Terms of service

** SCIO CUP ** ANIMAL FEED APPLICATIONS FOR SCIO CUP **

 Updated April 19, 2022

ORDERING TERMS AND CONDITIONS

These Terms and Conditions (this “Agreement”) govern the placing of orders with VeriFood Ltd. (”Consumer Physics” or “Company”) for SCiO Cup devices and annual subscriptions for Applications (such as animal feed), as well as relevant renewals, all as ordered in the VeriFood-Suretech online store. 

 

YOUR PLACING OF AN ORDER CONSTITUTES YOUR EXPRESS AGREEMENT TO THESE ORDER TERMS AND CONDITIONS AND THE CHARGING OF YOUR ACCOUNT OR THE PROVIDED PAYMENT METHOD. 

 

1. Order. You may place orders for SCiO Cup devices and/or annual subscription to animal feed applications ("Applications"), as well as renewals of subscription/s, published on the online store. Annual subscription and applicable renewals to Applications will entitle you to receive annual service from the Company which includes cloud services, availability of relevant service, and related customer support services (together the "Services").

 

1. Registration. When placing an order you may be required to provide certain information. You represent and warrant that all such information is accurate, and you shall ensure that such information is kept uptodate. Company shall have no responsibility or liability for inaccurate information or information that later becomes outdated, and shall have no obligation to make efforts to determine the correct up-to-date contact or shipping information. 

 

1. Price listed is for the purchase of SCiO or SCiO Cup device and subscription to an Application or Kit/s, as applicable for your order. Payment method is online, by credit card or paypal. Once a product has been shipped or renewals activated, as the case may be, payments made are non-refundable.

 

1. Delivery. Shipment to US address shall be within 6-8 weeks of purchase to the address indicated in an order. Delivery related costs and taxes, including without limitation, import duties, taxes and other government charges, are your responsibility and may be added to the purchase price. Title and risk of loss for devices shall transfer to you upon delivery. Software is provided either loaded on the device or by electronic means. Acceptance of SCiO Cup, Applications, and other software (if applicable) is upon delivery. Renewals of subscription to Applications is within 2 business days as of payment of the applicable price to Company.

 

1. Purchases are Final once shipped: 

ONCE A PRODUCT HAS SHIPPED, TITLE AND RISK OF LOSS TO THE PRODUCT PASSES, YOUR PURCHASE IS FINAL, NONCANCELABLE AND NONREFUNDABLE, EXCEPT AS SPECIFIED IN THE APPLICABLE CANCELLATION POLICY AND EXCHANGE POLICY AS MAY BE SET FORTH BY CONSUMER PHYSICS AND WHICH MAY BE AMMENDED FROM TIME TO TIME AND IN ACCORDANCE WITH APPLICABLE LAW.

 

1. Availability of Service. Company will make efforts to ensure the Company's cloud is up and running at all times. However the Services cannot be guaranteed to be available 100% of the time. Company takes no legal, financial or other responsibility for the any damages caused by the failure or delay of the Services.

 

1. Connecting to the Service. Company shall issue you a user login and password for access and use of the Service. You are responsible for maintaining the confidentiality of the user login and password. You are solely responsible for any and all access and use of the Service that occurs under your account. Company shall have no liability for any loss or damage arising from failure to comply with the terms set forth in this Section.

 

1. Terms of Use,EULA, Developer License and additional License Grants. The use of the SCiO Cup and Applications is subject to Terms of Use and End User License Agreement provided by Company, attached hereto as Exhibit A, including with respect to any software included in the products, intellectual property embodied in the products or data collected by the products.

 

1. License. By purchasing subscriptions to Applications, Company grants you, subject to your compliance with the terms herein, , a limited, non-exclusive, non-transferable license, without a right to sublicense, to install or have installed, display and use the Applications, for non-commercial use only and as long as there is an active subscription to the Company's Service.

 

1. Company IP. For the avoidance of doubt, except for the limited right to use the Service including any Application or Kit, nothing herein shall be deemed to grant to you any rights to any product or intellectual property of the Company, or to which Company has been granted a license.

 

11.1 Warranty for SCiO Devices. Company warrants that the SCiO Cups, will not contain manufacturing defects for a period of one (1) year from the original shipping date of each device. Company's only obligation in the event of such defects during this warranty period is to repair or replace the defective device with a comparable product, or if such device cannot be repaired or replaced then Company will refund the amount paid for the device, all at the sole discretion of Company. During the warranty period, all shipping expenses are covered by Company.

Additional Information:

11.1.1 Warranty period starts from cloud services activation date, and no later than 6 months after the purchase.

11.1.2 If a customer wishes to extend the warranty service for a maximum period of two more years, the associated cost is $200 per year. a. Purchase of a warranty extension is available only if the product is under an existing warranty at the time of the license renewal.

11.1.3 If a customer wishes to replace SCiO Cup that is out of warranty with a malfunctioning battery, it can be sent to Company’s laboratory for a battery replacement with an associated cost of $300 + shipping.

11.1.4 If a customer wishes to replace a malfunctioning SCiO Cup that is not broken and is out of warranty, it can be traded in with an associated price of $1000 + shipping.

11.2 Disclaimer of Warranties.

EXCEPT AS PROVIDED IN SECTION 11.1., THE SCiO CUPS AND THE SERVICES (INCLUDING WITHOUT LIMITATION,  APPLICATIONS), ARE PROVIDED AS IS WITHOUT WARRANTY, AND COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. DAMAGE TO SCiO CUPS RESULTING FROM USE, ACCIDENT, OR NORMAL WEAR AND TEAR IS NOT COVERED BY THIS OR ANY WARRANTY. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF THE SERVICE, THAT ALL FUNCTIONS CONTAINED IN, OR PERFORMED OR PROVIDED BY, THE SERVICE, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. To the fullest extend provided by applicable Law, Company assumes no liability for any accident, injury, death, loss, or other claim related to or resulting from the use of the SCiO Cup.  

 

1. Limitation of Liability. COMPANY AND ITS SUPPLIERS’ TOTAL LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF ANY PRODUCT OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY COMPANY'S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY YOU TO COMPANY FOR THE SPECIFIC PRODUCT OR THE AMOUNTS PAID DURING THE PRIOR TWELVE (12) MONTHS FOR ANY SERVICE THAT GAVE RISE TO THE LIABILITY. COMPANY SHALL NOT HAVE LIABILITY TO YOU OR ANYONE ON ITS BEHALF FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR OTHER INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. YOU SHALL NOT BRING ANY CLAIM BASED ON PRODUCT OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.
2. Term. The term of this Agreement is for the applicable term of the purchased subscription, during which the Service will be provided.

 

1. Data and Security.

 

13.1 Ownership of Data. By using the SCiO Cup and/or the Service, You will submit data to the Company's cloud, such as “scan data” (which may include, among others, spectrum collected by SCiO Cup, time of the scan, and scan results) which will be stored in the cloud (“Your Data”). You shall be the sole owner of data you collect through the use of the Service and submitted by you and Company will not provide Your Data to third parties without your written permission. Notwithstanding the above, You hereby grant Company a nonexclusive, worldwide, perpetual, irrevocable, royalty-free license to use (including without limitation review and copy) and create derivative works of Your Data for purposes such as analyze usage trends, provide customer support, improve Company's products, systems and quality of service, enhance algorithms and models, create new models and offerings or debug product issues. This does not derogate from any right Company has pursuant the end user and developer agreements, attached hereto.   

 

13.2 Your Responsibilities. You are solely responsible for all data that is uploaded or submitted by you or on its behalf. You represent and warrant that you have all rights necessary to upload all data that you submit, in the manner, and that your submissions will not place Company under any fiduciary or other obligation, and will not expose Company to any claim by any third party or otherwise.

 

13.3 Security of Cloud Services.  Company will deploy commercially reasonable security precautions intended to protect against unauthorized access to any of Your Data stored by Company in connection with the Services. Company will exercise reasonable efforts to implement fixes for security breaches made known to Company.  Company and You acknowledges that, notwithstanding the security precautions deployed in connection with the Services, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to Your Data.  Company and its technology providers cannot and do not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.

 

13.4 Data Protection.  Company will treat all Your Data as confidential by not disclosing such data (identifiable to You) to third parties other than Company's employees and contractors that are involved in providing the Services. You shall not, and shall not allow others to, upload and/or store any personally identifiable information on the Company's Cloud.

 

1. Miscellaneous. You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Company's prior written consent. This Agreement will be construed in accordance with the laws of the State of New York, USA, and the parties consent to the exclusive jurisdiction of the competent courts in New York, NY with respect to any disputes arising hereunder. Company may provide any notification required hereunder to the email address you provided as part of the order registration. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.

 

 

EXHIBIT A – TERMS OF USE AND END USER LICENSE AGREEMENT

General Terms of Use

Updated September 2020

Welcome!

Overview. Thank you for choosing our product/s  SCiO handheld Molecular Sensor or SCiO Cup (each “SCiO” or “Product”), accessories, and related services which include, among others,associated applications, web-sites, cloud services, developer and researchers tool kits and SDKs (Jointly called the “Services”), provided by VeriFood Ltd. (“Consumer Physics”).

By using SCiO and/or the Services, you agree to the following terms and conditions (“Terms”) on behalf of yourself and/or the entity you represent, and you represent and warrant that you have the right, authority and capacity to accept and agree to these Terms on behalf of yourself and/or the entity you are representing. You further represent that you are of sufficient legal age in your jurisdiction or residence to use or access the SCiO and/or Services and to enter into this agreement. Please read and review the Terms carefully. If you do not agree with any of the provisions of these Terms, you should not use SCiO and the Services.

Relation to Other Agreements. Your purchase and use of the SCiO is also governed by the terms of your purchase agreement with us. Related software is licensed and governed by the End User License Agreement (“EULA”) and our Privacy policy. Additional agreements may apply to certain Services (such as, but not limited to, the Developer Tool Kit (DevKit)).

By using SCiO and/or Services, you agree and acknowledge that you are required to follow and abide by any and all agreements, guidelines and policies, current and future, made available to you (whether through our website or otherwise) within the scope of using SCiO and/or Services.

Using the Services

• To use the Services, you must register for a user account (“Account”) and provide certain information about yourself and/or the entity you represent. Your account is personal to you and/or the entity you represent and only for your use and/or the use of the entity you represent. You represent and warrant that: (i) all required registration information you submit is truthful and accurate, (ii) you will maintain the accuracy of such information. ConsumerPhysics is not liable for any loss or damage arising from illegitimate access to your account. 
• You may not attempt to access the Services, modify them, make derivative works of, reverse engineer their algorithms or their data, or use them in any other method except via the interface and the instructions that we provide. 
• You may not interfere with or attempt to tamper with the Product or Services. 
• You may use SCiO and the Services only for the purposes for which they are intended and as expressly and unambiguously authorized by these Terms. All rights not expressly granted to you under these Terms are reserved by Consumer Physics.
• Consumer Physics reserves the right to suspend or stop providing Services if you or anyone operating under your account do not comply with our guidelines, terms and or policies, if they are suspected of interfering with the performance of the product, or if we are investigating suspected misconduct using our products or Services.
• You shall abide by all copyright notices, trademark rules, information, and restrictions contained in the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any content or third party submissions or other proprietary rights not owned by you in any way that violates Consumer Physics’ or any third party right.

 

Third Party Products and/or Services

• Consumer Physics allows third parties to develop applications using SCiO and/or our materials database under applicable agreements. We are not responsible for developer applications’ use of third party trademarks, copyrights or registered symbols, sourced content or external data. All third party content not produced by Consumer Physics is the sole responsibility of the entity or individual that makes the content publically available.
• Our products, services and applications may display or re-use content that does not belong to Consumer Physics. Content supplied by a third party is not warrantied, guaranteed or certified by Consumer Physics to be free from errors, mistakes, or incorrect information or data. 
• Services rely on or interoperate with third party products and/or services. These third party products and services are beyond Consume Physics’ control, but their operations may impact the use and reliability of the Services.

 

Content That You Contribute

• By using the Services you will submit data to us (“User Submissions”), such as “Scan Data” (which includes, among others, spectrums collected by SCiO, textual descriptions, quantitative data, and images) which will be uploaded to our cloud database. We may also collect personal information (for example information you provide as part of the support process) and other content which you provide (for example submissions to our website forums). Please review our Privacy Policy to learn how we treat private data.
• We use User Submissions to maintain, improve, and enhance our Services and products. Scan Data created and uploaded by you and by other users is stored within the materials database and is the property of Consumer Physics. 
• Unless otherwise agreed, by using the Services, you grant a non-revocable license to Consumer Physics in perpetuity all worldwide patent, trademark, trade secret, copyright or other proprietary rights to User Submissions (including, without limitation, Scan Data) and acknowledge that Consumer Physics may reproduce, enhance and use this content in any other way (including, without limitation, distribute) without any compensation to you. 
• Notwithstanding the above, our Services allow developers, researchers and others to develop Scan Data for their exclusive use. If you are building a database under a relevant license (such as a “Researcher” or a “Developer” license), then you retain exclusive rights to use Scan Data submitted by you to Consumer Physics for the purpose of building applications for SCiO. Consumer Physics may not use Scan Data submitted by you to create competing applications. Consumer Physics may review such data for other purposes such as, but not limited to, debug issues, to support our users or to analyze usage trends.  You are solely responsible for all content that you upload or contribute to the Services. You represent and warrant that you have all rights necessary to upload all content that you submit, in the manner in which you contribute it, and that your submissions will not place Consumer Physics under any fiduciary or other obligation. 
• To maintain the integrity and accuracy of the database, we require that you upload only quality and accurate Scan Data. You warrant that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, or any other right of third parties; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of Consumer Physics; (v) contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your Account or anyone else’s Account (such as allowing someone else to log in to the Services as you); (vii) violates the security of any computer network, or cracks any passwords or security encryption codes; (viii) runs Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services).

Ownership and Intellectual Property

You acknowledge that other than otherwise stated herein, all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Product, Software, and Services are owned by Consumer Physics or its affiliates or our licensors. Your possession, access, and use of the Product, Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Consumer Physics and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

You may not use content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of Consumer Physics.  

You may choose to, or Consumer Physics may invite you to submit comments, suggestions, or ideas about the products or Services, including how to improve the products or Services (“Ideas”). By submitting Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Consumer Physics under any fiduciary or other obligation. You hereby assign to Consumer Physics all rights, title and interest in such Ideas, including all intellectual property rights therein.  

You agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services. 

If we suspect from the use of Consumer Physics’ products or Services that your account is in violation of local or international laws regarding copyright infringement, according to the local laws of your country of residence, or the location of our data servers, we reserve all rights, including the right to terminate your account.

If you suspect a Consumer Physics user is violating your copyright, trademark, or patents in connection with its use of the Services and you wish to notify us, contact us via support@consumerphysics.com.

Indemnity

To the maximum extent permitted by law, You agree to defend, indemnify and hold Consumer Physics and its licensors and suppliers harmless from any claims, actions, suits or proceedings, as well as any and all losses, damages, liabilities, costs and expenses (including attorneys’ fees) made by any third party due to or arising out of (i) your use of any product or Services, (ii) your violation of these Terms, or (iii) your violation of any law or the rights of any third party. Consumer Physics reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Consumer Physics and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Consumer Physics’ prior written consent. Consumer Physics will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

Privacy

Please review the PRIVACY POLICY. The Consumer Physics’ PRIVACY POLICY details how we treat your personal data (including, without limitation, Content) and how we protect your privacy when you use our products and Services. By using any or all of Consumer Physics’ Services, you declare that you agree that Consumer Physics has the right to use the data and Content you provide in accordance with these Terms and our PRIVACY POLICY.

Security

Consumer Physics cares about the integrity and security of your personal information.  Consumer Physics will deploy commercially reasonable security precautions intended to protect against unauthorized access to any of your data stored by Company in connection with the Services. Consumer Physics will exercise reasonable efforts to implement fixes for security breaches made known to Consumer Physics. Consumer Physics and you acknowledge that, notwithstanding the security precautions deployed in connection with the Services, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to your data.  Company and its technology providers cannot and do not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.

Modifying, Updating and Terminating our Products and/or Services

Consumer Physics is a technology innovator and as such, we constantly change, improve, modify and redefine our products and Services. Consumer Physics reserves the right to modify, redesign, stop, suspend, take offline, or add products and Services at any time.  

As a user, developer or researcher, you are free to stop using Consumer Physics’ Services at any time. Consumer Physics may also stop providing Services to you, or add, create, modify or redesign the limits to our products and/or Services at any time. 

Should Consumer Physics discontinue a product or Service, where it is reasonably possible, we will give you reasonable advance notice and an opportunity to retrieve your data from that Service where possible.      

Service Availability

Consumer Physics will make efforts to ensure the Consumer Physics' cloud is up and running at all times. However the Services cannot be guaranteed to be available 100% of the time     . Consumer Physics takes no legal, financial or other responsibility for the any damages caused by the failure or delay of the Services.

Consumer Physics’ Warranties and Disclaimers

Consumer Physics prides itself on the skill and competency level of our engineering team and staff. We hope you enjoy our products and Services. However, we are all human, so we cannot promise perfection. We can promise to do our best and strive to deliver a commercially acceptable level of product with every release. 

IN ADDITION TO THE TERMS HEREIN, THE WARRANTY FOR THE PRODUCT AND SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY AND THE END USER LICENSE AGREEMENT, RESPECTIVELY.  

CONSUMER PHYSICS DOES NOT MAKE COMMITMENTS ABOUT THE CONTENT WITHIN THE PRODUCT AND/OR SERVICES, OR THE SPECIFIC FUNCTIONS AVAILABLE IN EACH OF OUR SERVICES. WE DO NOT WARRANTY THEIR RELIABILITY, AVAILABILITY, OR THEIR ABILITY TO MEET YOUR NEEDS. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND EXCEPT WHERE PROHIBITED BY LAW, CONSUMER PHYSICS EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

THE MATERIAL ASSESSMENTS AND OTHER ANALYSIS PERFORMED BY OUR SERVICES ARE PERFORMED ON A BEST-EFFORT BASIS, AND ARE NOT GUARANTEED TO BE CORRECT OR ACCURATE.  

CONSUMER PHYSICS MAKES NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR WILL BE ACCURATE OR RELIABLE.  

Liability:

UNLESS OTHERWISE AGREED IN WRITING BY CONSUMER PHYSICS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS AND ANY LIMITATION OF LIABILITY PROVIDED ELSEWHERE, IN NO EVENT WILL CONSUMER PHYSICS NOR ANYONE ON ITS BEHALF BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF CONSUMER PHYSICS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

UNLESS OTHERWISE AGREED IN WRITING BY CONSUMER PHYSICS, CONSUMER PHYSICS’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO CONSUMER PHYSICS OR ITS AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. CONSUMER PHYSICS DISCLAIMS ALL LIABILITY OF ANY KIND FOR ACTS OR OMISSIONS OF CONSUMER PHYSICS’ LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL CONSUMER PHYSICS BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

      

General

Consumer Physics reserves the right to modify these Terms and any and all additional terms and conditions that apply to our products and Services. 

We encourage you to review the Terms regularly and will notify you of any modifications by posting updated documentation on our website. 

If for any reason you do not agree to the modifications made to a particular Term for a particular product or Service, you should discontinue your use of that product or Service before the change becomes effective as per the timeline provided (Immediate effect for legal changes, 5 days from post date for other changes). 

If at any time, there is a conflict between the general Terms listed here and the specific or additional terms and conditions provided for a specific service or product, the specific or additional terms and conditions will be in force in such a case. 

As part of your ongoing usage of the products and/or Services, Consumer Physics reserves the right to send you updates, service announcements, pertinent account messages and other information as we deem appropriate. Some of this communication may be optional and your account can be configured to your specifications.  

All of the above Terms control the relationship between Consumer Physics and you. They are personal, do not create any third party beneficiary rights and are not assignable, saleable or otherwise transferable by you.  These Terms may be assigned by Consumer Physics without restriction. These Terms govern your access and use of the SCiO and Services. You may have additional legal rights, which may vary from jurisdiction to jurisdiction. The disclaimers, exclusions and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. If your jurisdiction does not allow some of these provisions, such provisions shall not apply to you, but only to the minimal extent required to be compliant.

Consumer Physics products and Services are diverse, and may, occasionally, require additional terms or requirements (including, without limitation, age or location requirements) to apply. Additional Terms may be made available with each specific product or Service to which they pertain. If you choose to use additional Consumer Physics’ products and/or Services, the additional Terms for each product or Service will become part of your agreement with Consumer Physics, if you use them. 

Consumer Physics reserves the right to alter product and Services offerings, specifications, and pricing at any time without notice.

The laws of the State of New York, U.S.A., excluding conflict of laws rules, will apply to any disputes arising out of or relating to these terms or our products or Services. If any particular Term is found by law to be unenforceable, that does not limit, impact or render null any other Term. Failure to comply with any or all of these Terms is ground for immediate cancellation of your account. Consumer Physics retains the right to take action against such account violations at any time. 

Disputes and Arbitration

Contact us first. If a dispute arises between us, our goal is to learn about such dispute and address your concerns. You agree that you will notify Consumer Physics about any dispute you have with Consumer Physics regarding these Terms or our products or Services by contacting Consumer Physics at least ninety (90) days before commencing any legal action under these Terms.

YOU MUST CONTACT CONSUMER PHYSICS WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.

  

 

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Copyright and Trademark Notice: All contents herein are Copyright © 2015 by VeriFood Ltd.. All rights reserved, unless indicated otherwise. All trademarks, logos, and service marks displayed are the property of VeriFood Ltd. or of their respective holders. No use should be made thereof without the prior consent of VeriFood Ltd.

 

END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or an entity – “You”) and VeriFood Ltd. (“ConsumerPhysics”).  

The product that is subject to this license is all software distributed by or on behalf of ConsumerPhysics, including, without limitation, as part of applications and Services, cloud services, and evaluation/researcher kits and SDKs (collectively – the “Software”). 

This EULA governs all such Software and any upgrades, updates, patches, hotfixes, modules, routines, feature enhancements and additional versions of the Software that replace or supplement the original Software (“Updates”) and their associated media, printed materials, online or electronic documentation, distributed by or on behalf of ConsumerPhysics. Updates will be considered Software for all purposes of this EULA. This EULA, in and of itself, does not entitle you to any Updates at any time. 

By expressly accepting these terms or by downloading, installing, activating and/or otherwise using the Software (or, in the event the Software is connected with a device You purchased – by using such device), you are agreeing that you have read, and that you agree to comply with and are bound by the terms and conditions of this EULA and all applicable laws and regulations. If you do not accept these terms – do not use the Software (and/or the applicable device). If you are accepting these terms and conditions on behalf of an entity, you acknowledge that you have the appropriate authority to accept these terms and conditions on behalf of such entity. You acknowledge that your use of SCiO (ConsumerPhysics' handheld spectrometer) or SCiO Cup (ConsumerPhysics' cup spectrometer) is governed, among others, by our Terms of Use and Privacy Policy.

1. Grant and Scope of License. Subject to the terms, conditions and restrictions of this EULA, ConsumerPhysics hereby grants You a limited, personal, non-exclusive, non-transferable, non-assignable license, without rights to sublicense, to install or have installed, display and use the Software (in object code only) solely for your own internal purposes on any mobile phone, computer, or other applicable device only on as many Devices expressly permitted by ConsumerPhysics, or on one Device if no other entitlement is specified (“Device”), and for as long as you have an active paid-for subscription. 

You may not, and will not allow a third party to rent, lease, lend, sell, redistribute, sublicense or otherwise transfer or encumber by any means the Software. You may not copy (except as expressly permitted by this license), reproduce, republish, post or transmit, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Software). You may not use the Software on a service basis or permit other individual/s or entity/ies to create links to the Software or “frame” or "mirror" the Software on any other server or wireless or Internet-based device. You may not, and will not allow a third party to use the Software in excess of the number of licenses purchased from or expressly authorized by ConsumerPhysics.

1. Rights Reserved.The Software is licensed, not sold, to You for use only under the terms of this EULA, unless the Software, or a product or Service including Software is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to Your prior acceptance of that separate license agreement.  ConsumerPhysics reserves all rights not expressly granted to You.
2. License Limitations and Conditions.This license is conditioned upon ConsumerPhysics receiving your timely payment of any fees or other consideration applicable (if any) to the Software and to any hardware. You may not copy the Software except for a reasonable number of copies solely as needed for backup or archival purposes or as otherwise expressly permitted above. You may not modify or remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary notices or markings on or in the Software. 

The rights granted herein are limited to ConsumerPhysics’ intellectual property rights in the Software and do not include any other third party’s intellectual property rights. If the Software was provided to you on removable media (e.g., CD, DVD, or USB drive), you may own the media on which the Software is recorded but ConsumerPhysics retains ownership of the Software itself and all related intellectual property rights therein. If the package accompanying a hardware purchased by You contains storage media, you may use only the media appropriate for your device. You may not use the storage media on another device or network.

You are not granted any rights to any trademarks or service marks of ConsumerPhysics or any of its licensors or suppliers.

1. Consent to Use Data.   You agree that ConsumerPhysics may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of Updates, product support and other Services to You (if any) related to the Software.  ConsumerPhysics may use this information, as long as it is in a form that does not personally identify You, for any purpose at its discretion, including without limitation, to improve its products or to provide services or technologies. At all times your information will be treated in accordance with ConsumerPhysics Privacy Policy, which can be viewed at Consumer Physics’ website. 
2. Termination. The license is effective for as long as you have an active paid-for subscription, or until terminated by You or ConsumerPhysics. Your rights under this license will terminate automatically if You fail to comply with any term(s) of this EULA. Upon termination of the license, You shall cease all use of the Software, and destroy all copies, full or partial, of the Software.

In addition, ConsumerPhysics may terminate any license to Software distributed for free, at any time in its sole discretion. The parties recognize and agree that their obligations under Sections 2,3,4,5,6, 8,9,10 and 11 of this EULA, as well as obligations for payment, shall survive the cancellation, termination and/or expiration of this EULA, and/or the licenses granted hereunder to the extent allowable under applicable laws. ConsumerPhysics will not have any obligation upon the termination of this EULA to refund any portion of any fee.

1. Services & Third Party Materials. Software may enable access to ConsumerPhysics’ and third party applications and/or services ("Services"). Use of Services may require that You accept additional terms of service. You agree to use the Software and Services at Your sole risk and that ConsumerPhysics shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”). By using the Services and/or Software, You acknowledge and agree that ConsumerPhysics is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. 

ConsumerPhysics does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials, or for any other materials, products, or services of third parties. ConsumerPhysics does not guarantee the availability, accuracy, completeness, reliability, or timeliness of data displayed by any Services.

You agree that any Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. 

No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized and/or illegal way whatsoever. 

ConsumerPhysics and its licensors and suppliers, if any, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will ConsumerPhysics be liable for the removal of or disabling of access to any such Services. ConsumerPhysics may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

1. Development Tools. If the Software includes development or research tools (such as scripting tools, APIs (application programming interfaces), cloud APIs, developer applications or sample code) (“Development Tools”) and unless there is a separate agreement between you and ConsumerPhysics for the Development Tools, you may use such Development Tools to create new applications for SCiO or SCiO Cup and code (within the parameters set forth in this EULA and in the documents governing your specific use of the Development Tools, and within the parameters set forth in the Development Tools themselves) and for no other purpose. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, THE DEVELOPMENT TOOLS ARE PROVIDED “AS IS” WITHOUT INDEMNITY OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ConsumerPhysics bears no liability for any direct, indirect, incidental, punitive, special or consequential damages resulting from use (or attempted use) of the Development Tools and has no duty to provide support to You. 

1. No Warranty. You expressly acknowledge and agree that use of the Software is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CONSUMERPHYSICS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CONSUMERPHYSICS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT ALL FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. No oral or written information or advice given by ConsumerPhysics or its authorized representatives shall create a warranty. Should the Software or Services prove defective, You assume the entire cost of all necessary servicing, repair or correction. 

This disclaimer of warranty may not be valid in some jurisdictions and you may have warranty rights under laws which may not be waived or disclaimed. Any such warranty extends only for thirty (30) days from the date of delivery of the Software (unless local law provides otherwise, in which case such warranty shall apply to the minimum extent permissible).

1. Limitation of Liability. To the extent not prohibited by applicable law, in no event shall ConsumerPhysics, nor anyone on its behalf, be liable for personal injury, or any incidental, special, consequential or other indirect  damages whatsoever, including, without limitation, damages for loss of profits, loss or corruption of data or software, business interruption or any other commercial damages or losses, arising out of or related to Your use or inability to use the Software, however caused, regardless of any theory of liability (contract, tort or otherwise) and even if ConsumerPhysics or anyone on its behalf has been advised of the possibility of such damages. 

Notwithstanding anything to the contrary set forth in this EULA, In no event shall ConsumerPhysics’ total liability to you for any and all damages and claims arising out of or in connection with this EULA, the Software and/or any Services (other than as may be required by applicable law) exceed the amount of the lesser of: (i) the total amount received by ConsumerPhysics for the applicable Software license during the twelve month period immediately preceding the date on which the relevant claim arose, or (ii) the amount received by ConsumerPhysics for the specific hardware on which the particular application is connected to. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Some jurisdictions do not allow the limitation of liability for certain conditions, so this limitation may not apply to You. In the event that applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent required to make the limitation compliant with applicable law.

1. Export Restrictions. You acknowledge that the Software is subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Software, including all of the applicable export restriction laws and regulations. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.

U.S. Government End-Users Restricted Rights. The Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States.

1. Law & Dispute Resolution. The laws of the State of New York USA, excluding its conflicts of law rules, govern this license and your use of the Software. Your use of the Software may also be subject to other local, state, national, or international laws. This EULA shall not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Dispute Resolution. Contact us first. If a dispute arises between us, our goal is to learn about such dispute and address your concerns. You agree that you will notify ConsumerPhysics about any dispute you have with ConsumerPhysics regarding these Terms or our Products or Services by contacting ConsumerPhysics at least ninety (90) days before commencing any legal action under this Agreement.

Binding Arbitration. You and ConsumerPhysics agree to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to this EULA to binding arbitration rather than by filing any lawsuit in any forum other than set forth in this Section 11. Further you agree arbitration is final and binding. You also waive your right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made. This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to your use of the Software. 

Arbitration Procedures. You must first present any claim or dispute to us by contacting ConsumerPhysics to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 90 days after presenting the claim or dispute. ConsumerPhysics may request arbitration against you at any time after it has notified you of a claim or dispute. The arbitration of any dispute or claim shall be conducted in accordance with the then current and applicable rules of the American Arbitration Association as modified by this EULA. The place of any arbitration will be New York, New York, USA, and will be conducted in the English language. Claims will be heard by a single arbitrator. The arbitrator may not award relief in excess of or contrary to what this EULA provides, order consolidation or arbitration on a class wide or representative basis, or award punitive or consequential damages or any other damages aside from the prevailing party’s actual damages, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither you, nor ConsumerPhysics nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

No Class Actions. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general).

Fees and Expenses. All administrative fees and expenses of arbitration will be divided equally between you and ConsumerPhysics. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration hearing.

YOU MUST CONTACT CONSUMERPHYSICS WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE. This arbitration clause shall survive termination of these Terms.

Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, Consumer Physics may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

1. Entire Agreement; Severability. This EULA is the entire agreement between you and ConsumerPhysics relating to the Software and supersedes all prior written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. ConsumerPhysics reserves the right to amend this EULA, at its sole discretion. Posting of any amended EULA on ConsumerPhysics’ web-site shall be deemed to be amendment/replacement of this EULA.

 

Updated: September 2020