CareAR Service Experience Management (SXM)
Terms of Service

Published October 25, 2022

The CareAR Service Experience Management platform transforms the service experience by connecting people, knowledge, & systems. The software, products, services and tools provided for use with our platform enable customers, service employees, field workers and others to use Augmented Reality (“AR”)/Artificial Intelligence (“AI”) content and features to diagnose and resolve service problems.

Provider

The CareAR Service Experience Management platform (the “Platform”) and any applications, products, services, software, tools, features, communications and other information (the “Solutions”) We make available for use with the platform (collectively “CareAR SXM”) are provided by CareAR, Inc. a Delaware Corporation with its corporate headquarters at 201 Merritt 7, Norwalk, Connecticut 06851-1056 (“CareAR,” “We” or “Us”).

Applicable Terms

The terms of and conditions set forth herein along with the CareAR Privacy Policy , Data Processing Addendum and Copyright Policy (collectively the “Terms of Service” or “TOS”) govern the access to and use of CareAR SXM by each the holder of a valid subscription to CareAR SXM (a “Subscriber”) and any individual acting on the Subscriber’s behalf (“You”). Please read all applicable terms and conditions carefully and make sure You understand them. If You do not understand these Terms of Service or You do not wish to accept any part of them, We do not grant You authorization to access CareAR SXM and You must not use it. These TOS constitute a legally binding agreement between You and CareAR regarding the use of CareAR SXM. If the Subscriber is a legal entity, You represent and warrant that You are authorized to act as an agent of that legal entity to accept these TOS and that You are exercising that authority to accept these TOS on behalf of that Subscriber.Your use of CareAR SXM constitutes acceptance of these TOS. If You do not have the authority to accept these TOS on behalf of the Subscriber or You do not agree with these TOS, We do not grant You authorization to access CareAR SXM and You must not use it.

Using CareAR SXM

Each Subscriber establishes a group of users that share the Subscriber’s access to CareAR SXM (a “Tenant”).  Each user in a Tenant group can provide Content to CareAR SXM and access Content provided to CareAR SXM by others accessing the same Tenant. Subscribers grant users access as “Registered Users” with ongoing access to the Tenant or as “Guest Users” with temporary access to the Tenant. Regardless of user type, the Subscriber is solely responsible for all use of CareAR SXM resulting from access to its Tenant.

To become a Registered User of a Tenant, You must provide identifying information, which will be associated with a username, password or other information (“Credentials”) You will use each time You access the Tenant We have the right to prevent You from accessing CareAR SXM and any other CareAR resources, and to deny access to the Tenant if We believe the information You provide to obtain Your Credentials is false, incorrect, incomplete or outdated. If You become a Registered User You must keep Your Credentials secret and You must notify CareAR immediately if You suspect unauthorized use of Your Credentials. Further, You may only enable Guest Users to access the Tenant of a Subscriber that has authorized You to do so and You may not, under any circumstances, share with anyone, any other information that can be used to access a Tenant.

Guest Users access a Subscriber’s Tenant using a link or instructions provided by the Subscriber (“Access Method”), rather than by entering Credentials. Accordingly, Guest Users are identified to CareAR only as being associated with the Subscriber that provided access to its Tenant, and not by information that personally identifies them. If You become a Guest User You may not disclose any information regarding the Access Method and You must immediately notify CareAR if You suspect unauthorized use of such access information.

You are solely responsible for all use of CareAR SXM as a result of access to Your Tenant. CareAR will not be liable for any loss that may be incurred as a result of someone else using Credentials or other Tenant access information, whether such use occurs with or without Your knowledge. You will be held liable for any losses incurred by CareAR or another person due to someone else using Your Credentials or other Tenant access information. 

You may not access or use CareAR SXM for any purpose unless You: (a) have accepted these TOS and are (i) a Registered User accessing the Tenant associated with Your Credentials or (ii) a Guest User accessing a Tenant controlled by the Subscriber that authorized Your access  or (b) have accepted the Privacy Policy, the Copyright Policy and the CareAR SXM Free Trial Terms and Conditions and are using CareAR SXM on a licensed trial/evaluation basis (as a “Trial User”).

You may stop using CareAR SXM and uninstall any of its applications at any time.

Acceptable Use

You may not use or access CareAR SXM unless You are at least the age of legal majority in the applicable jurisdiction. You may not access or use CareAR SXM in any way that is disruptive, harmful, unlawful or contrary to commonly acceptable standards of good behavior online, and in particular You may not and may not permit any third-party to directly or indirectly: (i) interfere with the lawful and authorized use of CareAR SXM by any person, system or program, (ii) interfere with the lawful business or activities of CareAR or any third-party; (iii) engage in bullying or harassment (iv) misrepresent the identity or intentions of anyone with access to Your Tenant (including You), or engage in any fraudulent or abusive behavior; (v) conduct unsolicited advertising or marketing or other activities that violate anti-spam laws, including the Telephone Consumer Protection Act and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction, or make unwanted communications; (vi) collect or harvest information about other people; (vii) provide to or through CareAR SXM any material that contains, transmits, or activates any malicious or harmful code or malware such as viruses, Trojan horses or worms or launch, cause or facilitate any cyber threat or other activity that can cause damage or injury to any system (viii) provide to or through CareAR SXM any material that someone may find offensive (including any libelous or defamatory, discriminatory, explicit, pornographic, or violent material); (ix) provide to or through CareAR SXM any material that misappropriates,  infringes or otherwise violates the rights of any third-party (including intellectual property and privacy rights); (x) violate any law, regulation, guideline or code of practice to which You submit or are subject; or (xi)  receive, send or otherwise process sensitive personal information within the meaning of data protection laws including, but not limited to Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, Special Category personal data as referred to in the EU General Data Protection Regulation or any other personal information protected by law in any applicable jurisdiction.

Any software We provide You may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through Your device settings. You will not, and will not permit any third-party to directly or indirectly: (A) misappropriate or infringe CareAR’s intellectual property rights; (B) access or use the CareAR SXM in any manner that (i) is not expressly permitted by these TOS and any applicable third-party license agreement; (ii) or violates any applicable law; (C) reverse engineer, decompile, disassemble, decode, adapt, disclose or otherwise attempt to derive, gain access to or discover the source code, object code or underlying structure, ideas or algorithms or any portion thereof relating to CareAR SXM; (D) copy, modify, translate, or create derivative works of or improvements or modifications to CareAR SXM or portion thereof; (E) input, upload, transmit, or otherwise provide to or through CareAR SXM any Subscriber Content that when used pursuant to these TOS: (i) causes CareAR to misappropriate, infringe or otherwise violate the intellectual property rights of any third-party or (ii) obligates CareAR to grant any rights to You or to any third-party; (F) use, distribute or sell the CareAR SXM for the benefit of a third party unless authorized in writing by CareAR; (G) use or view CareAR SXM for the purpose of developing a product or service competitive to the CareAR SXM or any of its applications or other components; (H) attempt to bypass or breach any security device or protection associated with CareAR SXM; (I) attempt to access CareAR SXM through an unauthorized third-party application, (J) use or access CareAR SXM in any way which may subject CareAR to liability or (K) otherwise access or use CareAR SXM in a manner that exceeds the scope of the authorization granted in these TOS. You acknowledge that We are not obligated to and that We generally do not monitor Subscriber Content or any Content provided by any third-party and that We do not take responsibility for such Content. Notwithstanding the foregoing, You consent to our monitoring all Subscriber Content to the extent required by law or regulation and/or for purposes of making CareAR SXM available to You.

Content: Audio, video, graphics, images, photos, links, text and other materials or information (“Content”) may be submitted, transmitted, shared, uploaded or otherwise provided to or through CareAR SXM. Content is the responsibility of the Subscriber on whose behalf it is provided to or through CareAR SXM. CareAR does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content provided to or through CareAR SXM. Content provided to or through CareAR SXM may be stored by CareAR at the direction of a Subscriber. CareAR does not view or monitor Content except for the limited purposes described above and we cannot assess its validity, accuracy or potential to result in harm. You must use Your own judgement in using or relying on any Content obtained through the CareAR SXM, and any such use or reliance is at Your own risk. We will respond accordingly if we learn of any Content that violates these TOS or other terms, conditions or policies made available to You from time-to-time. For example, We reserve the right to remove Content that infringes or misappropriates a copyright, trademark or other intellectual property right or results in or facilitates harassment or unlawful conduct.

Subscriber Content:

Each Subscriber is solely responsible for any Content provided to CareAR SXM to or through its Tenant (“Subscriber Content”) and must ensure that all creation of and access to its Subscriber Content is and remains in compliance with all applicable laws, rules, and regulations. You should only provide Subscriber Content to CareAR SXM if the Content was created by or on behalf of the Subscriber that provided You access to its Tenant or if the party that created the Content has granted the Subscriber the necessary rights to use it. Each Subscriber is solely responsible for the completeness, accuracy and understandability of any instructional Subscriber Content uploaded to CareAR SXM. You should take appropriate steps to ensure that any instructions, directions, descriptions or other information included in or with Your Subscriber Content are complete, accurate and understandable before you upload them. CareAR is under no obligation to host or serve any particular Content. If someone notifies Us that Your Content is infringing its copyright or if You notify Us that Content provided by someone else is infringing Your copyright we will respond as described in our Copyright Policy.

You represent and warrant that You have the legal right to use all Subscriber Content provided to or through CareAR SXM. You further represent and warrant that no person that is prohibited by law from accessing Your Subscriber Content will be allowed to use CareAR SXM from Your Tenant.

You hereby grant to CareAR, its Affiliates and Partners an unrestricted, royalty-free, non-exclusive, irrevocable license to route, provide connections for and store Your Content and to refer or link parties that provide Credentials for Your Tenant to access Your Content as described in these TOS and the documentation made available to You. You also grant CareAR the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent necessary to deliver the CareAR SXM. You agree that the exercise of the foregoing rights shall not result in a substantial modification of Your Content and therefore, shall not result in the creation by CareAR of any derivative works in Your Content and You further agree that to the extent the exercise of such rights by CareAR results in the creation of any derivative works by operation of law in any jurisdiction, You immediately and irrevocably assign to CareAR without condition all right, title and interest You have in such derivative works. You agree to indemnify CareAR and its Affiliates without limitation from and against all loss, damage, or expense suffered or incurred in connection with any claim alleging that Your Content infringes any third-party rights of any kind. You shall not refer to the identity of CareAR or its Affiliates in any promotional material, publication, press release or other form of publicity relating to the Service without the prior written consent of the CareAR. CareAR may use Your name and logo, only for the limited purpose of identifying You as a customer of the Service.

Shared Content: The Solutions enable those with  access to a Subscriber’s Tenant (including Guest Users) to use CareAR SXM to share Content with the Subscriber. Any Content provided to or through a Subscriber’s Tenant is and shall remain Subscriber Content and Subscriber is and shall be, the sole and exclusive owner of all right, title, and interest in that Content, including all intellectual property rights therein. Subscriber grants You a perpetual, royalty-free, non-sublicensable, non-exclusive, limited license to use the Content as described and/or demonstrated by the Subscriber at the time You provided the Content and, in any manner later authorized by the Subscriber.

Your Data: You understand that CareAR may collect, process and use Your name, email address and other information that can be used to personally identify You (“Personal Data”) and that we will collect, process and use other information provided by You and others that communicate with CareAR SXM while accessing Your Tenant (collectively “Subscriber Data”). As between Subscribers and CareAR, each Subscriber is and shall remain the sole and exclusive owner of, is and shall remain solely responsible for and will secure and maintain all rights in all  Subscriber Data provided to its Tenant. You hereby grant to CareAR the right to use Your Subscriber Data as required or useful to perform its obligations and exercise its rights under these TOS and You grant to CareAR the right to sub-license Your rights in all Subscriber Data to its hosting, connectivity and telecommunications service providers, and You hereby irrevocably grant to CareAR all such rights and permissions in or relating to Subscriber Data as are necessary or useful for CareAR, its subcontractors, and agents to perform CareAR’s obligations and exercise its rights under these TOS. Notwithstanding the foregoing, You acknowledge that Subscriber Data does not include information that is used by CareAR in an aggregate and anonymized manner. In the event Subscriber owns or controls such aggregate and anonymized data by operation of law in any jurisdiction, Subscriber hereby unconditionally and irrevocably assigns to CareAR all right, title, and interest in and to such data. Our Privacy Policyand Data Processing Addendumdescribe how We handle Subscriber Data.

You hereby consent to the collection, disclosure, processing and use of Your Subscriber Data as set forth in the above referenced documents, including the transfer of such Subscriber Data to the United States, Ireland, and/or other jurisdictions for storage, processing, and use by CareAR and its affiliates. The laws in these jurisdictions may differ from the laws of Your Jurisdiction and Subscriber Data may be subject to access by governmental authorities in these jurisdictions. CareAR SXM is controlled and operated from the United States and international transfers shall be made in accordance with applicable law. If Your consent under this clause is not sufficient under the law applicable to Your Jurisdiction, You shall not access or use CareAR SXM until You complete the procedure required under the law of Your Jurisdiction for giving consent. By accessing and using CareAR SXM, You understand and agree that Your Content and Subscriber Data, if stored by us, will be stored in the United States as set forth in the Privacy Policy and Data Processing Addendum. You also understand that You or other people that You collaborate with can access CareAR SXM(s) that You access and use (including Your Content and CareAR Content) from outside of the United States and that nothing prohibits the processing of Subscriber Data outside of the United States.

Our Technology and Materials: CareAR SXM and related documentation and other materials  are protected by copyrights, patents, trade secrets, or other proprietary rights. Some of the characters, logos, or other images incorporated in CareAR SXM are also protected as registered or unregistered trademarks, trade names, and/or service marks owned by CareAR or others. CareAR or its licensors own and shall retain all right, title and interest in and to CareAR SXM, including all copyright and other intellectual property rights therein and, in using it, You do not acquire any ownership rights. CareAR SXM may contain software components provided by third parties. You have no right, license, or authorization with respect to CareAR SXM except as expressly set forth in these TOS or in the applicable third-party license.

Suspension for Non-Payment: If any fees owed to Us by Subscriber (or Subscriber’s Reseller) are thirty (30) days or more overdue, We may, without limiting our other rights and remedies, suspend the Subscriber’s access to CareAR SXM, so long as We have given Subscriber (or Subscriber’s Reseller) ten (10) or more days’ prior notice that its payment is overdue. You acknowledge and agree that non-payment of fees owed by the Subscriber may result in suspension or termination of the Subscriber’s access to CareAR SXM, which would automatically suspend or terminate access by Subscriber’s Registered Users and Guest Users.

Third Party Charges: You are responsible for any mobile data charges that You may incur for using CareAR SXM. If You are unsure what those charges may be, You should ask Your service provider before using CareAR SXM.

Apple App Store: The following applies to any mobile applications You acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these TOS are solely a matter between You and CareAR, not Apple, Inc. (“Apple”). Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to You; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these TOS and any law applicable to CareAR as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of You or any third party relating to the Apple-Sourced Software or Your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these TOS and any law applicable to CareAR as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or Your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, CareAR, 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 TOS. You and CareAR acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these TOS as relates to Your license of the Apple-Sourced Software, and that, upon Your acceptance of these TOS, Apple will have the right (and will be deemed to have accepted the right) to enforce these TOS as relates to Your license of the Apple-Sourced Software against You as a third-party beneficiary thereof.

Google Play Store: The following applies to any mobile applications You acquire from the Google Play Store (“Google-Sourced Software”): (i) You acknowledge that these TOS are solely a matter between You and CareAR only, and not Google, Inc. (“Google”); (ii) Your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where You obtained the Google-Sourced Software; (iv) CareAR, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to You with respect to Google-Sourced Software or these TOS; and (vi) You acknowledge and agree that Google is a third-party beneficiary to these TOS as they relate to CareAR’s Google-Sourced Software.

No Access to Emergency Services: CareAR SXM does not provide access to emergency services or emergency services providers (e.g., police, fire department, or hospitals), or otherwise connect to public safety answering points. You should ensure You can contact Your relevant emergency services providers through a mobile, fixed-line telephone, or other service.

Disclaimer of Warranties: Your access to and use of CareAR SXM and any Content is at Your own risk. You understand and agree that CareAR SXM is provided to You on an “AS IS” and “AS AVAILABLE” basis and that any use or reliance on any Content or materials You provide or obtain to or through CareAR SXM is at Your own risk. CareAR and its Affiliates, officers, directors, employees, agents, representatives, partners, and licensors, to the maximum extent permitted under applicable law,  DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR  OTHERWISE EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS. Neither CareAR nor any of  its affiliates, officers, directors, employees, agents, representatives, partners, or licensors makes any warranty or representation and disclaims all responsibility and liability for: (i) the  completeness, accuracy, availability, timeliness, security or reliability of CareAR SXM or any Content; (ii) any harm to Your computer system or any other devices used to access or use CareAR SXM, loss of data, or other harm that results from Your access to or use of CareAR SXM or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content or other data provided to or through CareAR SXM; and (iv) whether CareAR SXM will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from CareAR or through CareAR SXM will create any warranty or representation not expressly made herein.

Limitation of Liability: EXCEPT TO THE EXTENT PROHIBITED BY LAW OR OTHERWISE EXPRESSLY REPUDIATED IN ANOTHER WRITTEN AGREEMENT WITH CAREAR, CAREAR DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, CAREAR ASSIST OR ANY OTHER SITE, APP OR SERVICE, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT AVAILABLE THROUGH CAREAR ASSIST OR ANY OTHER SITE, APP OR SERVICE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ANY MEMBER OF CAREAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT ANY MEMBER OF CAREAR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING THEREIN. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF: FIFTY DOLLARS ($50.00 USD) IF YOU ARE A CUSTOMER OR ONE DOLLAR ($1.00) IF YOU ARE ANY OTHER PARTY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Authority: You represent and warrant You are legally authorized to grant the rights contemplated by these TOS.

Indemnity:  You agree to indemnify and hold harmless CareAR from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorney’s fees, resulting from Your breach of these TOS, including any of the foregoing provisions, representations or warranties. Further, You agree to indemnify and hold harmless CareAR from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorney’s fees, resulting from the placement or transmission of any information onto CareAR’s or our affiliates or third-party partners’ servers and/or from any and all use of Your Credentials.

Release: In the event of a dispute with or between one or more users, You release CareAR from all claims, demands, liabilities, costs, or expenses and damages (actual and consequential of every kind and nature, known and unknown, arising out of or in any way connected with such disputes). In entering into this release, You expressly waive any protections (whether statutory or otherwise) to the extent permitted by applicable law that would otherwise limit the coverage of this release to include only those claims which You may know or suspect to exist in Your favor at the time of agreeing to this release.

Investigations: CareAR may seek to gather information from a user who is suspected of violating these TOS and from any other user at any time. CareAR may suspend access by any user whose conduct or Content are under investigation and may remove such Content as it deems appropriate and without notice. If CareAR believes, in its sole discretion, that a violation of these TOS has occurred, it may remove the Content permanently, warn users, suspend users and passwords, terminate Tenant access, or take other corrective action it deems appropriate in its sole discretion. CareAR may fully cooperate with any law enforcement authorities or court order requesting or  directing CareAR to disclose the identity of anyone using CareAR SXM. BY ACCEPTING THESE TERMS, YOU WAIVE AND HOLD HARMLESS CAREAR FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CAREAR, ITS AFFILIATES OR ANYONE ACTING ON ITS BEHALF DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CAREAR OR LAW ENFORCEMENT AUTHORITIES.

Suspension: We may stop (permanently or temporarily) providing CareAR SXM or any features of it to You or to users generally. We also retain the right to create limits on use and storage at our sole discretion at any time. We may also remove or refuse to distribute any Content, suspend or terminate users, and reclaim usernames without liability to You. We may suspend Your use of CareAR SXM at any time in our sole discretion. If We suspend Your access, You must not create another Tenant without our written permission.

Local Regulations: We make no representation that CareAR SXM is available for use or permitted by law in any particular location. To the extent You choose to access CareAR SXM, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country in which You reside.

Export: CareAR SXM  are subject to United States (U.S.) sanctions restrictions and export control laws and regulations. You warrant and represent that: (i) You are eligible to receive and use U.S. exports; (ii) You are not listed on either the U.S. Department of Commerce’s Entity List or Denied Persons List or the U.S. Department of Treasury’s List of Specially Designated Nationals; (iii) You are not resident or otherwise located in Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk or Luhansk regions, and You are not a national of Cuba; (iv) You will not use or divert for use, directly or indirectly, any material, services, or technical data relating thereto: (a) in any nuclear related activity involving military end use or dual use without first obtaining any required U.S. export license or other U.S. governmental approval, (b) in the design, development, production, stockpiling or use of missiles, and/or (c) in the design, development, production, stockpiling or use of biological or chemical weapons; AND (v) You will not reexport, divert or otherwise distribute any material, services, software, or technical data, or any products derived from access to software or technical data provided hereunder, in contravention of U.S. law or regulation. You are equally required to comply with any locally applicable sanctions restrictions and/or export control laws and regulations. You hereby acknowledge and further agree that: (i) a violation of any of the above representations constitutes a violation of Your license to use CareAR SXM(s) and therefore will be cause for the immediate termination of Your license to use CareAR SXM(s) and (ii) CareAR may terminate Your license to use CareAR SXM(s) in its entirety, effective immediately and without advance notice, if CareAR, Xerox or a government agency of the U.S. or any other country determines that an export license or other governmental approval is required for You to obtain or use (or continue to use) the materials and/or services.

Severability: In the event that any provision of these TOS is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these TOS will remain in full force and effect. CareAR’s failure to enforce any right or provision of these TOS will not be deemed a waiver of such right or provision.

Feedback: You grant to CareAR and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into CareAR and/or its Affiliates’ services any feedback, ideas, or suggestions and/or contributions to services provided by You. Under no circumstances will We pay You for the use of Your ideas or submissions.

Force Majeure. Neither party shall be liable to the other party during any period in which its performance is delayed or prevented, in whole or in part, by a “Force Majeure Event” (defined as any cause or circumstance beyond the reasonable control of the party invoking this provision including, without limitation, for causes due to war, act of a public enemy or terrorist, act of sabotage, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated party, strike or other labor dispute, riot, inability to secure materials and/or transportation, a restriction imposed by legislation, an order or a rule or regulation of a governmental entity, or other similar causes). If such a circumstance occurs, the party whose performance is delayed or prevented shall undertake reasonable action to notify the other party thereof and shall take commercially reasonable steps to quickly resume its performance.

Governing Law: These TOS, and any dispute or claim arising out of or in connection with these TOS, shall be governed by and construed in accordance with the laws of the state of New York U.S.A. without regard to its conflict of laws provisions and submitted to the exclusive jurisdiction of the federal and state courts of New York. In any action to enforce these TOS, the parties agree to waive their right, if any, to a jury trial.

Changes to These Terms of Service: We may update these TOS from time to time and if we do, we will notify You by posting a notice at our website along with the updated TOS. We will try to give You a reasonable amount of time in advance of any updates, however, this may not always be possible, for example if We have to make changes to meet security, safety, legal, or regulatory requirements.

Additional Terms: Your use of CareAR SXM, the Platform, a Solution or other portion thereof may be subject to terms and conditions of an additional agreement between You and CareAR (e.g. , a Subscriber Agreement) or an additional agreement between You and an affiliate or third-party We authorized to sell it (a “Partner”). In such cases, please read those additional agreements carefully and be sure You understand them.

Conflicts: In the event of a conflict between these Terms and the terms and/or conditions of any other agreement between You and CareAR, these Terms shall control with respect to Your license to, access to and use of CareAR SXM.