PLEASE READ CAREFULLY BEFORE USING THE SOLUTION.  YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT.

Yonalink Ltd. ("Yonalink" or “us”, “our”, “we”) provides an EDC / eCRF solutions allowing for the collection of clinical and other data from clinical trials participants (“Participants”) through varied sources, including questionnaires, medical (including wearable) hardware and the linking of Electronic Health Records with the applicable clinical trial database (“Solution”). These Terms of Use (“Terms”) govern your access and use of the Solution. “You” or “Your” means a Participant who is a user of the Solution on behalf of a sponsor, a person who has signed up or is using the Solution as a standalone user (the “Standalone User”)  or any other user of the Solution on behalf of the entity licensing the Solution (“Administrator”).

You agree that by registering for or accessing or using the Solution you are entering into a legally binding agreement with us.  Any entry into, and use of the Solution constitutes your agreement to these Terms and Conditions ("Terms") and all applicable laws and your certification that you are authorized to accept these Terms.  We may revise and update these Terms at any time and such revisions are binding.  Changes to these Terms shall apply as of and following the date of the change.

Use of Solution

You may not provide access to or use the Solution or content thereof for the benefit of third parties or make commercial use of the Solution or related content, but you may use the Solution for your personal use subject to these Terms.

Use of and access to the Solution is void where prohibited. By accessing and using the Solution, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Solution will comply with and does not violate any applicable law, regulation, order or guideline.

Account Registration

In order to sign up for the Solution you will either (i) create an account by providing us with certain information, including your name and password, via the patient or administrator portal (ii) click your consent through a designated link forwarded to you by Yonalink, the Customer and/or a third party on their behalf.

We reserve the right to refuse to allow a user to open or maintain an account or to sign up for the Solution in another way for any reason in our sole discretion. You may not provide false information during the registration process.

You should not reveal your password or other identifying information to other users. We will not ask you to reveal your password. If you forget your password, you can request to have a new password sent to your registered e-mail address. Your account is at risk if you let someone use it inappropriately and your account is subject to termination if you or anyone using your account violates these Terms. If your account is terminated, you may not join Yonalink again without express permission.

You agree to immediately notify Yonalink of any unauthorized use of your account or password of which you become aware. You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not committed by you. Yonalink will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Yonalink harmless for any improper or illegal use of your account, including by someone to whom you have given permission to use your account. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Solution.

Termination of Account

You agree that Yonalink may for any reason, in its sole discretion and without notice, terminate your use of the Solution and/or your account, and remove from the Solution any content associated with you. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties, or the business interests of Yonalink, or (v) behavior that violates the privacy of other users or third parties.

If Yonalink believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Solution. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Solution. You may request termination of your Yonalink account at any time and for any reason by sending an email to support@yonalink.com. Any suspension, termination, or cancellation shall not affect your obligations to Yonalink and its licensors under these Terms, including but not limited to ownership, indemnification, and limitation of liability, which by their sense and context are intended to survive such suspension, termination, or cancellation.

Privacy

You explicitly consent to the use, access, disclosure, transfer and preservation of your Personal Information (as defined in the Yonalink’s privacy policy) by Yonalink in connection with providing the Solution, including storing, processing, and disclosing the data in accordance with these terms and Yonalink's privacy policy, which is available at http://www.yonalink.com/privacy-policy and is incorporated by reference in these Terms.

Proprietary Information

All elements comprising the Solution, including without limitation, the text, design, logos, graphics, icons and images, as well as the selection, assembly and arrangement thereof are the sole property of Yonalink or its licensors. Except as expressly permitted in these Terms, any use, reproduction, modification, distribution, transmission, republication, display or performance of the Solution or any Yonalink content is strictly prohibited. Trademarks, service marks and logos displayed on the Solution are the exclusive property of Yonalink unless otherwise stated and may not be used without the express written consent of Yonalink.  All rights not expressly granted herein are reserved to Yonalink, its affiliates and its licensors.

Use Restrictions

You agree that you will not act in any way or transmit any content that: (a) restricts or inhibits use of the Solution; (b) solicits another person’s password or other Personal Information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes or results in the infringement of Yonalink or any other third parties' intellectual property, privacy or other rights; (e) is or you reasonably believe or should reasonably believe to be illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves or you reasonably believe or should reasonably believe to involve any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc.

The software and technology underlying the Solution is the property of Yonalink, and you may not do or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Solution, including in order to allow you to copy or download any content; (b) circumvent, disable, or otherwise interfere with security-related features of the Solution or features that prevent or restrict use or copying of any content; (c) use the Solution and/or content provided therein in connection with any commercial endeavors in any manner; (d) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Solution; (e) harvest, collect or mine information about other users of the Solution; or (f) use or access another user’s account or password without permission.

Availability

Yonalink shall use reasonable commercial efforts to maintain the availability of the Solution, but does not guarantee any specific level of availability of Solution. Yonalink will not be liable to you as a result of temporary service interruptions.    You acknowledge that Yonalink may, in its sole discretion and at any time, modify or discontinue providing the Solution or any part thereof without notice, and in such event you will not be able to access your health information that is available on the Solution.

Disclaimers & Disclaimer of Warranty

Your use of the Solution is at your sole discretion and risk. The Solution is provided on an AS IS and AS AVAILABLE basis without warranties of any kind from Yonalink. YONALINK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SOLUTION AND TO THE GOODS OR SERVICES MADE AVAILABLE THROUGH THE SOLUTION, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YONALINK DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOLUTION; OR (II) THAT THE SOLUTION WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE Solution.

We reserve the right to correct any errors, inaccuracies or omissions and to change or update Yonalink content information at any time without prior notice.

Limitation Of Liability

Yonalink assumes no responsibility for the accuracy of your medical data. Participants should contact the applicable hospital or medical center running the clinical trial with any questions.

Yonalink assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any content on the Solution. Yonalink is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Solution, including any injury or damage to users or to any person's mobile phone related to or resulting from participation or downloading materials in connection with the Solution. Under no circumstances shall Yonalink be responsible for any loss or damage, including personal injury or death, resulting from use of the Solution, from any content posted on or through the Solution, or from the conduct of any users of the Solution, whether online or offline.

IN NO EVENT SHALL YONALINK OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOLUTION OR CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT YONALINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL YONALINK'S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO YONALINK FOR USE OF THE SOLUTION IN THE PAST THREE MONTHS. IF YOU HAVE NOT MADE ANY PAYMENTS TO YONALINK FOR THE USE OF THE SERVICE, THEN YONALINK SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

Indemnification

You agree to indemnify, defend, and hold harmless Yonalink and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Solution; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Solution shall be in compliance with all applicable laws, regulations and guidelines.

Miscellaneous

These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. Except as expressly set forth herein, these Terms may not be modified or amended except in a writing executed by both parties. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms. Yonalink may assign its rights or obligations under these Terms to an affiliated Yonalink or to a purchaser of all or substantially all of Yonalink’s assets or share capital, or to any Yonalink succeeding to Yonalink’s business. You shall not assign any of your rights or obligations hereunder without Yonalink’s prior written consent. Assignments in violation of the foregoing shall be void. These terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. Either party may seek an injunction or other equitable relief to enforce the confidentiality and intellectual property provisions hereof in any jurisdiction.

Updated: June 2022