Terms of use

Please read these Terms of Use (“Terms”) carefully. By clicking on the mechanism designed to acknowledge agreement and/or continuing to access or use any Offering (as defined below), you (i) consent to these Terms, the Privacy Policy (as defined below), and all other documents and terms referenced herein; (ii) acknowledge that you have read and understand these Terms; and (iii) represent and warrant that you have the right, capacity and authority to enter into these Terms, including on behalf of your employer or other legal entity. If you do not agree to these Terms or any other document or term referenced herein, do not click on the mechanism designed to acknowledge agreement and do not install, access, or otherwise use all or any portion of the Offerings. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, AS WELL AS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND AN INDEMNIFICATION PROVISION THAT MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES.

IMPORTANT: DO NOT USE THE OFFERINGS FOR A MEDICAL EMERGENCY. IN THE EVENT OF A MEDICAL EMERGENCY, CALL EMERGENCY SERVICES IMMEDIATELY. IF YOU NEED NON-EMERGENCY MEDICAL TREATMENT, PLEASE CONTACT YOUR APPLICABLE PHYSICIAN DIRECTLY.

THE OFFERINGS ARE SOLELY A TECHNOLOGY PLATFORM AND THE OFFERINGS ARE NOT PROVIDING MEDICAL ADVICE OR HEALTHCARE SERVICES. DARIOHEALTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY, IN CONNECTION WITH ANY HEALTHCARE SERVICES, MEDICAL ADVICE, OR RECOMMENDATIONS MADE BY A HEALTHCARE PROVIDER THROUGH OR OUTSIDE OF THE OFFERINGS. The Offerings are for informational purposes only and not professional advice. The Offerings are not designed or intended for use in the diagnosis, treatment, cure, mitigation, or prevention of disease or any other condition or to affect the structure or function of the body, and any recommendation provided by the Offerings does not constitute medical advice. Please consult your healthcare provider prior to making any decisions related to your health.

These Terms form a binding agreement between you (including, if applicable, any legal entity which you represent or act for, including your employer) (“you” or “User”) and DarioHealth Corp. or its applicable affiliate that is providing you an Offering (“us”, “we”, “our”, or “Company”) and sets forth the terms and conditions governing your access to, and use of, Company websites (each, a “Site”), Company mobile applications (each, an “App”), hardware and software devices that we make available (“Devices”), and any service, application, software, feature, product, Content (as defined below), analysis, research, questionnaire, opinion, report and/or other information offered from time to time by Company in connection therewith, and any other Company product or service that links to these Terms (collectively, the “Services”; and collectively with the Sites, Apps, and Devices, the “Offerings”). “Content” means text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, content and other materials provided, made available or otherwise found through the Offerings. Additional terms and conditions may apply to certain Offerings, and all of such terms and conditions are hereby incorporated into these Terms by reference.

The Company’s privacy policy available at https://www.dariohealth.com/privacy-policy (“Privacy Policy”) is expressly incorporated herein by reference. These Terms, together with the Privacy Policy and any other terms and conditions expressly incorporated herein, constitute the entire and only agreement between you and us with respect to your use of the Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the Offerings.

Changes To These Terms and the Offerings

We may, without notice, update, revise, or change these Terms in whole or in part, at any time; provided, however, that any amendment or modification to the arbitration provisions, prohibition on class actions provisions, or any other provisions applicable to Dispute (as defined below) resolution shall not apply to any Disputes that arose prior to the applicable amendment or modification. The latest Terms will be posted on the Offerings and shall be effective immediately upon publication. It is your responsibility to review these Terms prior to using the Offerings and upon publication of new Terms. Your continued use of the Offerings after publication of the updated Terms means that you accept and agree to the changes. Therefore, you should regularly check the Offerings for any updates and/or changes. IF YOU DON’T AGREE TO BE BOUND BY THE UPDATED TERMS, THEN YOU MAY NOT USE THE OFFERINGS.

We reserve the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Offerings or any part thereof, without notice, at any time. You agree that your continued use of the Offerings following such modifications constitutes your acceptance of such modifications. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Offerings. If we supply to you any updates, upgrades and any new versions of an App according to its then current policies, it may include automatic updating or upgrading of such App with or without any additional notice to you and these Terms will govern any such updates, and all references herein to such App shall include such updates. For clarity, Company has no obligation to provide updates to any Offering.

No Medical or Psychiatric Advice

The Offerings are provided by Company and its licensors for informational purposes only. The Offerings are (i) not intended to be medical advice or instructional for medical diagnosis or treatment, (ii) not intended to be complete or to replace personal consultation with a qualified healthcare professional, and (iii) not a substitute for the advice of your physician or other qualified health provider(s). The Offerings do not create a patient-doctor relationship between you and DarioHealth. DarioHealth does not practice medicine or provide professional advice; any decision to pursue medical advice through the Offerings is a decision between you and your healthcare provider. Each healthcare provider is responsible for their own professional judgment, licensing requirements, and compliance with applicable laws. You should always seek the advice of your physician or other qualified health provider regarding any data, information or results provided by the Offerings or any questions you may have regarding a health or medical condition, and you must never disregard, avoid or delay obtaining professional medical advice from your physician or other qualified health provider(s) because of any data, information or results provided on, through or by the Offerings. You acknowledge that while some Content may be provided by individuals in the medical field, the provision of such Content does not create a medical professional-patient relationship, and does not constitute a medical opinion, medical advice, or diagnosis or treatment, but is provided for informational purposes only. You also expressly agree that no Offering is a medical device, pharmaceutical product, or diagnostic product. Content provided as part of the Offerings is intended to assist you in understanding your health. Reliance on any information provided through the Offerings is solely at your own risk. We assume no liability or responsibility for damage or injury to persons or property arising from any use of any materials, Content, product, information, ideas, or advice contained in the Offerings. The Content is not intended to substitute for or replace any other diagnostic or therapeutic services. You further acknowledge that certain Services provided through the Offerings, including any notifications, depend on information that you input into the Offerings. We do not recommend or endorse any drug or product, and notifications are not guidance regarding dosing information. The provision of notifications, reminders or alerts with respect to any drug or product is not a recommendation or endorsement. The absence of a notification, reminder, warning and/or alert does not, and should not, be construed to indicate that any activities, food, drugs or other health recommendations are appropriate or effective.

NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING THE OFFERINGS OR ANY CONTENT CONTAINED THEREIN, WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE OFFERINGS OR THROUGH ANY OTHER COMMUNICATIONS. CONTENT THAT IS MADE AVAILABLE BY AND THROUGH THE OFFERINGS SHOULD BE DISCUSSED AND CONFIRMED WITH YOUR PHYSICIAN, PSYCHIATRIST, THERAPIST OR OTHER HEALTHCARE PROVIDER BEFORE ADOPTING ANY WELLNESS PROGRAM, EXERCISE PROGRAM, OR OTHER TREATMENT, WHETHER OFFERED THROUGH THE OFFERINGS OR OTHERWISE. USE OF THE OFFERINGS IS AT YOUR OWN RISK.

INFORMATION AND STATEMENTS REGARDING THE OFFERINGS AND CONTENT MADE AVAILABLE THROUGH THE OFFERINGS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION.

Access to the Offerings

The Offerings are offered and available only to persons who are at least the age of majority in your jurisdiction. The Offerings are not available to any person under the age of majority whose registration has not been approved by a parent or legal guardian. Access to the Offerings may not be lawful by certain persons or in certain countries. If you access any Offering from outside the territory of the intended audience, you do so on your own initiative and are responsible for compliance with local laws. Nothing herein shall be construed as a solicitation, promotion, or recommendation for any product or for an indication for any product which is not authorized by the laws, rules, and regulations of the country where you reside.

Company reserves the right, in its sole discretion, to deny access to any Offering, to anyone, for any reason whatsoever, as permitted by applicable law. We also reserve the right to discontinue, withdraw, or amend the Offerings, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Offerings are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Offerings to you or any other users. You are responsible for making all arrangements necessary for you to have access to the Offerings.

Subject to your compliance with these Terms, we grant to you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Offerings solely for your personal, non-commercial general informational and educational purposes.

Registration and User Accounts

You may be required to create an account in order to use certain parts or features of the Offerings (“Account”). Your Account is personal to you, may be used only by you, and you may only have one Account at a time. By creating an Account, you give us permission to contact you about the Offerings and your use thereof. You may not use a user name that is misleading or that includes any inappropriate language. We reserve the right to reject any user name and prevent the creation of an Account with any user name in our sole and absolute discretion. By creating an Account you agree: (i) that the information you provided to create your Account is accurate and complete, (ii) to promptly update and maintain your information with us, and (iii) that the information you are providing is your own or you are providing it on behalf of someone who authorized you to provide their personal information to us for the purposes of communication related to our Services. You acknowledge and agree that we rely on the user ID and password (the “Account Credentials”) to confirm whether Users accessing and using our Offerings are authorized to do so. Maintaining the confidentiality of your Account Credentials is your responsibility, and you are responsible for any activity performed by any use of your Account Credentials. You must notify us immediately at [[email protected]] if you become aware that your Account Credentials have been compromised, that your Account is being used without authorization, or of any other breach of security related to your Account. You are solely responsible and solely liable for all actions and activities that occur in your Account using your Account Credentials, and for any User Content (as defined below) uploaded to your Account.

Information Submitted Through the Services. Your submission of information through the Offerings is governed by the Privacy Policy. You consent to the collections, uses and disclosures of your personal information for the purposes described in our Privacy Policy. In particular, you acknowledge and agree that we may use personal information, including sensitive information, from many users to create non-identifiable aggregate data that may be disclosed to third parties. You represent and warrant that any information you provide in connection with the Offerings is and will remain accurate and complete, and that you will maintain and update such information as needed. As referenced, Company or your provider may record all or part of your interaction with us or them (“Recordings”). Such Recordings are used for quality assurance and training purposes, and to help us provide and improve our Offerings. By accessing and using our Offerings, you agree and consent to such Recordings for the purposes and uses set forth herein and as otherwise set forth in the Privacy Policy. By using the Offerings, you signify your acceptance of the Privacy Policy. If you do not agree to the Privacy Policy, you should not use the Offerings. If Company changes the Privacy Policy, we will post those changes prominently, so users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. We do, however, recommend that you read the Privacy Policy each time you use our Offerings in case you missed our notice of changes to the Privacy Policy. Your continued use of the Offerings following the posting of changes to the Privacy Policy means you accept those changes.

Consent to Communications and Text Messaging

By using the Offerings or providing your contact information to us, you agree that we may communicate with you, including electronically, by phone, or by SMS text messages, about the Offerings and your use thereof, using any phone numbers you provide to us, including for marketing purposes where permitted by applicable law. You understand that you are not required to provide a phone number as a condition of purchasing the Offerings, unless the use of your phone is necessary to provide you with an Offering you have requested or purchased. If you wish to unsubscribe from marketing communications from us, please follow the unsubscribe instructions at the bottom of such communication. When you register for the Offerings, we may send you an SMS text message containing a code in order to verify your phone number and may send further SMS text messages and push notifications (“Messages and Notifications”) in order to keep you informed about the Offerings. By using the Offerings, you agree to receive Messages and Notifications regarding your use of the Offerings. SMS text messages are for transactional purposes only. We will obtain your consent if we wish to send you marketing or promotional SMS text messages. Reply “STOP” to stop receiving SMS text messages. We may, however, continue to send you transactional messages such as tracking information or verification codes if you subscribe to additional Offerings and provide your phone number related to those later transactions. Depending on your current carrier plan, you may incur charges for these Messages and Notifications and agree that we are not responsible for any failure of warranty by any such third party. We cannot control certain factors relating to message delivery. You acknowledge that, depending on your mobile carrier’s service, it may not be possible to transmit a text message to you successfully. We have no liability for transmission delays or message failures.

While DarioHealth takes privacy and security seriously, you understand that we cannot guarantee the security of information or communications transmitted over the internet or mobile networks. SMS text messages and emails may not be encrypted and therefore may be intercepted and viewable by third parties. You should avoid transmitting sensitive personal information over the internet or mobile networks, and if you choose to do so, you do so at your own risk.

User Generated Content

You may be permitted to input, provide, or otherwise make available certain information in conjunction with any Offerings or submit, share, upload, or otherwise make available certain information, messages, comments, posts, text, photographs, data and other materials to the Offerings (collectively, the “User Content”). You represent and warrant that you own or have (and will continue to have) all the necessary licenses, rights, consents, and permissions to use and provide such User Content to us and that such User Content, and our use of such User Content, does not infringe any third party’s intellectual property, privacy, publicity or other rights. Your further represent and warrant that we will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant to us a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable, royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you, to the extent permitted by applicable law. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You shall have the sole responsibility for the legitimacy, accuracy and legality of any User Content you submit to us.

You represent and warrant that your User Content is complete and accurate and accurately reflects your use of our Offerings. We shall have no liability for any loss, damage, cost or expense that you or any third party may suffer or incur as a result of, or in connection with, uploading any User Content. You agree that you will not post or upload any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity; (vii) exploits minors or (viii) promotes illegal or harmful activities or substances. We have no obligation to screen, edit or monitor any of your User Content, and we explicitly reserve the right to remove and/or edit any User Content on the Offerings at any time without notice, and for any reason, and you are solely responsible for creating backup copies of your User Content at your sole expense. We may, at our sole discretion, terminate Accounts or remove User Content from the Offerings if we determine, or suspect, that those Accounts or User Content violate these Terms, any law, or the rights of any third party.

Use Restrictions; Acceptable Use Policy

You acknowledge and agree that you will not (and will not encourage third parties to): (i) use the Offerings for any purpose (including any purpose that is fraudulent or otherwise tortious or unlawful) other than their intended purpose, including benchmarking, comparative, or competitive analysis of any Offering; (ii) make available or use the Offerings for the benefit of any third party; (iii) sell, resell, license, sublicense, distribute, make available, rent or lease the Offerings, or exploit the Offerings for any commercial purposes; (iv) use any Offering, or any Third Party Service (as defined below), to store or transmit any illegal, immoral, unlawful and/or unauthorized materials or interfere with or violate a third party’s rights to privacy and other rights, or harvest or collect personally identifiable information about third parties without their express consent; (v) use the Offerings, or any Third Party Services, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (vi) interfere with or disrupt the integrity, performance or operation of the Offerings, or any part thereof; (vii) attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Offerings; (viii) use or take any direct or indirect action that imposes or circumvents any usage limits; (ix) copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble any portion of the Offerings, or any material that is subject to our proprietary rights or use any of the foregoing to create any software or service similar to the Offerings; (x) remove any copyright, trademark or other proprietary rights notice from the Offerings; (xi) misrepresent or impersonate any person or provide inaccurate User Content, or otherwise use another user’s User Content without the consent of such user; (xii) frame or mirror any portion of the Offerings, or otherwise incorporate any portion of the Offerings into any product or service; (xiii) systematically download and store Content; or otherwise use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Content; or (xiv) post, transmit or otherwise make available through or in connection with the Offerings any materials that are or may be (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others, (b) defamatory, libelous, or otherwise tortious, (c) fraudulent, false, or otherwise intended to manipulate, distort, mislead, misrepresent, falsify or interfere with the Offerings or the use of the Offerings, or (d) obscene, indecent, pornographic or otherwise objectionable. Any breach of the foregoing by you, as shall be determined in our sole discretion, may result in the immediate suspension or termination of your Account, with full reservation of all of our rights and remedies.

Fees

We will provide information on our then-current fees for the Offerings (as applicable) on the Sites and/or by other means through the Offerings. Features and prices are subject to change. If you purchase a subscription to use the Offerings, unless otherwise stated, your subscription shall automatically renew at the end of your subscription term for the same period of time as the expiring subscription term, unless cancelled by you in advance as described below.

You may cancel your subscription at any time within your Account settings or by contacting us using the contact information provided in these Terms. Your cancellation will take effect immediately or on a date requested by you, and we shall refund a pro-rated portion of any subscription fees pre-paid by you for any unused portion of your then-current subscription term.

In connection with your download, use of, and/or subscription to the Offerings, you agree to pay all applicable fee(s), taxes and other charges. You may be asked to provide a payment method (such as a credit, charge or debit card number) in order to activate your Account or subscription, along with other payment information, to one of our third party payment processor(s) as described in more detail in the Privacy Policy. You authorize us and our payment processor to charge your payment method for your subscription to the Offerings, including any recurring charges for automatic renewal of your subscription, and for any other products or services you may purchase from us.

You may be asked to supply certain relevant information, such as your credit card number and its expiration date, and your billing address. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating billing, and you authorize us and our service providers to charge all amounts to the credit card number you provide. Verification of information may be required prior to the acknowledgment or completion of any transaction. If your credit card payment is rejected or refused you will immediately pay us the amount due and provide us with an alternative credit card number for future payments.

Company reserves the right, including without prior notice, to impose conditions on the honoring of any coupon, discount or similar promotion and to bar any user from making any transaction. Refunds will be subject to Company’s applicable refund policies and applicable laws. You agree to pay all charges incurred by you or on your behalf through the Offerings, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your transactions.

Third Party Services and Social Media

We or third parties may offer you third party services as part of the Offerings (“Third Party Services”). Your use of the Third Party Services is subject to such terms and conditions and specifications offered by each provider of Third Party Services. You acknowledge that we are not the provider of any Third Party Services, nor are we responsible for or endorse any Third Party Services. We neither control nor endorse, nor are we responsible for, any Third Party Services, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Services, or any intellectual property rights therein. Certain Third Party Services may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms will be deemed to be a representation or warranty by Company with respect to any Third Party Services. We have no obligation to monitor Third Party Services, and we may block or disable access to any Third Party Services (in whole or part) through the Offerings at any time. In addition, the availability of any Third Party Services through the Offerings does not create any legal relationship between you and any such provider.

ALL THIRD PARTY SERVICES ARE MADE AVAILABLE “AS IS” AND WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THEM, AND WE ARE NOT RESPONSIBLE FOR ANY LOSS, DAMAGE, INJURY OR OTHER MATTERS OR ANY SORT INCURRED AS A RESULT OF YOUR USE OF THIRD PARTY SERVICES AND YOUR INTERACTIONS AND DEALINGS WITH THEIR PROVIDERS.

When we make available to our users certain social media features through Facebook, Twitter, Instagram, or other social media sites, you may take such actions as are enabled by those features. Please be aware that your activities on social media sites, or facilitated by or through social media sites, are subject to the terms and conditions of the applicable social media site(s). Any Content (including your User Content) provided to social media sites may be processed and used by the applicable social media sites in accordance with their policies and any agreements with us.

Termination or Suspension

You may stop using the Services at any time. You may also delete your Account at any time. To delete your Account please contact us at: [[email protected]]. We may verify your request before taking action. If you cancel or delete your Account, we have no obligation to keep or retain any data or information, including User Content, in your Account, and such data and information, including User Content, may be deleted. We have no liability for the loss of any User Content or data or information in Account when you delete your Account.

Termination of your Account or relationship with us shall not relieve you of your obligations to pay fees or amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under these Terms prior to, or at, the date of termination. We may terminate, limit or suspend your access to all or any part of your Account, or our Offerings at any time, with or without cause, or with or without prior notice, effective immediately, and such termination may result in the deletion of all information and data, including User Content, associated with your Account and your use of the Offerings. Upon termination of your Account: (i) all rights granted to you hereunder will automatically terminate, and (ii) you must immediately cease all use of the Offerings. All Sections of these Terms which by their nature are meant to survive, including without limitation all disclaimers and limitations of liability, disclaimers of warranties, indemnification obligations, and payment obligations, shall survive termination of these Terms.

Disclaimer of Warranties

THE OFFERINGS AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OFFERING AND CONTENT, INCLUDING ANY WARRANTIES OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO, AND DISCLAIM ANY, WARRANTY THAT ANY OFFERING OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO, AND DISCLAIM ANY, WARRANTY REGARDING THE QUALITY OF ANY OFFERING OR CONTENT, OR TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY THEREOF. WE FURTHER DISCLAIM ANY WARRANTIES THAT ANY OFFERING IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF ANY OFFERING IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE AND/OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF ANY OFFERING, INCLUDING WITHOUT LIMITATION, DAMAGE RESULTING FROM VIRUSES. NO COMMUNICATION, INFORMATION OR ADVICE GIVEN BY US OR ANY REPRESENTATIVE OF OURS SHALL CREATE ANY WARRANTY. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

NO CONTENT PUBLISHED THROUGH THE OFFERINGS, CONSTITUTES A RECOMMENDATION, ENDORSEMENT OR OPINION OF COMPANY. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL YOUR COMMUNICATIONS AND INTERACTIONS WITH US OR WITH ANY PERSON OR ENTITY WITH WHOM YOU MAY COMMUNICATE, INTERACT OR ENGAGE AS A RESULT OF YOUR USE OF ANY OFFERING. YOU AGREE AND CONFIRM THAT WE DO NOT, AND DO NOT INTEND TO, MAKE ANY INQUIRIES OF ANY USER, PERSON OR ENTITY OR VERIFY THE INFORMATION ANY USER, PERSON AND/OR ENTITY SUBMITS OR PROVIDES WHILE USING ANY OFFERING. YOU AGREE TO TAKE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH ANY PERSON OR ENTITY WHETHER MADE ON-LINE OR OFF-LINE.

DARIOHEALTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY, IN CONNECTION WITH ANY HEALTHCARE SERVICES, MEDICAL ADVICE, OR RECOMMENDATIONS MADE BY A HEALTHCARE PROVIDER THROUGH OR OUTSIDE OF THE OFFERINGS.

BY USING THE OFFERING, YOU REPRESENT AND WARRANT THAT YOU HAVE HAD THE OPPORTUNITY TO CONSIDER THE RISKS AND BENEFITS OF THE USE OF THE OFFERINGS, AND THAT YOU HAVE PROVIDED VOLUNTARY INFORMED CONSENT TO USE THE OFFERINGS AND PROVISION OF THE OFFERINGS TO YOU.

Limitation of Liability

IN THE EVENT OF ANY PROBLEM WITH THE OFFERINGS AND/OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE OFFERINGS. IN NO EVENT SHALL WE OR OUR LICENSORS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR ANY PARTY INVOLVED IN CREATING OR PRODUCING THE OFFERINGS BE LIABLE TO YOU FOR (I) ANY AMOUNT EXCEEDING THE FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE OF EVENTS GIVING RISE TO YOUR CLAIM, OR $100 IF NO FEES HAVE BEEN PAID BY YOU TO US, OR (II) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, RESULTING FROM THE USE OF THE OFFERINGS (OR WITH THE DELAY OR INABILITY TO USE THE OFFERINGS) OR ANY CONTENT OR OTHERWISE ARISING OUT OF USING THE OFFERINGS AND CONTENT, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU LIVE IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR SIMILAR DAMAGES, THE ABOVE LIMITATION DOES NOT APPLY TO YOU.

TO THE EXTENT THAT ONE OR ANY ASPECT OF LIMITATIONS SET OUT ABOVE DOES NOT APPLY, ALL REMAINING ASPECTS SURVIVE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES, OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE CERTAIN ADDITIONAL RIGHTS.

Indemnity

You agree to defend, indemnify, and hold harmless Company, its affiliates, and each of the employees, contractors, directors, suppliers, licensors, and representatives of any of the foregoing, from all liabilities, losses, claims, and expenses, including, without limitation, reasonable attorney’s fees, that arise from or relate to (i) your access, use or misuse of the Offerings, including, without limitation, with respect to your User Content and any other information you submit, post or transmit through the Offerings, (ii) your violation of these Terms or any applicable law, contract, policy, regulation or other obligation, or (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Offerings. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and fully cooperate with Company in connection therewith.

Export Controls

You are responsible for complying with United States and other applicable export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (i) located in, or a resident or a national of, any country subject to a U.S. or other applicable government embargo or other restriction, or that has been designated by the U.S. or other applicable government as a “terrorist supporting” country; or (ii) on any of the U.S. or applicable government lists of restricted end users.

Force Majeure

Neither you nor us shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable in accordance with these Terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, civil unrest, acts of terror, pandemics and epidemics, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility.

Intellectual Property

Subject to the limited rights expressly granted herein, we and our licensors and third party providers, as may be applicable, reserve all rights, title and interest in and to the Offerings and Content, including all related intellectual property rights therein. No rights are granted to you hereunder other than as expressly set forth herein. Nothing in the Terms constitutes a waiver of the Company’s intellectual property rights under any law. For the avoidance of doubt, “Labstyle”, “DarioHealth”, “Dario”, “MyDario”, “mydario.com”, “dariohealth.com”, “UpRight ”, “wayForward”, and any associated names, marks and logos and all proprietary identifiers used by us in connection with any Offering are trademarks, service marks and trade names of Company, whether or not registered. No right, license, or interest to such marks is granted hereunder. Other names that are mentioned on any Offering may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you hereunder.

Subject to any applicable terms and conditions set forth in our Privacy Policy, any communication or other material that you send to us, such as any questions, comments, feedback, suggestions, testimonials, or the like, is and will be deemed to be non-confidential and we shall have no obligation of any kind with respect to such information. We shall be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, operating, developing, and improving the Offerings. As further described herein, you are solely responsible for all information you send to us, including, without limitation, its accuracy, truthfulness and non-infringement of any other party’s legal rights.

App Store Rules

If you are downloading an App from a third-party platform, service provider or distributor (“Provider”) your use of such App will also be governed by usage rules which the Provider may have established, and which relate to your use of the App (“Usage Rules”). In addition to the Usage Rules specified below, it is your responsibility to determine what other Usages Rules are applicable to your use of such App. You undertake to comply with all Usage Rules applicable to your use of the App and these are incorporated herein by reference.

The following applies to you if you downloaded an App from Apple Inc.’s (“Apple”) App Store: You acknowledge and agree that (i) these Terms are concluded between you and Company only, and not Apple; and (ii) Company, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the Apple’s App Store Terms of Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. You acknowledge that, to the maximum extent permitted by applicable law, Apple has no other warranty or obligation whatsoever with respect to the App and all other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty shall be the sole responsibility of Company, to the extent applicable. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company. You acknowledge that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You and Company acknowledge that, as between Company and Apple, 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 use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. You and Company acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, as between Company and Apple, Company, 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. You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof. Without limiting these Terms, you must comply with all applicable third party terms of agreement when using the App.

DISPUTE RESOLUTION

Arbitration. You and Company agree that any and all controversies, claims and disputes arising out of or related to these Terms or the interpretation, performance, or breach hereof, including alleged violations of any state or federal statutory or common law right or duty and the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”), shall, except as otherwise expressly provided in this “Dispute Resolution” section, be determined by binding arbitration before a single arbitrator in accordance with these Terms. The seat of arbitration shall be [New York, New York, United States of America]. JAMS will administer the arbitration in accordance with its Comprehensive Arbitration Rules and Procedures rules, provided that if the Dispute does not exceed $250,000, JAMS shall also use its Expedited Procedures or similar expedited rules. The party filing a demand for arbitration with the JAMS and serving the demand on the opposing party will initiate the arbitration. You and Company will mutually select an arbitrator in accordance with the applicable JAMS rules within 30 days of the date the demand for arbitration is filed and served on the opposing party. You and Company agree that any arbitration hereunder shall be kept confidential and that the existence of the proceeding and all of its elements (including any and all pleadings, briefs and other documents submitted or exchanged, any and all testimony and other oral submissions, and any and all awards) shall be deemed confidential, and shall not be disclosed beyond the arbitrators, the parties, their counsel, and any person necessary to the conduct of the proceeding, except as and to the extent required by law and to defend or pursue any legal right. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. The arbitrator shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, nor shall the arbitrator have any power to modify, change or excuse performance of any provision of these Terms. This Section 1 shall not preclude you or Company from seeking any provisional remedy in aid of arbitration from a [New York] (state or federal) court of competent jurisdiction. Any Dispute that may not be arbitrated pursuant to applicable law may be heard only in an [New York] (state or federal) court of competent jurisdiction in [New York, New York]. You will share the costs of the arbitrator with Company equally. Each party shall remain responsible for its own attorneys’ fees.
No Class Action. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT (i) ANY CLAIM YOU MAY HAVE AGAINST US MAY ONLY BE BROUGHT INDIVIDUALLY, (ii) YOU WILL NOT JOIN ANY SUCH CLAIM WITH ANY OTHER CLAIM OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION AGAINST US, AND (iii) YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION.
Opt Out. You may opt out of Sections 1 and 2 above (together, the “ADR”) by providing Company with notice of your intention to opt out of ADR in accordance with this Section 3 no later than [60] days from the date you use any Offering or otherwise accept these Terms, whichever occurs first. Such notice must (i) include your first and last name and a clear statement of your intent to opt out of ADR and (ii) be provided to Company at 322 W 57th St., #33B, New York, NY, 10019. In the event you opt out of ADR in accordance with this Section 3, (a) any and all Disputes shall be instituted exclusively in the federal and/or state courts located in [the State of New York], and (b) you waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Opting out of ADR does not and will not otherwise affect the enforceability, coverage, or applicability of these Terms, all of which shall remain in full force and effect.
Time to File. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OFFERING MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS AND SHALL BE DEEMED PERMANENTLY BARRED.
Equitable Relief. Notwithstanding anything to the contrary, in addition to any and all remedies available at law, we shall be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation by you of any of these Terms.

Governing Law

These Terms shall be governed by the laws of [the State of New York, United States of America], without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

Miscellaneous

This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Neither a course of dealing nor conduct between you and us nor any trade practices shall be deemed to modify this Agreement. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof used herein will be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to these Terms) may be made via posting to the Offerings or by e-mail (including in each case via links), or by regular mail, or as may be required by applicable law. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Notice to California Residents

UNDER CALIFORNIA CIVIL CODE SECTION 1789.3, CALIFORNIA USERS ARE ENTITLED TO THE FOLLOWING CONSUMER RIGHTS NOTICE: IF YOU HAVE A QUESTION OR COMPLAINT REGARDING OUR OFFERINGS, PLEASE CONTACT US BY WRITING TO 322 W 57TH St., #33B, NEW YORK, NY, 10019 OR BY CALLING US AT 833-914-3796. CALIFORNIA RESIDENTS MAY REACH THE COMPLAINT ASSISTANCE UNIT OF THE DIVISION OF CONSUMER SERVICES OF THE CALIFORNIA DEPARTMENT OF CONSUMER AFFAIRS BY MAIL AT 1625 NORTH MARKET BLVD., SUITE N 112, SACRAMENTO, CA 95834 OR BY TELEPHONE AT (916) 445-1254 OR (800) 952-5210.

Contact Us

If you have questions regarding our Terms, please contact us at: [[email protected]].

January 10, 2025

ADDITIONAL TERMS AND CONDITIONS

Membership Program Terms

We may provide various membership programs. No insurance coverage is necessary, and no prescriptions or co-pay programs are required in order to become a member. Additional terms may apply.

In some cases, memberships are offered through specific contracted employer groups and health plan entities. Qualified participants are notified of eligibility and may enroll as long as deemed eligible from said employer group or health plan. Membership continues until you cancel or are no longer affiliated with the employer or health plan under which you became eligible. Associated costs under this membership are paid directly by the employer group or health plan. You are entitled to participate in and receive an Offering for whichever solution(s) outlined in the contract between us and your employer group or health plan. You can get more information about your eligibility by contacting your employer group or health plan.

Throughout the term of your membership in any of our diabetes offerings, glucometer test strips will be shipped based on your frequency of use (please note that our algorithm determines this, and we do not warrant that such algorithm is error-free or has no vulnerabilities.)

In the event that you need test strips sooner, you may contact our support team by calling us at 1-833-8914-3796, Monday through Friday 9AM-9PM Eastern Standard Time.

An independently purchased membership will renew automatically upon the end of the membership term. If you wish to cancel your membership, please visit our Refund and Cancellation Policy.

If we determine, in our sole discretion, that you are using Offerings in a misleading, fraudulent or deceptive manner, you hereby agree and acknowledge that we may suspend or cancel your membership at any time.

Membership Loyalty Plan Terms

(Applicable to DarioHealth Glucometer Users Only)

This section applies to Membership Loyalty Plan (the “Plan”) Participants (“Participants”). The Plan is offered by us at our sole discretion. Information about the program is posted on the applicable Site and App or may be obtained by calling 1-833-914-3796. All new Participants in the Plan must accept its terms before they may participate. Except as otherwise expressly prohibited or limited by applicable laws, we may, at any time and with or without notice, modify, amend, supplement, or terminate the Plan and/or its terms. Any such modification, amendment or supplement will be posted on our Site and App. Participants should regularly check the applicable Site and App for any modifications, amendments, or supplements to the Plan and/or its terms. Should the Plan be terminated, all unredeemed rewards program points (“Healthies”) will be forfeited without any obligation or liability of Company, and no Healthies will be honored after the conclusion of the termination notice period, if such a period is announced.

If Company determines that a Participant has abused any of the Plan’s privileges, failed to comply with any of the Terms, or has made any misrepresentation to Company, Company may, in its sole discretion, take such actions as it deems appropriate, including without limitation, suspending such Participant’s privileges under the Plan, revoking any or all of the Healthies in such Participant’s Account, and/or revoking the Participant’s participation in the Plan, in each case, with or without advance notice to the Participant, and without liability to Company.

In the event that you need test strips sooner, you may contact our support team by calling us at 1-833-914-3796, Monday through Friday 9AM-5PM Eastern Standard Time.

Earning Healthies. Details on how Participants in the Plan can earn and redeem Healthies is described on the applicable Site and App, via ‘My Profile’.

Use of Healthies. Plan Participants may redeem their Healthies against vouchers that may be used to obtain certain products available on the applicable App, Participants will receive vouchers at their registered email address with a link that may be used to obtain products through the Company’s shop. Participants retain any Healthies earned while in membership status, even if they subsequently cancel their membership plan. Upon redemption of Healthies, the Healthies will immediately be deducted from the Participant’s Account. Once Healthies are redeemed, they cannot be credited back to a Participant’s Account.

Healthies have no fixed value, may not be redeemed for cash, and are not transferable to any other individual or entity. Any transfer or attempt to transfer Healthies may result in automatic revocation of the Participant’s Healthies. Company will not compensate or pay cash for any forfeited, revoked, or unused Healthies.

Vouchers expire 1 year from the date the voucher is issued. All vouchers must be used by their expiration date to be honored by us.

Participants may not make any commercial use of products purchased through the Plan.

No Refunds. Products purchased in whole or part using vouchers, and vouchers obtained with Healthies are non-refundable.

Monitoring Participants’ Accounts. Company reserves the right to monitor the Healthies Accounts of all Participants, at any time and without notice, for compliance with terms of the Plan. Company also may review all Participants’ Healthies balances and transaction history.

Taxes. The Plan is offered to Company customers free of charge. Healthies may be subject to income or other taxes. The Participant is responsible for paying all such taxes and for making all applicable disclosures to third parties. Company will not be liable for any tax liability, duty or other charges in connection with the issuance of Healthies.

Not Responsible for Acts, Errors, or Omissions. Company is not responsible for: (i) any loss or misdirection of, or delay in receiving, any Participant’s application or Participant’s acceptance of Plan terms or conditions, correspondence, redemption requests or Healthies; (ii) theft or unauthorized redemption of Healthies; (iii) any acts or omissions of third parties; or (iv) any errors in published materials involving the Plan, including, without limitation, any product pricing or typographical errors, errors of description, errors in the redemption and crediting of Healthies from a Participant’s Account, and errors in the issuance of vouchers. Without derogation of the foregoing, Company reserves the right to correct any such errors.

Please contact our support team at any time by calling us at 1-833-914-3796, if you have any questions about the Plan.

Last updated February 2025

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