INDIVIDUAL USER TERMS
These Terms contain the terms and conditions that govern your access to and use of the We+Care App (as defined below) and is an agreement between Pro Aidants, Sihlquai 131, 8005 Zurich (herein referred to as "Pro Aidants") and you or the entity you represent (“You” or “Your”). These Terms take effect when you click an “I Accept” button or check box presented with these Terms or, if earlier, when You use the We+Care App (the “Effective Date”). You represent to us that You are lawfully able to enter into contracts (e.g., you are not a minor). If You are entering into this agreement for an entity, such as the company You work for, You represent to us that You have legal authority to bind that entity.
"We+Care App" means Pro Aidants's proprietary software application modules and user interfaces provided to You in a hosted environment provided and maintained by Pro Aidants under this Agreement. We+Care App may contain third-party components licensed to Pro Aidants.
"Data Protection Legislation" means Laws, which protect the privacy rights of individuals, in so far as they apply to the processing of Personal Data in connection with this Agreement, including without limitation data protection Laws enacted by Switzerland, the EU/EEA and EU/EEA Member States, and similar measures;
"Law" means any local, state, national and/or foreign law, 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;
"Tenant" means a dedicated share of the We+Care App - including configuration, user access management, tenant individual functionality and non-functional properties, in which a group of users managed by a certain corporate customer with a Tenant Subscription Agreement share a common access with specific privileges to the We+Care App. You may be granted access to such Tenants by certain of such corporate customers in the course of Your use of the We+Care App.
"Third Party Products" mean application software products provided by third party vendors, including operating system and application software with which the We+Care App interfaces and which provides certain functionality essential to the operation of the We+Care App. Third Party Products are licensed to Pro Aidants for incorporation and use in the hosted environment as part of the We+Care App. For the sake of clarity, the term Third Party Products does not refer to third-party software components, if any, incorporated into the We+Care App.
"Your Data" means all data, files, including hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that You create, install, upload to or transfer in or through the We+Care App or provide in the course of using the We+Care App, excluding identification and other information provided by You.
Pro Aidants hereby grants You a non-exclusive, non-transferable, temporary limited right to access and use the We+Care App for Your internal business purposes ("Usage Right").
You shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the We+Care App available to any third party.
You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the We+Care App, including without limitation the documentation that is provided as a part thereof, or access the We+Care App in order to build a similar or competitive product or service.
Except as expressly stated herein, 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 other means.
You agree to make every reasonable effort to prevent unauthorized third parties from accessing the We+Care App.
You acknowledge and agree that Pro Aidants or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the We+Care App and any suggestions, enhancement requests, feedback, or recommendations provided by You relating 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 all rights not expressly granted to You are reserved by Pro Aidants and Third Party Vendors.
Licenses from You
Subject to the terms and conditions of this Agreement, You grant to Pro Aidants the non-exclusive, nontransferable 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 all information that is 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 shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of Your Data. You agree that the license to Your Data shall survive termination of this Agreement for the purpose of storing backups in accordance with these Terms.
Pro Aidants may (i) compile statistical and other information related to the performance, operation and use of the We+Care App, and (ii) use data from the We+Care App in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (i) and (ii) are collectively referred to as “Service Analyses”). Pro Aidants may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Data, Personal Data or Confidential Information in a form that could serve to identify You or any other individual. Pro Aidants retains all intellectual property rights in 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. Further, 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 where expressly provided otherwise, nothing in this Agreement shall be construed to confer any license to any of Pro Aidants' (or its third party manufacturer’s, author’s, developer’s, vendor’s, and service provider’s ("Third Party Vendors"), intellectual property rights.
Terms of Service
Service Extensions or Updates. Any new feature (whether bundled in a Module or not) that augment or enhance the We+Care App, and/or any new Module or service subsequently subscribed to by You will be subject to these Terms.
Passwords, Access. You are solely responsible for the confidentiality and use of Your passwords and user name.
Pro Aidants' Support. Pro Aidants will make commercially reasonable efforts to promote Your successful utilization of the We+Care App, including but not limited to providing You with user guides and on-line help, and product support. Pro Aidants also offers “for fee” extended support options and consultation, which services may include, among other things, training services, business and regulatory process consulting, submission processing support, submission migration services and system configuration.
Subcontracting. Pro Aidants may fully or partially outsource its business areas and services or assign these to third parties. These third parties are carefully selected and instructed and are monitored by Pro Aidants in accordance with legal and internal requirements.
You shall comply with all Laws applicable to You in connection with Your use of the We+Care App, including without limitation Data Protection Legislation, and Laws related to international communications, and the exportation of technical data.
You will ensure that any use of the We+Care App by is in accordance with these Terms and the "Acceptable Use Policy".
You agree to notify Pro Aidants immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Your Data.
Pro Aidants may suspend Your access to the We+Care App if Pro Aidants reasonably concludes that Your use of the We+Care App is causing immediate and ongoing harm to Pro Aidants or others. Pro Aidants will not be liable to You or to 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, temporarily or permanently, or to discontinue the We+Care App (or any part thereof). Pro Aidants will use commercially reasonable efforts to notify You prior to any such modification.
Pro Aidants respects Your data sovereignty and the importance of confidentiality of Your Data.
You understand that Your use of the We+Care App and compliance with any terms hereunder does not constitute compliance with any Data Protection Legislation. You understand that You have an independent duty to comply with any and all Data Protection Legislation applicable to You.
You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and Pro Aidants' processing of Personal Data as part of the We+Care App. Your Data shall not include any sensitive or special data that imposes specific data security or data protection obligations on Pro Aidants in addition to or different from those specified in this Agreement.
During the Term of this Agreement, Pro Aidants maintains a security program materially in accordance with industry standards that 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.
Disclaimer of Warranties
Pro Aidants and Your representations or warranties of any nature whatsoever are excluded to the fullest extent permitted by law.
Limitation of Liability
Pro Aidants and Your liability of any nature whatsoever is excluded to the fullest extent permitted by law (liability is limited to willful intent and gross negligence).
Applicable Law and Place of Jurisdiction
These Terms are governed, construed and enforced by the substantive Laws of Switzerland whereby (i) international conventions, including the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) and (ii) Swiss conflict of law rules are hereby excluded from application to these Terms.
The ordinary courts of the City of Zurich shall have exclusive jurisdiction with regard to any dispute arising out of or in connection with these Terms (including its interpretation, closing, execution, binding effect, amendment, breach, termination or enforcement).