Last Update Date: 15.12.2021

‍1.     GENERAL.

1.1.          Longevity AI Ltd. (“Our Company” or “we”) is engaged in the business of research, development and commercialization of data science driven AI empowered personalized longevity plans, services, and products to be offered to customers (“Customers”) by us or by third parties (collectively, for convenience purposes - the "Service"). These terms of Service (the “Terms”) govern all use of the Service – whether such use is made by Customers directly or by distributors or third parties on behalf of Customers, or otherwise by distributors in connection with Customer accounts managed by such distributors - and of the mobile phone applications created via the Service (“App/s”), as well as all content, products and/ or additional services available at or through Our Company’s website  longevity-ai.com or all of his subdomains (the "Website"), as they may be changed and/ or updated from time to time. For the avoidance of doubt, any operating rules, procedures and regulation we may publish in the Website, as well as any new tools, resources or features related to the Service, will be subject to these Terms. “You” or “Customer” means any individual or entity that uses the Service the Apps or the Website (and includes any distributors of the Service that use the Service on behalf of Customers or otherwise in connection with Customer accounts offered or managed by such distributors, mutatis mutandis). "User" means any end-user that uses an App.
‍
1.2.         Please read these Terms carefully. You must accept these Terms prior to using the Service. Please note that by clicking “ACCEPT” or in any other way using the Service and/or the Website, You indicate your assent to the Terms, at your own risk. If You do not accept these Terms, do not click “ACCEPT” and please do not use the Service and/or the Website.

1.3.         We reserve the right to change and update these Terms at any time according to our sole discretion, without prior notice. If we decide to modify the Terms, we will post the changes and/or updates within these Terms, and change respectively the "Last Update Date" at the top of these Terms. It is Your responsibility to review the Terms periodically so You are aware of any changes or updates. Such changes shall apply to the Service, and You shall be bound by them, if You continue to use the Service following the posting of such changes. You may review the current version of the Terms at any time at https://www.longevity-ai.com/terms_of_use

2.     LICENSE.

Subject to the terms and conditions hereof and Your compliance herewith, Our Company grants You a limited, revocable, non-exclusive, personal, non-transferable, non-sublicensable license to use the Service and any upgrades, modified versions or updates thereof for your personal use. If You have purchased the Service directly (not through a distributor), such license shall be in effect for as long as You are entitled to the Service under these Terms and shall apply to the Service packages You have selected. If You purchased the Service through a distributor, such license shall be in effect as long as You are entitled to the Service pursuant to Your agreement with the relevant distributor, subject to Our Company's right to terminate such Service in accordance with the Terms hereof, and shall apply to the Service packages made available to You by the distributor. As an authorized distributor, Your license is subject to Your distribution agreement with Our Company.

3.     OUR COMPANY ACCOUNT.

3.1.         In order to use the Service, You must create a Customer account (provided that, if You purchased the Service through a distributor, such distributor may open an account for you), and if You use the Service as a distributor (subject to a valid engagement with Our Company to this effect), You must create a distributor account (each, an "Account"). Accounts registered by automated methods (e.g. "bots") are not permitted. Our Company reserves the right to refuse to allow a Customer to open an Account for any reason, or to limit the number of Accounts a Customer can establish. Your Account username and password (or other log in information requested) is Your identity. You may not select a username that is used by someone else, and Your username must not be indecent, or otherwise offensive, or be used in any way that violates these Terms or applicable law. You represent and warrant that all information provided in creating Your Account is truthful and complete, that You have the legal right to provide such information and to accept these Terms, and that You will keep said Account information truthful and complete. The Account is personal. You may not use Your Account for the use of third parties.  

3.2.         You agree that Our Company may use the data provided by You for registration of Your Account, as well as any information with respect to activity in the Account and/ or Your use of the Service, (a) to provide, monitor, maintain and improve the Service; (b) to contact or respond to customer service matters; (c) to inform You about announcements, new versions and product offerings, updates and other communications with respect to the Service; and (c) for billing purposes and verification of revenues derived from use of the Service, and as further provided under Our Company's Privacy Policy [https://www.longevity-ai.com/privacy_policy] as posted on the Website (as may be changed and updated from time to time).

4.     SECURITY.

4.1.         You are responsible for and solely bear all liability with respect to all data, text, graphics, audio, images, photos and video files uploaded or posted by you through your Account and App ("Content"), and for any activity performed by you in your Account, even if made by an unauthorized third party. You undertake to ensure that Your Account username and password (or other login information) is secure. The Content displayed on your App/s is at risk if You let someone use your Account inappropriately. If You forget your Account login information, You can request to have new login information sent to your registered e-mail address. You agree to immediately notify Our Company of any unauthorized use of Your Account or its login information. Our Company will not be liable for any losses or damage arising from unauthorized use of Your account or Your account log in information, and You agree to indemnify and hold Our Company harmless for any improper or illegal use of Your Account.

4.2.         You acknowledge that You are solely responsible for backing up any data which You use in connection with the Service. Our Company shall not be responsible for any loss of information, including if such loss is due to malfunctioning of an App or the Service.

5.     INTELLECTUAL PROPERTY.

5.1.         You hereby grant Our Company a non-exclusive, perpetual, transferable, royalty free, worldwide license to use the Content provided by You in any way that relates to the provision of the Service. In addition You acknowledge and hereby agree that such Content, anonymized, will be part of our database and thus become part of our intellectual property, and serve Our Company for research and for further development of our products and services.

5.2.         Ownership of the Service (including the Plans or other products provided to You), the App/s and the Website, including any Content included therein as aforementioned and Our database, and all related software / modules/ "look & feel"/ graphical elements/ technology and know-how, and all intellectual property rights therein and related thereto shall remain at all times exclusively with Our Company or its licensors, as applicable. Nothing in these Terms shall be construed to grant or transfer You any rights to Our Company's intellectual property or to that of its licensors, except for Your limited license to use the Service and App/s subject to these Terms. All rights not expressly granted to You herein are reserved to Our Company.

5.3.         You hereby allow Our Company to present Your App/s' screenshot images, anonymized, as part of Our Company's portfolio illustration materials, to be published by us on the Website and/ or any other marketing or promotional materials.  

6.     RESTRICTIONS.

You may not remove or conceal any proprietary rights notice of Our Company from the Service and/ or the App/s, related documentation, or any copy or component thereof, and all copyright and other proprietary rights notices must be retained at all times, including with respect to all commercial logos. You shall not, and shall not permit any third party or assist any third party, to (a) download, reproduce, copy, alter, adapt, modify, improve, enhance, translate, create derivative works from, reverse engineer, disassemble, decompile or otherwise attempt to reveal the trade secrets, know how, source code and other technology underlying the Service or an App, except as specifically authorized in writing by Our Company; (b) interfere in any manner with the hosting of the Service, including by circumventing, disabling, or otherwise interfering with security-related features of the Service or App; (c) sublicense, resell, sublease or otherwise transfer Your right to use the Service to a third party; and (d) challenge or interfere with Our Company's intellectual property rights in any way. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, You shall inform us in writing in each instance prior to engaging in the activities set forth above.

7.     USAGE RESTRICTIONS.

In making use of the Service and in creating and managing the Content of any App, You may not, directly or indirectly, (a) violate the legal rights of others, including defaming, abusing, stalking or threatening users or infringe our or any third party’s intellectual property rights, moral rights, or other rights; (b) commit an action that is (or which We reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or which We reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (c) commit any action that does not comply with all applicable laws, rules, or regulations, including not obtaining all necessary permits, licenses, or registrations, or that would cause Our Company to be in violation of any law or regulation, or to infringe any right of any third party; (d) commit an action that is (or which We reasonably believe to be) not according to the terms and conditions of the Stores; or (e) use or access another Customer's Account or its log in information without permission or under false pretenses.

8.     CONTENT UPLOADED INTO YOUR ACCOUNT.

You represent and warrant that: (i) You are solely responsible to pay any licenses and/or any fees requested for any Content from its copyright owners, (ii) Our Company is not obligated to pre-screen or monitor any Content or usage of your Account (although it has the right to do so), and You are solely responsible for such monitoring, (iii) You understand that the Content is being transferred unencrypted over different technical systems and various networks, and may be changed and adapted to different requirements of connecting devices or networks.

9.     PAYMENTS.

9.1.         The Service is subject to payment. If You are an authorized distributor of the Service, Your payment terms and respective prices are in accordance with Your distribution agreement with Our Company. If You are a Customer that purchased the Service through such distributor, Your fees and payment terms in connection with the Service are as set forth under Your agreement with the distributor.

9.2.         If You purchased the Service directly (not through a distributor), You agree to pay Our Company the fees indicated for that Service package, upon confirmation of Your order. Periodic subscription fees will be billed in advance, and other fees (where applicable), as indicated. Payment may be made via credit card or other payment mechanisms. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible to pay all such taxes, levies, or duties in your country. All Service related fees (e.g. set up, periodic subscription fee) are non-refundable and will not entitle You to cash credits under any circumstances, including for example if You have months or partial months of unused or downgraded Service in your Account.

10.  CHANGES IN SERVICE AND PRICES.

10.1.      We reserve the right to change, update or discontinue, temporarily or permanently, the Service or any part thereof, without advanced notice. From time to time, we may update the Service in a way which may add, remove or change features in the Service and/or Apps, and in such cases We will notify You about these changes on the Website or in the Apps or another way. Any update to the Service management interface will be automatically provided to You when We decide to make it generally available to Customers, but in order to enjoy any updates provided with respect to Your Apps, You will need to choose to accept the relevant update.  We may change the Service prices anytime, at our sole discretion, with or without prior notice.

10.2.      If you purchased the Service not via a distributor, please note that price changes will not be applicable to periods which You already paid for or committed to pay. We will notify you about these changes with a fourteen (14) days prior notice.

10.3.      If You are a distributor of the Service, any change of the Service offering and/ or applicable fees shall be made in accordance with the provisions of the distribution agreement You entered into with Our Company. If You are a Customer that purchased the Service through a distributor, any change of the Service offering and/ or applicable fees shall be made in accordance with the provisions of the agreement between You and the relevant distributor.

11.  TERMINATION.

11.1.      If You purchased the Service (a) directly (not through a distributor), or (b) through a distributor and Your agreement with such distributor does not provide otherwise, You may cancel your Account and stop the Service anytime, via the "cancel" option of Your Account management area and/or via any other way which Our Company may choose to offer.  If You cancelled before the end of the period or program or Plan included in the Service which You paid for or committed to pay for, You will not be charged again at the end of that period, program or Plan, but there will be no refund for fees already paid and You will remain obligated to pay applicable fees until the end of the period to which You committed, where applicable or the full amount of the Pan and Service, as the case may be.

11.2.      If You purchased the Service through an authorized distributor and Your agreement with such distributor contains specific term and termination provisions, You will be entitled to access Your Account for such time period  and subject to the termination provisions set forth thereunder  provided that Your right to access the Service is at all times subject to (a) the relevant distribution agreement between distributor and Our Company being in effect; and (b) Our Company's termination right with respect to Your Account as set forth in Sec. 11.4. In the event that the distribution agreement between Our Company and the applicable distributor through which You purchased the Service shall be terminated, You shall not be entitled to renew the Service through the distributor and the Service shall be available to You only with respect to any periods already paid for by You and in any event no longer than one (1) year from our termination of the distribution agreement. In any event, the distributor shall be solely liable for any refunds of fees to You, to the extent applicable. Once Your right to access the Service expires or is terminated in accordance with Your agreement with the distributor or otherwise as aforesaid, Your Account will be deactivated.

11.3.      If You are an authorized distributor of the Service, Your engagement with Our Company will terminate in accordance with the distribution agreement and Your Account will be deactivated by Our Company upon expiration of the last Customer Account You manage in accordance with the phase-out provisions contained under the distribution agreement.

11.4.      Our Company may, for any reason in its sole discretion, terminate or suspend any Account. Grounds for such termination or suspension may include (i) any delay or failure in payment of Your Account fees or part thereof, (ii) Our Company’s reasonable belief that these Terms have been violated, (iii) Our Company’s reasonable belief that fraudulent or illegal behavior has occurred, or (iv) Our Company’s reasonable belief that behavior that is harmful to other Customers, third parties, or our business interests has occurred, or (v) Our Company decides to completely or partially shut down the Service.

11.5.      In any event of termination of an Account, the Account will be deactivated and Your Content will no longer be available to You, without ability to recover it. Upon termination, You must immediately cease all use of the Service and/ or App/s.

11.6.      Your undertakings and obligations under these Terms relating to intellectual property ownership and restrictions, payments, liability, indemnification and limitation of liability shall survive deactivation of Your Account for any reason.

12.  THIRD PARTY PARTNERS AND VENDORS.

Our Company uses third party partners and vendors in order to provide the Service, including for example the App stores, hosting and storage providers, internet or wireless communication networks, etc. You understand and agree that Our Company will not be liable to You or any third party for any action or inaction of any such third party and its impact on the Service.  In addition, during Your use of the Service, certain content, data, information, applications or materials from third parties (“Third Party Materials”) or links to certain third party websites may be made available to You. Our Company assumes no responsibility with respect to the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, privacy policies, or practices of such third party websites or any other Third Party Materials. Our Company disclaims any and all damages, claims or other liability arising from or related to Your use of Third Party Materials or third-party websites or services.

13.  NO MEDICAL ADVICE

13.1.      WE DO NOT PROVIDE MEDICAL ADVICE OR MEDICAL ASSISTANCE.  The Service (including any personal Plan provided to you) are designed to allow you to track and manage your wellness related information. Any material provided to You by Us via the Apps or the Website or resulting from the use and implementation of the Service by You, including the Plan or any recommendation and suggestions is for educational and informational purposes and does not constitute medical advice, diagnosis or treatment.

13.2.      You should seek medical advice BEFORE taking any action, including implementation of any recommendations provided under Our Plans and Service, as well as during the use of Our Service, and consult your physician in the event of any adverse or unusual effects while using the Service.

13.3.      The Service is not a substitute for a physician or other doctor’s consultation.

13.4.      We do not endorse any third party specific tests, doctors, procedures, opinions, or other information that may be included in the App or Website.

13.5.      You should not take or stop taking any action including any procedure, medication or other intervention prescribed to you by Your doctor based on any information provided to you by Our Company and/or Our Service.

13.6.      You acknowledge that the science behind our Service is innovative by nature. We make no warranties or representations in relation to the results or outputs of our Service and usage thereof, and any recommendations set forth under Our Plans and  Services, including diet, nutrition, exercise or lifestyle might eventually cause harm, and are therefore subject to Your medical advisor’s recommendation.

13.7.      YOU SHOULD CALL YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER IMMEDIATELY IF YOU EXPERIENCE OR SUSPECT ANY MEDICAL PROBLEMS PRIOR TO OR DURING THE USE OF OUR SERVICE.

14.  NO WARRANTY.

14.1.      THE SERVICE AND APP/S ARE PROVIDED "AS IS" AND “AS AVAILABLE”. OUR COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES, TERMS AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONS REGARDING THE TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE PERFORMANCE OF THE SERVICE AND/ OR APP/S, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. FURTHER, OUR COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE INTEROPERABILITY OF THE SERVICE WITH ANY THIRD PARTY SYSTEM OR A DISTRIBUTOR'S OR CUSTOMERS' HARDWARE OR SOFTWARE ENVIRONMENT.

14.2.      ANY RELIANCE ON THE SERVICE OR APP/S IS AT YOUR OWN RISK, AND OUR COMPANY DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE SERVICE AND/ OR THE APP/S, INCLUDING WITHOUT LIMITATION ANY UNAVAILABILITY OR FAILURES THEREOF.

14.3.      NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

14.4.      Some jurisdictions do not allow all or part of the foregoing disclaimer of warranty, and in such event the applicable limitation may not apply to You.

15.  LIMITATION OF LIABILITY.

15.1.      OUR COMPANY, ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL NOT HAVE ANY LIABILITY TO ANY CUSTOMER OR USER OR ANY THIRD PARTY ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE, THE SERVICE AND/ OR THE APP/S AND/ OR ANY INFORMATION CONTAINED THEREUNDER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, AND IN NO EVENT SHALL OUR COMPANY BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES), EVEN IF OUR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT DEROGATING FROM THE FOREGOING, UNDER NO CIRCUMSTANCES WILL OUR COMPANY BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM A CAUSE OVER WHICH OUR COMPANY DOES NOT HAVE CONTROL, INCLUDING, WITHOUT LIMITATION, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES, NETWORK CONNECTIVITY,  UNAUTHORIZED ACCESS OR THEFT.

15.2.      IN ANY EVENT, OUR COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO OUR COMPANY FOR THE SERVICE THAT IS THE SUBJECT MATTER OF THE CAUSE OF ACTION DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE TIME AT WHICH THE CAUSE OF ACTION AROSE.

15.3.      No action, regardless of form, arising out of these Terms and/ or Your use of the Service (and/ or Your agreement with Our Company, in the event You are a distributor of the Service) may be brought by You later than one (1) year after the cause of such action has arisen.

15.4.      The foregoing limitations shall not apply to the extent prohibited by applicable law. In such event, you agree that Our Company's liability shall be limited to the fullest extent permitted by law.

16.   INDEMNIFICATION.

You shall indemnify Our Company, its affiliates, shareholders, employees, officers, directors and agents from and against any and all third party allegations (even though such allegations may be false, fraudulent or groundless) asserted in any claim, action, lawsuit, investigation or proceeding, any and all damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), arising out of or related in any way to (i) a breach by You of these Terms; (ii) Your use of the Service, App or any Content in a manner that may violate any third party intellectual property, moral or contractual rights; or (iii) Your use of the Service, App or any Content, in violation of any law, regulation or court order or in violation of any terms of a Store to which such App has been uploaded. Your choice of counsel retained for purposes under this section must be reasonably satisfactory to Our Company. You may not settle or compromise claims that impose any obligation on Our Company or that may affect Our Company’s rights in any way without Our Company’s prior written consent. Our Company may participate in the defense of all claims with counsel of its own choice at its own expense.

17.  CUSTOMER SERVICE.

If You purchased the Service via a distributor, You hereby acknowledge that Our Company has no direct customer service obligations to You and that any support and service required by You shall be solely provided by the distributor of the Service.
‍
18. APPLE APP STORE REQUIREMENTS

18.1 These Terms are between you and us only and not between you and Apple, Inc (“Apple”). Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Service.

18.2 Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the App to you. To the maximum extent permitted by law, Apple will have no warranty obligation whatsoever with respect to the App, and any other claims,losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Humanity as provider of the App.

18.3 You acknowledge and agree that Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and/or use of the App, including, but not limited to:

18.3.1 product liability claims;

18.3.2 any claim that the App fails to conform to any applicable legal or regulatory requirement; and

18.3.3 claims arising under consumer protection or similar legislation, and all such claims are governed by these Terms andany law applicable to Humanity as the provider of the App.

18.4 You acknowledge that, inthe event of any third-party claim that the App or your use of the App infringes a third party’s intellectual property rights, Humanity, not Apple,will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

18.5 You represent and warrant that you are not located in a country that is subject to US Government embargo,or that has been designated by the US Government as a “terrorist supporting”country, and you are not listed on any US Government list of prohibited or restricted parties.

18.6 Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce these Terms as related to your licence of the App against you.

19.  MISCELLANEOUS.

19.1.      These Terms shall be construed, interpreted and governed exclusively by the laws of the State of Israel without regard to conflicts of law provisions thereof. You hereby agree that the competent courts in Tel Aviv, Israel shall have exclusive jurisdiction regarding all disputes arising under these Terms or in connection with the use of the Service and/ or an App, and the parties expressly consent to such jurisdiction.

19.2.      In the event You purchased the Service directly (not through a distributor), these Terms and the terms applicable to the Service packages chosen by you shall constitute the entire agreement between Our Company and You. If You are a distributor, these Terms shall apply in addition to any distribution agreement between Our Company and You and except as specifically set forth otherwise under such distribution agreement, in the event of a conflict between such agreement and these Terms, these Terms shall prevail. If You purchased the Service through a distributor, these Terms shall apply in addition to any agreement between You and the applicable distributor and in any event, these Terms shall prevail over such agreement in the event of a conflict.  

19.3.      Our Company may assign its rights and/ or obligations pursuant to these Terms without Your consent. Customer is not entitled to assign any rights or obligations under these Terms; any attempted assignment shall be null and void and may result in the deactivation of Your Account.

19.4.      If any part of these Terms is found invalid or unenforceable by a court of competent jurisdiction, the remainder of these Terms shall be interpreted so as to reasonably reflect the intention of the parties.