Safe Distance Alert App

Terms of Use

 

Last Updated: April 17, 2020

 

These Terms of Use (these "Terms") are a legally binding agreement between VIAANIX, INC., a Delaware corporation (referred to in these Terms as "Viaanix" "we," "our," "us" and similar terms) and each person or entity who accepts or becomes subject to these Terms (referred to as "you," "your," and similar terms). 

 

By clicking "I Accept" or taking similar action to accept these Terms, or using the Services, you expressly acknowledge that you have read and understand and agree to these Terms. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE OR ACCESS THE Services.

 

Your use of the services is subject to our privacy policies, which may be modified as described in the privacy policies. If you do not wish to be subject to those policies, then you may not use our services and must delete any and all applications which you have downloaded or installed.

 

the services are not a medical device and are not intended to treat or prevent covid-19 or any other medical condition. by using the services, you acknolwedge that the services cannot prevent you or any other person from contracting covid-19 or any other medical condition, and that we have no liability to you or any other person if you or they contract covid-19 or any other medical condition, nor relating to the results thereof, including sickness, hospitalization and death.

 

These Terms are binding upon all Users and govern your use of the Services. 

 

The Services. "Services" means the Safe Distance Alert App, and our mobile applications and web applications that we make available to Users now or in the future doe monitoring proximity and interactions with persons who have, or may have Covid-19 or various other health conditions, and all other services and functionality that we provide through the Services.  We may modify the Services from time-to-time in our sole discretion. "User" means each user of the Services.

 

Subscription. In order to use the Services, you or someone who has authorized you to use the Services must have an active free or paid subscription (a "Subscription"). Each Subscription may provide for one or more administrator Users (each, an "Administrator User") and may include one or more other Users. "Team Users" means all Users on the same multi-User Subscription.

User Accounts.  Each User must have a user account (a "User Account") in order to use the Services.  You may request the creation of User Accounts (up to the maximum permitted by your Subscription) by using functionality provided through the Services.  You agree that by creating a User Account that you will provide accurate and current User Account information to us, and you agree to these Terms. You agree that you have given us a valid email address, that you will update the information you provided to us and to keep it current and accurate. You will also keep your login information secure and will contact us immediately if you suspect that your login information has been compromised or you otherwise suspect a security breach.  If you incur charges or fees in connection with your use of the Services, you agree that you are liable for and responsible for such charges or fees. 

 

Administrator Users. Administrator Users may register, delete and modify the User Account of each Team User, to the extent permitted by the Services and the Subscription. If you create a User Account for another individual, you agree that you have the permission of the applicable individual(s) to share their information with us in the form of User Account information. Each Administrator User is responsible for the acts of all Team Users under the applicable Subscription.

 

Team Users.  Team Users will have access to the features and functionality designated by the applicable Administrator User.

General User Requirements. The Services are intended solely for Users who are at least 16 years old.  If you are younger than 16 years old, you may not use the Services. By using the Services, you also certify that you will not use the Services if any applicable laws prohibit you from doing so in accordance with these Terms.

Acceptable Use. You agree that you will use the Services only in a manner for which they were intended, and that complies with and does not violate any local, state, national or foreign law, rule or regulation.  Without limiting the generality of the previous sentence, you agree that you will not use the Services in any way that: harasses, degrades, intimidates, or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; is harmful, unlawful, threatening, abusive, harassing, defamatory, libelous, invasive of any other person's privacy, obscene, pornographic, offensive, or exploits any person in any way; solicits any personal information from any person who is a minor, except if consented to by the parent or legal guardian of the minor; includes personal or identifying information about another person without that person's express consent; impersonates any person, organization, association or any other entity, or falsely states or otherwise misrepresents your affiliation with another person or entity; is false, deceptive, misleading, deceitful, or in any way misrepresents the truth of any matter; constitutes or encourages the commission of any criminal offense, or that provides instructional information about any illegal activity; constitutes conduct that would give rise to civil liability or otherwise violate any law; violates, plagiarizes, or infringes our rights or the rights of third parties, including but not limited to copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; violates any law or contractual relationship to which you are subject; transmits software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer or telecommunications equipment; restricts or inhibits any other user from accessing or using the Services, whether by damaging, disabling, overburdening, impairing, or interfering with the functionality or quality of the Services in any manner; uses any robot, spider, crawler, scraper or other automated means not expressly authorized by us to access the Services; circumvents or attempts to circumvent any measure designed to protect the Services or third parties; use the Services for any commercial purpose except as expressly permitted in these Terms; or export or otherwise transmit the Services outside of the United States.

 

Subscription Fees and Additional Fees. Some Subscriptions may be free as specified when you create a User Account, and some Subscriptions will require payment of the fees specified when you create your User Account and select that particular Subscription. All Fees will be payable by the applicable User unless otherwise agreed to in writing. We may change our Fees at any time by posting the updated rates on the Services or otherwise notifying you in writing. Changes in our Fees for your Subscription will apply at the beginning of the next billing period, all other Fee modifications (e.g. one-time fees for a-la carte services) will take effect immediately unless otherwise specified in the modification. We may adopt additional Fees or charges for providing additional features, functionality or services that we agree to provide to you for which we designate the additional Fees at the time that you or the applicable User purchase or subscribe to such additional Services. Please check the Services often or contact us for current pricing.  All purchases through the Services are final, and there are no refunds. We may use any legal means to collect any unpaid charges or fees. If any amount due under this Agreement is not paid when due, we may choose to charge you interest on the unpaid amount at the lesser of a rate equal to 1.5% per month or the maximum rate allowed by applicable law. The Administrator User (or the designated legal entity) for the applicable Subscription will also be liable for and obligated to pay all Fees and other amounts incurred in connection with the applicable Subscription or incurred by the applicable Team Users.  "Fees" means all subscription fees and all other amounts that you (or the applicable Team User) agree to or are obligated to pay in connection with the Subscription or use of the Services.

 

Taxes. You will be responsible for and will timely pay all applicable sales and use taxes, and all customs duties and similar charges (other than taxes based on our income), and any related penalties and interest for the grant of access rights hereunder. You agree to make all required payments to us free and clear of, and without reduction for, any withholding taxes.

 

Termination. These Terms will automatically terminate with respect to you and your User Account upon the termination of your Subscription. You may terminate your Subscription at any time (effective at the beginning of the next billing cycle, if applicable) using the features provided through the Services. We may terminate your Subscription at any time upon notice to you.

 

Our Right to Suspend or Terminate Your Account.   We reserve the right to suspend, restrict or terminate any User Account at any time and without notice if we, in our sole discretion, (i) suspect that you violated these Terms; (ii) suspect that you violated any law or third-party agreement which relates to this Agreement; or (iii) suspect that you committed any other act which we, in our sole discretion, consider to be detrimental to or inappropriate for the Services.  If any Team User breaches this Agreement, and the breach remains uncured after the expiration of any applicable grace or cure period, then we may, in our sole discretion, suspend, restrict, or terminate any or all Users associated with that Subscription without notice.

 

Access After Termination.  Upon termination or cancellation of your Subscription, by us or by you, you will no longer have access to your User Account, the Services, or any data or information collected using the Services.  After your Subscription is terminated, we have no obligation to maintain any information stored in or related to your User Account.

 

License.  We hereby grant to you a limited, personal, non-exclusive, non-assignable, and non-sublicensable license to access and utilize the Services for the sole purpose of using the Services in the manner provided in these Terms. You agree that we have not granted you any right or license not expressly provided in these Terms. We hereby grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use our applications downloaded directly from a legitimate marketplace where we have made the applicable mobile applications available for download, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the applications, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of that code.

 

You agree not to copy, prepare derivative works based on, use for competitive purposes (including in connection with the preparation of, planning for, development of, or in any way related to the operation, marketing, development, deployment, or sale of competing products or services), reverse engineer, or attempt to duplicate any of the Services, in whole or in part. You certify that you are using the Services solely for the purpose permitted in these Terms, and not for any other purpose.

 

All aspects of the Services, including all aspects of their presentation and all of their underlying code, including, but not limited to, their design, organization, structure, selection, coordination, expression, "look and feel," and arrangement are controlled, owned or licensed by or to Viaanix, and are protected by law.No part of the Services may be used in any manner not expressly authorized by these Terms. No part of the Services or the Services may be used, copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed without our express prior written consent.

 

Mobile Communications. By downloading or using our mobile application as part of the Services, you expressly agree that we may communicate with you regarding transactions you have initiated on the Services. You also agree that we may respond to your communications to us through the Services by SMS, MMS, text message, or other electronic means directed to your device and that certain information about your usage of the applications may be communicated to us.  Your phone company's normal messaging, data, and other rates and fees will still apply. If you do not wish to receive such communications, you may opt out as provided in such communications or through the Services.

 

Mobile Services.  To use or access the Services through a mobile application, you will need a compatible device. We cannot guarantee that the applications will be compatible with, or available on, your device. Also, your phone company's normal messaging, data, and other rates and fees will still apply.

 

Our Right to Modify these Terms. We may modify these Terms at any time by providing to you a modified copy of these Terms by email or by posting them on the Services. The modified Terms will be effective when posted or when provided to you or the applicable Administrator User, unless we specify a later date.  If you do not agree to the modified Terms, your only option is to stop using the Services after the effective date of the modified Terms. Your continued use of the Services after the effective date of the modified Terms will be your affirmative agreement to the modified Terms. We may modify any information referenced in the hyperlinks from these Terms from time to time, and such modifications will become effective upon posting, unless a later date is specified. Continued use of the Services after the effective date of any such changes will constitute your consent and agreement to the changes. These Terms may only be modified as provided in this Section or by written agreement of the parties.

 

Communications.  By becoming a User, you agree to receive communications from us, including via e-mail. Communications from us may include but are not limited to: operational communications concerning your User Account or use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Viaanix. You may opt out of receiving promotional emails by following the unsubscribe options in the promotional email itself.

 

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE  SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO GUARANTY THAT THE INFORMATION COLLECTED THROUGH THE SERVICES WILL BE ACCURATE OR ERROR FREE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY LAW, VIAANIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, OR ELECTRONIC COMMUNICATIONS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

 

DISPUTES

Any dispute or claim relating in any way to your use of any Service, or to any products or services sold or distributed by us or through our Services will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim us at Viaanix, Inc., 434 N. Main, Wichita, KS 67202. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the Sedgwick County, Kansas, or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Intellectual Property. All intellectual property rights in the Services are owned by us absolutely and in their entirety or are licensed by us from third parties. These rights include, and are not limited to, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), trade secrets, and other similar rights wherever existing in the world together with the right to apply for protection of those rights. Nothing in this Agreement grants you any right to use such intellectual property except as expressly provided herein.

Choice of Laws. These Terms will be governed by the laws of the State of Kansas and the United States of America without regard to conflict of law principles.

Entire Agreement. With respect to Users who are not Advisors, these Terms constitutes the entire agreement and understanding between the parties with respect to its subject matter.

Waivers. No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver. No single or partial exercise of a right, power or privilege will prevent its future exercise. No waiver of any right or remedy will be effective unless contained in a writing signed by the waiving party. A waiver in one circumstance will not constitute a waiver for any other circumstance.

Interpretation. The headings of sections are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. All terms and words used in this Agreement, regardless of numbers and genders in which they are used, will be deemed to include singular or plural and all genders as the context or sense of this Agreement requires.

Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable (a "Severed Provision") the Severed Provision will be deleted from this Agreement and all other provisions of this Agreement will remain in full force and effect. Each Severed Provision will immediately be replaced by a provision as near in terms as possible under the law to the Severed Provision, so as to give full force and effect, as near as possible to the original intent of the parties.

Assignment. We may assign this Agreement to an affiliate, or in connection with the sale or other transfer of any of our assets. You may not assign this Agreement without our written consent, which we may withhold in our sole discretion. Any assignment in violation of this provision will be deemed null and void.

Notices. Except as expressly stated otherwise, all notices to us must be in writing and must be provided through the applicable functionality designated for providing notices through the Services. All notices to us relating to any lawsuit, dispute, legal proceeding, claim or other dispute relating to these Terms or the Services will be provided by certified mail, postage prepaid and return receipt requested to the following address or such other address as we notify you to send notices to: 

Viaanix, Inc.

Attn: Legal Department

434 N. Main St.

Wichita, KS 67202

All notices to you will be provided to you through the Services or given to you via the email address or physical address that you provide to us through your User Account and will be effective one business day after being transmitted electronically, or deposited in the mail.