whole or in part, without Reaction’s prior written consent, and any such attempt will be null and void. Reaction may assign the Agreement at any time to the successor in interest in connection with a merger, sale, consolidation or other corporate reorganization.
17.4 Governing Law and Jurisdiction. This Agreement and any claim, controversy, or dispute arising under, related to, or otherwise in connection with this Agreement, including the nature of the relationship of the Parties and/or the interpretation and enforcement of their respective rights and obligations under this Agreement, shall be interpreted, construed, and enforced in accordance with the laws of the State of Israel, applied without giving effect to any conflicts of law principles that would result in the application of the laws of any other jurisdiction. The Parties agree that any lawsuit that may be brought with respect to this Agreement shall be brought and tried exclusively in competent courts located in Tel-Aviv, Israel.
17.5 Acknowledgement of Terms. Contractor hereby represents and warrants to Reaction that: (i) he/she is voluntarily entering into this Agreement of his/her own freewill, (ii) he/she is not entering this Agreement under economic duress, (iii) he/she is familiar with the English language and has read and understood the terms and conditions of this Agreement; and (iv) the terms of this Agreement are reasonable and fair to the Contractor.
17. 6 Third Party Beneficiary. Nothing contained in this Agreement shall give rise to any third party being considered a third-party beneficiary of this Agreement or having or being entitled to any rights whatsoever with respect to this Agreement, including the right to enforce any of the terms and/or conditions of this Agreement.
17. 7 Electronic Communications and Signatures. Contractor agrees to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Platform or Application. Furthermore, Contractor hereby waives any rights or requirements under any applicable laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
17.8 Notices. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed to have been received as follows: (i) if delivered or sent by confirmed e-mail transmission, on the business day immediately following the transmission thereof; (ii) if delivered or sent by courier, upon receipt, and (iii) if sent by registered mail, on the date on which receipt is confirmed by the applicable postal service.
17. 9 Counterparts. This Agreement may be executed in one or more counterparts, with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement. PDFs of a Party’s authorized representative’s signature shall be deemed to be binding upon such party. The Parties agree and acknowledge that this Agreement and any amendments to this Agreement may be signed by means of an electronic signature, provided that such signature and any related signing process comply fully with all applicable laws.