These Terms set forth the terms that govern your access to and use of the We+Care App (as defined below) and are an agreement between Pro Aidants, Sihlquai 131, 8005 Zurich (hereinafter referred to as "Pro Aidants") and you or the legal entity you represent ("you" or "your"). These Terms become effective when you click an "I Accept" button or check box that presents these Terms or you have previously used the We+Care App (the "Effective Date"). You represent to us that you are legally able to enter into contracts (e.g., that you are not a minor). If you are entering into this Agreement on behalf of a legal entity, such as the company for which you work, you represent to us that you have legal capacity to represent that legal entity.
"We+Care App" means Pro Aidants' proprietary software application modules and user interfaces provided to You in a hosted environment provided and maintained by Pro Aidants under this Agreement. The We+Care App may contain third party components that are licensed to Pro Aidants.
"Data Protection Legislation" means laws that protect the privacy rights of natural persons to the extent applicable to the processing of personal data in connection with this Agreement, including without limitation the data protection laws of Switzerland, the EU/EEA and the EU/EEA Member States, and similar regulations.
"Law" means any local, state, national and/or foreign laws, treaties and/or regulations applicable to a respective Party.
"Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
"Client" means a dedicated portion of the We+Care App - including configuration, user access management, tenant-specific functionality, and non-functional features, where a group of users managed by a particular enterprise customer with a Client Subscription Agreement share common access with certain privileges to the We+Care App. You may be granted access to such Clients by certain Enterprise Customers as part of your use of the We+Care App.
"Third Party Products" are application software products provided by third parties, including operating system and application software, with which the We+Care App interfaces and that provide certain functionality essential to the operation of the We+Care App. Third Party Products are licensed to Pro Aidants for inclusion and use in the Hosted Environment as part of the We+Care App. For clarity, the term "Third Party Products" does not refer to any third party software components that may be integrated into the We+Care App.
"Your Data" means any data, files, including hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that you create, install, upload or transmit in or through the We+Care App or make available in the course of using the We+Care App, excluding identification and other information provided by you.
Rights of Use
Pro Aidants hereby grants you a non-exclusive, non-transferable, time-limited right to access and use the We+Care App for your internal affairs ("Right of Use").
You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit the We+Care App or make it available to any third party.
You may not modify, create derivative works from, disassemble, reverse compile, or reverse engineer any portion of the We+Care App, including without limitation the Documentation provided as part thereof, or access the We+Care App to create a similar or competing product or service.
Except as expressly provided, no part of the We+Care App may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise.
You agree to use all reasonable efforts to prevent unauthorized third parties from accessing the We+Care App.
You acknowledge and agree that Pro Aidants or its Third Party Providers own all right, title and interest in and to all intellectual property rights in the We+Care App and any suggestions, enhancements, feedback or recommendations provided by you with respect to the We+Care App, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.
You do not acquire any rights in the We+Care App, express or implied, other than those expressly granted in these Terms, and any rights not expressly granted to you are reserved by Pro Aidants and Third Party Providers.
Licenses from You
Subject to the terms and conditions of this Agreement, you grant Pro Aidants the non-exclusive, non-transferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use your data solely to the extent necessary to provide the We+Care App to you.
You acknowledge and agree that your data and any information provided to Pro Aidants in connection with your use of the We+Care App may be processed by Pro Aidants and its subcontractors to the extent necessary to provide the We+Care App.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of your data. You agree that the license to Your Data shall survive the termination of this Agreement for the purpose of storing backup copies in accordance with these Terms.
Pro Aidants may (i) compile statistical and other information relating to the performance, operation and use of the We+Care App and (ii) use data from the We+Care App in aggregate form for security and operational management, statistical analysis and research and development purposes (clauses (i) and (ii) are collectively referred to as "Service Analyses"). Pro Aidants may make Service Analyses publicly available; however, the Service Analyses will not contain Your Data, Personal Data or Confidential Information in a form that could be used to identify You or any other person. Pro Aidants reserves all intellectual property rights in the Service Analyses.
Intellectual Property Rights.
The We+Care App and any necessary software used in connection with it contains proprietary and confidential information that is protected by applicable intellectual property and other laws. In addition, the content or information presented to you through the We+Care App may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as otherwise expressly provided, nothing in this Agreement shall be construed as granting any license to the intellectual property rights of Pro Aidants (or any third party providers, authors, developers, vendors and service providers ("Third Party Providers")).
Terms of Service
Service Enhancements or Updates. Any new feature (whether or not bundled in a module) that enhances or improves the We+Care App, and/or any new module or service subsequently used by you, is subject to these Terms.
Passwords, Access. You are solely responsible for the confidentiality and use of your passwords and username.
Support by Pro Aidants. Pro Aidants will use commercially reasonable efforts to promote your successful use of the We+Care App, including but not limited to providing user guides and online help and product support. Pro Aidants also offers fee-based advanced support options and consulting, which may include, but are not limited to, training services, business and regulatory process consulting, submission processing assistance, system migrations, and system configurations.
Subcontracting. Pro Aidants may outsource or subcontract all or a portion of its business and services to third parties. These third parties will be carefully selected and instructed and monitored by Pro Aidants in accordance with legal and internal requirements.
You are required to comply with all laws that apply to you in connection with your use of the We+Care App, including but not limited to data protection laws and laws relating to international communications and the export of technical data.
You will ensure that any use of the We+Care App by you is in accordance with these Terms and the "Acceptable Use Policy".
You agree to notify Pro Aidants immediately of any unauthorized use of a password or account or any other known or suspected breach of security or any known or suspected disclosure of your information.
Pro Aidants may disable your access to the We+Care App if Pro Aidants reasonably concludes that your use of the We+Care App will cause Pro Aidants or others immediate and continuing harm. Pro Aidants will not be liable to you or any third party for any suspension of the We+Care App under such circumstances as described in this section.
Modification or Discontinuation.
Pro Aidants reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the We+Care App (or any part thereof). Pro Aidants will use commercially reasonable efforts to notify you of any such changes.
Pro Aidants respects your data sovereignty and the importance of maintaining the confidentiality of your data.
You understand that your use of the We+Care App and compliance with its terms does not automatically imply compliance with any data protection laws. You understand that you have an independent duty to comply with all data protection laws applicable to you.
You are responsible for (a) providing all required notices, consents and/or authorizations in connection with the provision of personal data by you and the processing of such data by Pro Aidants under the We+Care App. Your Data shall not contain sensitive or special data that imposes on Pro Aidants special data security or data protection obligations that are additional to or different from those set forth in this Agreement.
During the term of this Agreement, Pro Aidants will maintain a security program that substantially complies with industry standards and is designed to: (i) ensure the security and integrity of Your Data; (ii) protect against threats or hazards to the security or integrity of Your Data; and (iii) prevent unauthorized access to Your Data.
Exclusion of Warranties
Pro Aidants excludes representations or warranties of any kind to the fullest extent permitted by law.
Limitation of Liability
Pro Aidants excludes your liability of any kind to the fullest extent permitted by law (liability is limited to intent and gross negligence).
Applicable law and jurisdiction
These Terms shall be governed by the substantive laws of Switzerland, except that (i) international conventions, including the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (CISG) and (ii) Swiss conflict of laws rules are hereby excluded from application to these Terms.
The ordinary courts of the City of Zurich shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms (including their interpretation, conclusion, performance, binding nature, modification, breach, termination or enforcement).