This LIMBIX User Agreement (“Agreement”) is a legally binding agreement between you and Limbix Health, Inc. (“LIMBIX,” “we,” “us”) governing your use of the proprietary SparkRx mobile application (the “App”). The App and related services provided by LIMBIX shall be collectively referred to herein as the “Services.” The App is a medical device regulated by the U.S. Food and Drug Administration (“FDA”) and distributed pursuant to FDA’s Enforcement Policy for Digital Health Devices For Treating Psychiatric Disorders During the Coronavirus Disease 2019 (COVID-19) Public Health Emergency. Please read all the App Privacy Policy and other information that accompanies the App.
CAUTION: THE APP IS A NON-PRESCRIPTION DEVICE, BUT ACCESS TO THIS APP IS LIMITED TO USERS WHO HAVE CONSULTED WITH A LICENSED HEALTHCARE PROVIDER AND FOR WHOM THE HEALTHCARE PROVIDER HAS DETERMINED THAT USE OF THE APP IS APPROPRIATE.
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.
1. Acceptance. By indicating your acceptance and registering for an account on the App, YOU INDICATE YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PRIVACY POLICY. If you do not agree with the terms and conditions of this Agreement, decline where instructed and you will not receive a license or be able to access or use the Website features that require user login.
2. License. LIMBIX grants you a nonexclusive, nontransferable license to access and use the Services pursuant to the terms of this Agreement. You may only use the Services for your own personal use. The Services are proprietary to LIMBIX. You acquire no right to the Services or to the information and data contained in or produced by the Services, except for the right to use such information and data solely for your own personal purposes, in accordance with this Agreement. You may not sublicense, assign or transfer this license, the Services, or the data and output produced by the Services to any third party. This license shall terminate immediately upon termination, for any reason, or expiration of this Agreement or the agreement between LIMBIX and the third party through which you receive the Services and all rights and licenses granted under this Agreement shall revert to LIMBIX. If you are receiving access to the Services through a third party, then there may be additional terms and conditions relating to your use of the Services.
3. User Account. To utilize the Services, you must register on the App for a user account using an access code provided by your healthcare provider. You will create a user ID and password which will allow you to activate the Mobile App and access the Services. You agree to take all reasonable efforts to prevent the unauthorized use or disclosure of your user ID and password to protect the App and Website from improper access. Your user ID and password are personal to you only. You are responsible for anyone who you provide access to your user ID or password. If you believe your user ID or password have been compromised, notify us as soon as possible. If you fail to do so, we are not responsible for any damages you sustain as a result of any unauthorized access to the App or use of the Services. Further, you may be responsible for damages we sustain as a result of unauthorized access to the App.
4. App and Website. The App is installed on your mobile device. The mobile device collects the data you enter and transmits it to our servers that process the data in such a way that allows you to access your data through your mobile device.
5. Not Medical Advice. The Service is a neurobehavioral intervention (Cognitive Behavioral Therapy - Behavioral Activation) as adjunct treatment for symptoms of depression. The materials provided through the Services are not a substitute for professional medical advice, or medication. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read through the Services. While you may decide to authorize others, including healthcare providers, to have access to your user account, the information stored in your user account is not intended to be and should not be used for diagnosis of any disease or condition, as the sole treatment for depression or depression symptoms, or to treat or prevent any other diseases or conditions. The information in your user account may not always be accurate or up to date and should be viewed by you and your health care providers as informational only. If you think you may have a medical emergency, call 911 or go to the nearest emergency room immediately. LIMBIX does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website or App. Reliance on any information provided by LIMBIX, by persons appearing on the Website or App at the invitation of LIMBIX, or by other members is solely at your own risk.
6. Updates. We may, but need not, issue updates to our Services, patches and fixes (collectively, “Updates”). If and when we issue Updates, we may, but are not always required to, make such Updates available to you. Some critical updates must be downloaded before you can regain access to the App. The Updates shall be governed by the terms of this Agreement. We may also determine from time to time, in our discretion, that in order to provide you with new Updates, you will need to review this Agreement (as such may be amended by us in our discretion) again and accept it again, before you are permitted to access, use, download and/or install any such Updates. If we have conditioned your continued use of the Services upon your acceptance of any Updates that we provide, your license to use the Services terminates on the day you refuse to accept the Updates by refusing to click on the “I ACCEPT” button.
7. Privacy. For details on how we may use information and data you provide to LIMBIX by using the Services, review the App Privacy Policy.
8. Termination for Breach. LIMBIX may terminate your access to the Services at any time if LIMBIX reasonably believes, in its sole discretion, that you are in violation of this Agreement. This Agreement shall terminate immediately if you fail to comply with any provision of this Agreement. This Agreement will terminate immediately upon the termination or expiration of the agreement between LIMBIX and the third party through which you receive the Services. If this Agreement is terminated, your software license will be promptly discontinued, and you will no longer have access to the Mobile App or Services.
9. NO WARRANTY. Though we want to provide a great service, your access to and use of the Services is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing and to the maximum extent permitted by law, LIMBIX DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. LIMBIX will not be responsible or liable for any harm to your computer system or mobile device, loss of data, or other harm that results from your access to or use of the Services. You also agree that LIMBIX has no responsibility or liability for the deletion of, or the failure to store or to transmit, any information or data and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error free basis. No advice or information, whether oral or written, obtained from LIMBIX or through the Services, will create any warranty not expressly made herein. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.
10. Indemnification. LIMBIX is not responsible or liable for any actions taken by you as a result of your use of the Services, App or Website. You hereby agree to defend, indemnify and hold LIMBIX, its officers, directors, employees, owners, successors and assigns harmless against all losses, damages or expenses of whatever form or nature, including actual attorneys’ fees and other costs of legal defense, whether direct or indirect, which they, or any of them, may sustain or incur as a result of your act or omission including, but not limited to, (i) your breach of any of the provisions of this Agreement, (ii) your negligence or other tortious conduct or (iii) your use of the Services.
11. LIMITATION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LIMBIX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, AND (v) ANY DAMAGE TO EQUIPMENT CAUSED BY THE SERVICES AND ANY COST OF RECOVERING LOST DATA OR OF REPROGRAMMING WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PERSONAL INJURY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LIMBIX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.
12. Copyright and Restrictions on Use. You acknowledge that the Services, the process and technologies included therein, as well as any other information or materials made available to you by LIMBIX through the Website or App are valuable assets, trade secrets, and/or copyrighted material of LIMBIX and that LIMBIX retains title to them. Under no circumstances may you copy the Services or the accompanying documentation for the purposes of distribution to others, nor may you remove the copyright notices on the Services or the accompanying documentation. You may not: (a) disassemble, decompile, reverse engineer, reproduce, alter or attempt to derive the source code of the Services nor permit any third party to do so; (b) obtain for or assist third parties in obtaining access to the Services; (c) copy the Services; (d) modify or create derivative works based upon the Services; (e) attempt to delete, disable, or otherwise circumvent any security measures implemented by LIMBIX with respect to the Services; (f) write or develop any software based upon or developed with reference to the Services; (g) assist, permit, or authorize any third party entity to perform any of the activities prohibited by this Agreement; or (h) remove any proprietary notices, labels or marks that are on or in the Services.
13. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Nothing in this Agreement will be deemed to create an employment, partnership, agency or joint venture relationship between you and LIMBIX. If any provision of this Agreement is held invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by LIMBIX without restriction. LIMBIX’s failure to act with respect to a breach of this Agreement does not waive LIMBIX’s right to act with respect to subsequent or similar breaches. LIMBIX does not guarantee it will take action against all breaches of this Agreement.
PLEASE INDICATE YOUR ACCEPTANCE OF THE FOREGOING AGREEMENT BY CLICKING ON 'I ACCEPT'.
