Terms and Conditions - Magnus Safety Application

Acceptance
- These Terms and Conditions (the “Terms”) you are reading are a legally binding agreement between Magnus International Search & Rescue Ltd. (“Magnus”) and yourself (“you”). By downloading, installing, accessing, or otherwise using the Magnus Safety mobile application (the “App”) you agree that you have read, understood, accept and agree to be bound by these Terms.

By using the app you acknowledge that you have read these Terms, understand it, and agree to be bound by it. If you are unwilling to accept all of the terms of these Terms, you should not check the “I accept” checkbox and you should not download the App.

If you violate these Terms, Magnus reserves the right to issue you a warning regarding the violation or to immediately terminate or suspend all or part of your use of the App. You agree that Magnus does not need to provide you notice before terminating or suspending your use of the App, but it may provide such notice in its sole discretion.

You declare that by acceptance of these Terms and/or by using the App you are: (a) of legal age to form a binding contract with Magnus or under the strict and continuous supervision of a parent or any other qualified legal guardian, and in any case, at least 18 years of age (b) not prevented or barred, in any way, from entering these Terms and using the App; (c) not in breach or conflict with any other agreement, undertaking or law to which you are subject or bound; and (d) not barred from receiving the Services (as defined below) under the laws of the country in which you are resident or from which you use the App.

YOU HEREBY ACKNOWLEDGE THAT THE USE OF SOME OF THE FUNCTIONALITIES OF THE APP IS DEPENDENT ON CELLULAR COVERAGE IN THE LOCATION IN WHICH THE APP IS BEING USED. ACCORDINGLY, MAGNUS DOES NOT AND CANNOT GUARANTEE FULL USE OF THE APP IN TIMES AND/OR LOCATIONS WITH NO OR POOR CELLULAR RECEPTION.

Description of the App

Magnus provides an App that allows its users to contact Magnus via an SOS emergency button in case of rescue emergencies, so Magnus can arrange the rescue operations required in the designated area where the user is located. The App can be provided to business customers who wish to equip their employees (“End Users”) with Magnus’ safety services when traveling abroad, as well as individuals who purchase the App via the Magnus website (“Website”) to be utilized when traveling. The App enables users to contact the Magnus hotline and communicate with Magnus about an emergency and require a rescue, as well as form an in-app group to efficiently communicate with other users of the App (the “Services”).

License Grant to Use the App
- Magnus hereby grants you a personal, non-exclusive, non-transferable and non-sublicensable revocable license, which is time-limited to the term of these Terms, to install the App on one (1) mobile device, and to use during the subscription term, solely for your internal use. For the removal of doubt, no commercial use may be made by you or any others on your behalf with the use of the App without Magnus’s prior written consent. The App is licensed, not sold, to you for use only under the terms of these Terms. Magnus reserves all rights not expressly granted to you.

You shall not make any copies of the App and are expressly prohibited from providing the App or any portion thereof, or access thereto, to any third party, except as otherwise agreed to by Magnus in writing.
You shall not remove or destroy any copyright or restricted rights notices: (a) affixed to any media containing the App; or (b) incorporated within the App. You shall not reproduce any such copyright or restricted rights notices in any copy of the App created by you.

Magnus may make modifications, additions and upgrades to the App, as it deems necessary. The terms of these Terms will apply to any updates that Magnus may make available to you unless the update is accompanied by a separate license, in which case the terms of that license will govern. You agree that updates may require you to change or update your App, and may affect your ability to use, access or interact with the App. Magnus is not obligated to provide any maintenance, technical or other support for the App.

You hereby acknowledge that your right to use the App is limited by these Terms, and, if you violate or if, at any point, you do not agree to any of the terms contained in these Terms, your right to use the App shall immediately terminate, and you shall immediately refrain from using the App. If the App or any part thereof is determined to be illegal under the laws of the country in which you are situated, you shall not be granted any right to use the App, and must refrain from using the App.

Access to the App

It is your responsibility to ensure your mobile device meets all the necessary technical specifications to enable you to access and use the App. You are solely responsible for all fees charged by third parties related to your access and use of the App (e.g., charges by internet service providers, cellular data, air time charges, etc.), and Magnus will not be any way liable or responsible for any fees, costs and/or expenses in connection therewith. Magnus cannot guarantee that the App will always function without disruptions, delay or errors. Magnus takes no responsibility for any disruption, interruption or delay caused by any failure of, or inadequacy in any of these items or any other items over which Magnus have no control, including, but not limited to, failures or delays resulting from labor disputes, strikes, lockouts, war, terrorism, riot, or acts of God.

Log-in Information
- Magnus will provide you with a personal user name and password in order to log-in and use the App (“Login Information”). The following rules govern the security of your Login Information:

You shall not share your Login Information with anyone;
In the event you become aware of, or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your Login Information, you must immediately notify Magnus in order to modify your Login Information;
You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of your Login Information;
You hereby acknowledge and agree that upon activation of the App, and only while the subscription term, Magnus will have access to your microphone recordings and location data. Any personal information you provide to us when using the App, which may include, inter alia, your name, identification number, address, geographic location, e-mail address, cellphone number, and any such other information, will be held and used in accordance with the App’s Privacy Policy.

You agree that you will supply accurate and complete information to us, and that you will update that information promptly after it changes. You represent and warrant that you have full right and authority to provide Magnus with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law).

Rules of Conduct and Usage
- You represent and warrant that you have full right and authority to use the App and to be bound by these Terms. You agree that you will comply fully with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of such App.

In furtherance of the foregoing, you agree that you shall not:
- Access and use the App, if you are barred from receiving the App under the provisions of these Terms or any applicable law;
- Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except if expressly authorized by Magnus or by applicable statutory law), modify or alter any part of the App;
- Violate the contractual, personal, intellectual property or other rights of any party;
- Rent, lease, sell, trade, gift, bequeath or otherwise transfer the App to anyone without Magnus’ prior written consent;
- Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, defamation, or invasion of privacy; and/or
- Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the App.

Intellectual Property Ownership
- Magnus, its affiliates and/or licensors retain all rights in the App (including, but not limited to, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, the “App Materials”). The entire contents of the App are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause or permit any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the App pursuant to these Terms or otherwise exploit any of the App Materials without Magnus’s explicit, prior written consent. All other uses of copyrighted or trade mark material, including any derivative use, require explicit, prior written consent from Magnus.

Magnus, its affiliates and/or its licensors own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the App Materials. You hereby acknowledge that you do not acquire any ownership rights by using the App or by accessing any of the App Materials, or rights to any derivative works thereof.

Any comments or suggestions for the modification, correction, improvement or enhancement of the App and/or any of the App Materials which you may provide Magnus, you hereby grant Magnus a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Magnus chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Magnus’s products and content embodying such comments or suggestions in any manner and via any media Magnus chooses, but without reference to the source of such comments or suggestions.

User Content
- Some areas of the Service allow to submit, post, display, provide, or otherwise make available content such as pictures, videos, comments, questions, and other content or information (any such materials you upload, submit, post, display, provide, or otherwise makes available on the Service is referred to as “User Content”).

MAGNUS CLAIMS NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. You hereby grant Magnus a non-exclusive license to access your User Content through the Service, and to analyze and use such User Content as permitted through the functionality of the Service and under these Terms.

Confidential Information
- You acknowledge and agree that the and contains valuable trade secrets and confidential information of Magnus. Accordingly, you agree to maintain the confidentiality of any proprietary information received by it during, or prior to entering into, these Terms, including, without limitation, the App and any trade secrets and other proprietary information, that you should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and all other information obtained during the use of the App as permitted hereunder (“Confidential Information”).

The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of yours. You agree not to use said Confidential Information for any purpose except as necessary to exercise your rights under these Terms. You shall protect the secrecy of and avoid disclosure and unauthorized use of Magnus’ Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

Disclaimer of Warranty; Limitation of Liability; Indemnification
- The App is provided on an “AS IS” and “AS AVAILABLE” basis. You are solely responsible for any and all acts or omissions taken or made in reliance on the App. To the fullest extent permitted by law, Magnus, its officers, directors, employees, licensors and agents disclaim all warranties, explicit or implied, in connection with the App and your use thereof including without limitation implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness.

Magnus assumes no liability or responsibility for any:

- - Errors, mistakes, inaccuracies, non-suitability or non-conformity of the App or any of the Services;
  - Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the App;
  - Any unauthorized access to or use of Magnus’s servers and/or any and all personal information and/or financial information stored therein;
  - Any interruption or cessation of transmission to or from the App;
  - Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the App by any third party;
  - Any results that may be obtained from the use of the App; and/or
  - The quality of any information, or other material obtained by you through the App;

YOU HEREBY AGREE AND ACKNOWLEDGE THAT MAGNUS IS NOT IN ANY WAY OBLIGATED TO TAKE ANY SPECIFIC ACTION IN RESPONSE TO CALLS RECEIVED VIA THE APP AT THE CALL CENTER, NOR OBLIGATED TO PROVIDE PRIOR WARNING OF ANY EMERGENCY SITUATION AT ANY LOCATION.

NOTHWITHSTADING, IN NO EVENT WILL MAGNUS, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, LICENSORS, CONSULTANTS AND/OR EMPLOYEES, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE APP OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MAGNUS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT DEROGATING FROM THE AFOREMENTIONED, IN ANY EVENT MAGNUS’S MAXIMUM LIABILITY IN ALL CASES AND FROM ALL CAUSES OF ACTION SHALL BE LIMITED TO THE SUM OF US$50.

You agree to indemnify and hold Magnus, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any of the following:
- Your use of, and access to the App;
- Your violation of any term of these Terms;
- Your violation of any third party right, including without limitation any copyright, property, or privacy right;
- Any claim that any user submission made by you has caused damage to a third party.

Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, then the limitations included in this section shall be interpreted to the maximum extent permitted under applicable law.

Notices

Notices to you may be made via the App and/or e-mail. Magnus may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the App. You agree that all agreements, notices, disclosures and any other communications that Magnus provides as aforementioned satisfy any legal requirement that such communications be in writing. Any and all e-mail notices sent to you will constitute sufficient and effective delivery and notice to you, whether or not you access or review the notice and shall be deemed to have been delivered to you, whether actually received by you or not.

Miscellaneous
- Magnus shall not be in breach of these for failure to perform any of its obligations hereunder, and the time required for performance shall be extended for a period equal to the period of such delay; provided, that such delay has been caused by or is a result of any acts of God; acts of public enemy; civil strife; wars declared or undeclared; embargoes; labor disputes, including strikes, lockouts, job actions or boycotts; fires; explosions; floods; orders by any government, governmental agency or instrumentality or by any other supervening authority; or by any other unforeseeable circumstances beyond the reasonable control of Magnus.

By using the App, you agree that the laws of the State of Israel, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and Magnus. Any claim or dispute between you and Magnus that arises in whole or in part from your use of the App shall be decided exclusively by a court of competent jurisdiction located in Tel Aviv, Israel, to the exclusion of any other courts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-convenient with respect to venue and jurisdiction in the courts of Tel Aviv, Israel.

The failure by Magnus to enforce any provision of these Terms, will not constitute a waiver of future enforcement of that or any other provision. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

These Terms constitute the complete and exclusive agreement between Magnus and you regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter.

For any questions about these Terms or any other issue regarding Magnus or the App please contact us at: service@magnus.co.il.

Terms and Conditions - Magnus Safety Application

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