Recently Updated: Sep 15, 2019
If you do not agree to be bound by the Terms, you should stop using the Platform or Application and discontinue use of the Services. As long as you do not cease using the Platform, Application or any of the Services, you will be conclusively deemed to have accepted the Terms.
Your acknowledgment and agreement to the terms and conditions of the Terms hereunder;
Description of Reaction’s Services (Sections 1 & 2);
End Users’ Use of the Services (Section 3);
Explanation and description of Mobile Device Services (Section 5);
Explanation of data usage with respect to the Platform, Application or Services (Section 8);
Your acknowledgement of the general purpose of the information and content provided via the Platform, Application or Services (Section 10);
Your agreement that the Services are provided “as is” and without any warranties (Section 12);
Your agreement that Reaction has no liability regarding the Platform, Application or Services (Section 14);
Your consent that you and Reaction have the right to compel arbitration (Section 18.6).
1. Reaction’s Services
1.1 Reaction offers 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 seek to purchase access or use rights to certain of the Programs for the benefit of their employees, agents, consultants or representatives (“End Users”) in accordance with the terms and conditions hereunder.
1.3 Reaction reserves the right at any time and from time to time, without being obligated to provide prior notice, to modify, suspend, or discontinue, temporarily or permanently, the Platform or Services or any part thereof, or User’s access thereto, provided that in case of any material modification, suspension, or discontinuance of the Platform or Services, we will use reasonable commercial efforts to provide you with prior written notice of such material change. You will have no claim, complaint or demand against Reaction for applying such changes or for failures incidental to such changes. Without derogating from the above, in connection with Customers engaged with Reaction, any modification or disconnection of the Services shall be in accordance with the applicable agreement between the Customer and Reaction.
1.4 Please note that third party advertisements may appear on the Platform from time to time. Reaction does not endorse these advertisements, nor do such advertisements represent any recommendation provided by Reaction. Any use based on such advertisement is made at your sole risk.
2. Subscription and Registration
2.1 Customer Use of the Services:
2.1.1 Various subscription packages are offered to the Customers on the Platform, according to different rates and terms as specified on the Platform with respect to the Services. Not all of the features and functionality of the Services offered may be available in each package.
2.1.2 Customers may engage Reaction through a purchase order (“Purchase Order”), stating the terms and conditions for such engagement including payment terms. For engagements by Purchase Order, Customers agree that the Terms shall be attached to the Purchase Order and shall be an integral part of such Purchase Order.
2.1.3 In case, Customers engage Reaction via the Platform then, in order to purchase one of our packages, you will be transferred to our payment page, which enables payment for the package of your choice via PayPal or credit card. Please note that currently we do not process payment independently and shall not be liable to any damage relating to payments made or proposed by third parties in connection to the Services. Depending on the features you have selected in the Platform your subscription may be renewed automatically at the end of the subscription period, if you choose the automatic renewal or if, not chosen, then your subscription shall terminate at the expiration of the subscription period. Furthermore, you may terminate your subscription by selecting the end subscription option at the Platform, and your subscription shall end accordingly.
2.1.4 Customers hereby represent and warrant that they are authorized to provide information about the End Users as required for the performance of the Services, and that prior to such disclosure Customer shall notify End Users of such intention and obtain their express consents and authorizations to the disclosure of their information, in accordance with applicable law, including data protection laws and regulations.
2.2 End Users Use of the Application/Services
2.2.1 In order to use the Services, you will be required to register and create an account by choosing a user name and password, and providing us with certain details, such as name, address, e-mail address, etc. This is information you provide to us voluntarily. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another User 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 account and all activities occurring in connection with the use of your account.
2.2.2 By registering to the Platform, Application or Services 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.
2.2.3 If your billing information and the payment source you provided while registering for the Services is invalid, if charges billed to you are declined or not paid or if you fail to pay charges when due, your account may be suspended or cancelled, at our sole discretion.
2.2.4 Reaction may, in its sole discretion, refuse to offer access to or use of the Platform, Application and Services to any User, and change its eligibility criteria at any time. This provision is void where prohibited by law and this right is revoked in such jurisdictions.
2.2.5 Reaction may terminate your account immediately if you do not comply with the Terms.
3. End Users’ Use of the Services
3.1 As an End User of a Customer you will be granted a code, link or other Customer identifier to use the Platform or Application through which you will be able to use the Services, including certain Programs, all in accordance with the terms of engagement of the Customer, purchasing such programs on behalf of you, its End Users. Note that in accordance with the specific terms of Customer’s engagement with Reaction, you, the End User, might be required to pay certain amount of fees in order to use the Services, all as indicated to you in the relevant section of the Platform (including within the Application).
3.3 Safety Highlights. Reaction cares about your well-being and therefore, recommends you to carefully review the following:
3.3.1 You should consult with your healthcare provider(s) and consider the associated risks before using our Services in connection with any physical activity, wellness or fitness program, or any dietary program or guidance. By using our Application, Services or Programs, you agree, represent and warrant that you have received consent from your physician to participate in wellness and fitness programs, workouts, exercises or any of the related activities made available to you in connection with the Services, and that you have consulted with your physician before making any dietary changes based upon information available through the Application or Services. Everyone’s condition and abilities are different, and participating in the activities promoted by our Application or Services is at your own risk. IF YOU CHOOSE TO PARTICIPATE IN THESE ACTIVITIES, YOU DO SO OF YOUR OWN FREE WILL AND ACCORD, KNOWINGLY AND VOLUNTARILY ASSUMING ALL RISKS ASSOCIATED WITH SUCH ACTIVITIES. ACTIVITIES PROMOTED BY SERVICE MAY POSE RISKS EVEN TO THOSE WHO ARE CURRENTLY IN GOOD HEALTH.
3.3.2 You understand and agree that we will not carry out and are not responsible for any physical inspection, supervision, preparation, execution or conduct of any activities related to or accessed or discovered via the Services (e.g., featured, official or community created challenges; routes; friendly competitions or similar activities; any single or group training activities; or other events or activities that utilize our Services), including, any activities taking place under Contractor Groups (as defined below). Maps, directions and other GPS or navigation data, including data relating to your current location, may be unavailable, inaccurate or incomplete. We encourage you to always put safety first, follow applicable traffic regulations, do not change settings on your device while in motion or in unsafe areas and always be vigilant and take stock of your surroundings when exercising. Furthermore, we encourage you to act in a civil, friendly and respectful manner when using the Services, including, with respect to interaction via Contractor Groups, and you should remember that you may interact with strangers, therefore, we recommend that you be cautious and act in accordance with the Terms and be respectful of others.
3.3.3 Except as otherwise set out in the Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injuries or damages sustained from your physical activities or your use of, or inability to use, any Services or features of the Services, including any content or activities you access or learn about through our Application, programs or Services, even if caused in whole or part by the action, inaction or negligence of Reaction or others. To the maximum extent permitted by applicable law, you expressly agree we do not assume responsibility for any activity or any other race, contest, class, athletic activity or event that utilizes or is promoted by or accessed via the Application or Services.
3.3.4 YOU HEREBY ACKNOWLEDGE THAT OUR RECOMMENDED PROGRAMS OR WORKOUT PLANS AND EXERCISES OR ANY OTHER WELLNESS PLANS, EVEN IF THEY ARE TAILORED TO INDIVIDUAL USERS, SHOULD NOT BE MISCONSTRUED AS MEDICAL ADVICE, DIAGNOSES OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION AND BEFORE STARTING ANY NEW TREATMENT.
3.6 Third Party Applications. You may be able to access certain third party links, applications, content, services, promotions, special offers, or other events or activities (“Third-Party Applications”) via our Application or Services. If you choose to access these Third-Party Applications, you may be requested to log-in and sync your accounts with such applications. You are in no way obligated to use any Third-Party Applications, your access and use of such applications is entirely at your own risk, and we have no associated liability. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third-Party Applications. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Applications.
3.7 You understand that your continued use of the Programs, Application or Services is dependent on the terms of engagement the Customer which purchased such services on your behalf and that any termination of the Services for such Customer shall impact your right to continue using the Application, Services or Programs.
3.8 You hereby acknowledge and agree that you are subject to the limitations and restrictions on use of the Application, Platform, or Services as set forth hereunder, including under Sections 5, 11 below.
4. Ownership of IP
4.1 Content and information provided on and through the Platform or Services, 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 Services (collectively, the “Reaction Content”) are the copyrighted and/or trademarked works of Reaction, and/or proprietary information and knowledge protected under intellectual property rights, owned exclusively by Reaction and/or its affiliates.
4.2 Reaction retains all rights, including any intellectual property rights in the Reaction Content. 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 in any manner.
4.3 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 Services, 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 Services may be the property of the third-party providers, and you should consult with their trademark guidelines before using any of their marks.
4.4 License Grant to Users.
4.4.1 Subject to the terms and conditions hereunder, Reaction grants User a non-exclusive, worldwide and perpetual license to perform, display and use the Application.
4.4.2 Subject to the terms and conditions of the terms, Reaction hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services as selected via the Platform or Application, during the Subscription Term (as defined below) and solely for your internal personal purposes.
5. Mobile Device Services
5.1 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.
5.2 By downloading or using our Application, you expressly agree we may communicate with you regarding transactions you have initiated on the Application or Services or respond to your communications to us through the Application or Services 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.
5.3 When you use our Application or Services via a mobile device, you may be requested to provide us with access to certain features of your mobile device, such as your location, camera, etc. (“User Content”). The User Content is your property. The Terms do not provide us any rights to your User Content except for the limited rights that enable us to offer the Application or Services.
5.5 If you download the Application from a third-party app store (the “App Provider”), you acknowledge and agree that:
5.5.1 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;
5.5.2 The App Provider has no obligation to provide any maintenance and support services with respect to the Application;
5.5.3 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;
5.5.4 The App Provider is not responsible for addressing any claims you have relating to the Application or your possession and use of the applications;
5.5.5 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;
5.5.6 The App Provider and its subsidiaries are third-party beneficiaries of the Terms as it relates to your license to the Application. Upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the Application against you as a third-party beneficiary thereof; and
5.5.7 You must also comply with all applicable third-party terms of service when using the applications
6. User Conduct
6.1 You are solely responsible for your interactions with other users of within the Platform or Services. We will not be responsible for any damage or harm resulting from your interactions with other users of our Platform or Services.
6.2 Reaction encourages users to be respectful to other users of our Platform or Services and act in accordance with these Terms. Reaction shall not tolerate any harassing, illegal or inappropriate behavior on our Platform or Services.
6.3 You will: (a) have sole responsibility for the accuracy and quality of the User Data and for ensuring that your collection and use of the User Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Platform or Services, and notify Reaction promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.
6.4 Reaction strives to maintain a user friendly, wellness community, and professional environment. End Users should keep to that spirit while participating in any activity or extensions of the Platform or Application. To report a violation of the Terms or any misconduct, please contact our customer support team at firstname.lastname@example.org.
7. Fees and Payment
7.1 Subscription Fees. The fees for the Services (“Subscription Fees”) are set forth on the Platform at [www.reaction-club.com/pricing] (or such other URL as specified by Reaction), as may be updated by Reaction from time to time, or as otherwise stated in a Purchase Order, if applicable.
7.2 Contractor Group. The fees for services provided by Contractors under their Contractor Groups shall be as set forth in the relevant section in the Platform (including within the Application) and are determined solely by the Contractors. You hereby agree to abide by the terms and conditions of payment for the Contractor Group you have joined, as set forth in the Platform (including within the Application).
7.3 Payment Terms. You agree to pay Reaction the Subscription Fees and any other applicable fees stated in a Purchase Order or as otherwise specified in the terms. All payment obligations under the Terms are non-cancelable and all fees paid are non-refundable. Unless otherwise stated in a Purchase Order, fees must be paid in advance of each billing period. You will provide Reaction with valid and updated credit card information or another form of payment acceptable to Reaction, as stated in the Platform. If you provide credit card information, you represent that you are authorized to use the card and you authorize Reaction to charge the card for all payments hereunder. By submitting payment information, you authorize Reaction to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Reaction for purposes of acknowledging or completing any payment.
7.4 Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at 1.5% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by Reaction within thirty (30) days after the applicable due date will be deemed a material default under the Terms, and Reaction will be entitled to either suspend or terminate the Services.
7.5 Changes in Fees. Upon prior notice to you, Reaction may increase any fees specified in a Purchase Order, provided the increase will not become effective until the expiration of the current Subscription Term. Reaction may increase any fees that are not specified in a Purchase Order at any time, with or without notice to you. Reaction may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon prior notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee.
7.6 Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Reaction within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Reaction within such thirty (30) day period, the payment will be deemed final.
7.7 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under the Terms.
8. Data Ownership and Use
8.1 Users Data. As between you and Reaction, you own all right, title and interest in the data you have provided us via the Platform or Services which is not Feedback (the “User Data”). You hereby grant to Reaction a non-exclusive, worldwide, assignable, sub-licensable, royalty-free license to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use the User Data for the purposes of providing, improving and developing Reaction’s Platform or Services. You represent and warrant to Reaction that you have all rights necessary to grant the licenses in this Section 8.1, and that your provision and use of the User Data through and in connection with the Platform or Services does not violate any applicable laws or rights of any third party.
8.3 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. If you are subject to HIPAA and providing or processing any PHI in connection with the Platform or Services, prior to accessing or using the Platform or Services you must notify Reaction and enter into a Business Associate Agreement (“BAA”) in the form provided by Reaction. You are solely responsible for determining whether you are subject to HIPAA. You may send notice and request a BAA by emailing us at: email@example.com.
8.4 Protection and Security. During the Subscription Term, Reaction will maintain administrative, physical and technical safeguards designed for the protection and integrity of the User Data. Reaction will maintain PCI DSS compliance for the portions of the Services that store and process cardholder data.
9.1 These Services is intended solely for Users who are eighteen (18) years of age or older, and any registration, use or access to the Platform or Services by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms. Reaction may terminate your account, delete any content or information that you have posted on the Platform or Services, and/or prohibit you from using or accessing the Platform or Services (or any portion, aspect or feature of the Services) for any reason, if it believes that you are under 18.
10. General Information and Non-Medical Advice
10.1 All information or content provided through the Platform or Service is for general wellness information purpose only. Nothing contained in the Platform or Services is intended or implied to be for medical diagnosis or treatment. Any content (including questions or answers) communicated through the Platform or Services does not constitute health or medical advice (nor is it intended to be a substitute for such advice in any respect) nor does it create a physician-patient relationship. YOU SHOULD ALWAYS CONSULT WITH A QUALIFIED PROFESSIONAL MEDICAL ADVISOR PRIOR TO IMPLEMENTING ANY PROGRAM OR INFORMATION. THIS PLATFORM AND SERVICE DO NOT CONSTITUTE AN ATTEMPT TO PRACTICE MEDICINE.
10.2 Reaction does not guarantee the accuracy, quality, merchantability, or performance of any service providers in connection with any Services. You hereby represent and warrant that you are solely responsible for examining and verifying the quality of any Service, instruction or other information which may be provided in connection with the Platform or Services before use. Reaction shall not responsible for any damage or claim as a result of the use of any Design or any other Services.
10.3 PLEASE NOTE THAT THE PLATFORM AND SERVICE ARE PROVIDED FOR GENERAL WELLNESS PURPOSES ONLY, AND AS SUCH THEY ARE NOT APPROVED BY ANY REGULATORITY AUTHORITY (SUCH AS THE FDA). REACTION DOES NOT, EITHER EXPRESSLY OR IMPLICITLY, ENDORSE, RECOMMEND OR IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY LOSS, INJURY AND/OR DAMAGES INCURRED AS A RESULT, OR IN CONNECTION WITH, THE USE OF THE PLATFORM AND/OR THE SERVICES AND ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN RELIANCE ON THE USE THEREOF. WE DO NOT GUARANTEE THAT ANY OF THE USERS’ NEEDS WILL BE FULFILLED.
10.4 IF YOU EXPERIENCE A MEDICAL EMERGENCY, STOP USING THE SERVICE OR PROGRAM AND CONSULT WITH A MEDICAL PROFESSIONAL. REACTION DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, DOCTORS, PRODUCTS PROCEDURES OR OTHER MEDICAL TREATMENT. REACTION IS NOT RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM THE USE OF THE PLATFORM AND/OR SERVICE.
11. Restricted Uses
In connection with your use of the Platform or Services, and without limiting any other obligations under these Terms or applicable law, you shall not, and shall not permit others to:
11.1 Modify the Platform or Services, or decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to disrupt the Platform or Services, servers or networks connected to the Platform or the Services, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Platform or the Services in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform, or the Services;
11.2 Sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Platform or Services;
11.3 Copy any features, functions, integrations, interfaces or graphics of the Platform or Services;
11.4 Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Platform, Services, technology or any software thereto;
11.5 Post, transmit or otherwise make available through or in connection with the Platform or Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or any other malicious code;
11.6 Access or use (or allow a third party to access or use) the Platform or Services for competitive analysis or to build any competing products or services;
11.7 Create a database by systematically downloading and storing all or any content from the Platform or the Services or use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform or Services content, or reproduce or circumvent the navigational structure or presentation of the Platform or Services.
11.8 Notwithstanding subsection 11.7 above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of the Platform, Reaction grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indexes of such materials, but not caches or archives of such materials. Reaction reserves the right to revoke these permissions at any time and without notice
11.9 Use the Platform or Services for any illegal, immoral or unauthorized purpose, encourage criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit;
11.10 Use the Platform or Services in a manner which infringes another person’s rights in any way, including privacy rights, or in any manner which is harassing, or otherwise offensive; and
11.11 Use the Platform or Services in a way that infringes or violates these Terms.
12. Warranty Disclaimers
12.1 Despite our efforts, the information contained in the Platform or Services, may not be accurate, comprehensive, complete, updated or applicable in all respects at all times. Reaction shall not be liable for any inaccuracies or omissions in the Platform or Services and any decisions you make based on information contained in this Platform or Services are your sole responsibility, and made at your sole risk.
12.2 USER ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND THE SERVICES, ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, ARE USED ONLY AT USER’S SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
12.3 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 PLATFORM (AND ALL CONTENT, INFORMATION, SOFTWARE, AND LINKS) AND/OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, 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.
12.4 THE PLATFORM, THE SERVICES 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. YOU SHOULD MAKE ALL MEDICAL OR HEALTH RELATED DECISIONS ON THE BASIS OF PROFESSIONAL ADVICE FROM A LICENSED PHYSICIAN OR QUALIFIED HEALTH CARE PROFESSIONAL WHO IS FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES.
13.1 You agree to indemnify, defend, and hold harmless Reaction from and against any and all third party 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 you or End User of any provisions of the Terms; (b) any access to or use of the Platform or Services by you or End User; (c) any actual or alleged violation by you or End User of the intellectual property, privacy or other rights of a third party.
14. Limitations On Liability And Remedies
14.1 The User assumes full, exclusive and sole responsibility for the use of and reliance on the Platform or Services, and acknowledge that any use of or reliance on the Platform or Services is made entirely at the User’s own risk.
14.2 REACTION’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH REACTION IS TO DISCONTINUE YOUR USE OF THE SERVICES. 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 YOUR USE OF THE PLATFORM AND/OR 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 LAW. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, REACTION WOULD NOT BE ABLE TO OFFER THE PLATFORM OR THE SERVICES.
14.3 To the extent permitted by applicable law, you acknowledge and agree that we offer the Application or Services and set the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, 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. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
14.4 To the extent the foregoing limitation of liability is prohibited by applicable law, then Reaction’s total liability in any matter arising out of or related to the Terms is limited to US $100 or the total amount that you paid to Reaction in the 3 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.
14.5 If you are a resident of California: You hereby waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
15. Links to third party websites
15.1 Third party websites or applications linked to and from the Platform or Application are not necessarily under the control of Reaction. Reaction shall have no responsibilities or liabilities whatsoever for the content or privacy practices of any such linked websites or applications or any link or linking program at any time. Reaction does not necessarily endorse companies (or related products or services) to or from which the Platform, Application or Services is linked. If you decide to access any of the third party websites linked to the Platform, Application or Services, you do so entirely at your own risk.
16. Term and termination
16.1 Term. Unless otherwise specified in a Purchase Order, the term of the Terms will be monthly (“Subscription Term”). The Subscription Term commences on the date stated in relevant part in the Platform, Application or in a Purchase Order, as applicable, and will automatically renew on a monthly basis until either party hereto terminates in accordance with the Terms.
16.2 Either party hereto may terminate the Terms and/or any subscription at any time, for any reason or no reason, by providing a 48 hours prior notice or as set forth in the Platform or Application, such termination shall take effect immediately at the expiration of the current monthly Subscription Term (i.e., the subscription shall not renew for the following month). Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.
16.3 Termination for Breach. Reaction may terminate the Terms and/or any subscription, effective immediately upon notice to you, if you are in material breach of the Terms. In the event of a termination pursuant to this Section 16.3, in addition to other amounts you may owe Reaction, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to Reaction for the period prior to the effective date of 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) you will have no rights to continue using the Platform and will cease using the Services; (c) all licenses and rights granted by Reaction hereunder shall terminate immediately; and (d) Reaction will have no obligation to maintain your Platform account or to retain or forward any data to you or any third party, except as required by applicable law.
17. Copyright and Content Policy
17.1 Reaction respects the intellectual property rights of third parties. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please provide the following information in writing to Reaction: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple infringing works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity, and information sufficient to permit us to locate the material; (iv) information so that we can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner. Infringement claims and notices should be sent to the attention of Reaction by email to: firstname.lastname@example.org.
17.2 Please note that any person who knowingly materially misrepresents under this Section 17 (i) that material or activity is infringing, or (ii) that material or activity was removed or disabled by mistake or misidentification, may be subject to liability.
18.1 Functionality. You understand and acknowledge that the Platform, Application and Services are currently in their testing stage, and are made available as a “Private Beta” version. This means that we have not yet completed development of Platform, Application or Services and that not all features are completely functional or available. Occasionally, the Platform, Application might not work at all. Reaction is not obligated to provide any maintenance, technical or other support for the Platform, Application or Services.
18.2 Severability. If any provision of the Terms is held unenforceable, then such provision will be severed or modified to reflect the parties’ intention. All remaining provisions of the Terms shall remain in full force and effect.
18.3 Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without Reaction’s written consent, and any such attempt will be null and void. Reaction may assign the Terms at any time to the successor in interest in connection with a merger, consolidation or other corporate reorganization.
18.4 Choice of Law. The Platform, Services and the Terms and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Israel.
18.5 Mandatory Informal Dispute Resolution. If you have any dispute with Reaction arising out of or relating to the Terms, you agree to notify Reaction in writing with a brief, written description of the dispute and your contact information, and Reaction will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either party may pursue resolution of the dispute in accordance with the arbitration agreement clause below.
18.6 Arbitration Agreement.
18.6.1 ALL DISPUTES ARISING OUT OF OR RELATED TO THE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND REACTION, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 18.5 ABOVE WILL BE exclusively RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE, AND REACTION AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Any dispute between the parties hereto arising out of or in connection with the Terms, shall be referred to and finally resolved by arbitration under the Israeli Arbitration Law and the rules promulgated thereunder by 1 (one) arbitrator appointed in accordance with said rules, except as set forth herein. The seat of the arbitration shall be in Tel-Aviv, Israel in a place as shall be determined by the arbitrator. The arbitrator shall be a practicing lawyer admitted in the State of Israel, neutral and independent, who possesses expertise in arbitrating commercial matters of the type that may arise in connection with the Terms and shall be appointed by the President of the Israeli Institute of Commercial Arbitration. The arbitration proceedings shall be recorded and transcribed, but kept in strict confidentiality by the parties thereto, A decision made by the arbitrator shall be final and binding but can be appealed in accordance with Section 29B of the Israeli Arbitration Law, with the competent court in Tel Aviv, Israel which shall have the sole jurisdiction in the event of appeal of such award. This section constitutes an arbitration agreement in accordance with the Israeli Arbitration Law.
18.6.2 If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the competent courts located in Tel-Aviv, Israel, and you and we hereby exclusively submit to the personal jurisdiction and venue of these courts.
18.6.3 The agreement to arbitrate will not preclude you or Reaction from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Reaction from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any competent court for disputes related to a violation or possible violation of Reaction’s intellectual property rights.
18.7 Relationship of the Parties. The Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Reaction.
18.8 Electronic Communications and Signatures. You agree 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 Services. Furthermore, you hereby waive 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.
18.9 Notices. Users may give notices to Reaction by email to email@example.com.