Chloe EQ Challenge Terms and Conditions

CHLOE EQ Challenge – TERMS AND CONDITIONS (“T&C”)

Last Modified: 16 June, 2022.

  1. Background; CHLOE EQ Challenge – a Training Application, Not a Medical Device
    • General. Fairtility Ltd. (“Fairtility”, “us”, “our”, or “we” and correlating terms) develops solutions that use AI & big data to increase the efficiency of IVF & reduce time to live birth (the “Services”). As a promotion for its Services, Fairtility has created its Chloe EQ Challenge – training application, aimed primarily at embryologists and REIs, whereby users view a set of images of embryos, and make implantation predictions, ‘competing’ against other players, unidentified AI, and anonymized actual outcomes (the “Chloe EQ Challenge” or “Application”). It is anticipated that the Chloe EQ Challenge Application, and users training results will be made available to users at the European Society of Human Reproduction and Embryology (ESHRE) Congress on or around July 2022. However, the Chloe EQ Challenge may also be made available to additional users at such other events or locations (including outside of Europe) as Fairtility may decide. All references to “you” or “your,” as applicable, mean the person who accesses or uses the Chloe EQ Challenge in any manner, and each of your heirs, assigns, and successors.
    • Educational Training Purposes Only; the Chloe EQ Challenge is Not a Medical Device. THE CHIOE EQ CHALLENGE HAS BEEN CREATED FOR EDUCATIONAL TRAINING PURPOSES ONLY. IT IS NOT A MEDICAL DEVICE OR TOOL (DECISION SUPPORTING OR OTHERWISE), IT DOES NOT PROVIDE YOU WITH ANY MEDICAL OR OTHER ADVICE AND DOES NOT CONSTITUTE PART OF OUR SERVICES. YOU MAY NOT UNDER ANY CIRCUMSTANCES PLACE ANY RELIANCE ON THE APPLICATION OR ON THE RESULTS THEREOF, OR USE IT IN ANY WAY TO PROVIDE TREATMENT, ADVICE, INCLUDING ANY MEDICAL ADVICE AND/OR OTHER WORK OR SERVICES.
  2. Your Acceptance of These Terms and Conditions
    • Applicability of These Terms and Conditions. These Terms and Conditions (“Terms and Conditions” or “Terms”) govern any and all use of the Chloe EQ Challenge. These Terms, including the Fairtility Privacy Policy (“Privacy Policy”), incorporated into these Terms by reference and any other applicable policies and guidelines, as may be updated from time to time, govern only your use of the Chloe EQ Challenge. These Terms do not apply to other products or services we may offer, including the Services, or to any other machine learning and artificial intelligence services.
    • Legally Binding Agreement. These Terms and Conditions constitute a legal agreement between you and Fairtility. By using the Chloe EQ Challenge you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, please do not use the Chloe EQ Challenge. If you use the Chloe EQ Challenge on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to you and to that entity jointly and severally.
  3. Eligibility and Use of the Chloe EQ Challenge; No Remuneration
    • Eligibility. Access to and use of the Chloe EQ Challenge is available only to individuals who are at least 18 years old and can form legally-binding contracts under applicable law. By accessing or using the Chloe EQ Challenge, you represent and warrant that you are at least 18 years old and eligible to accept these Terms and Conditions and use the Chloe EQ Challenge .
    • No Remuneration. We do not offer, and the use of the Chloe EQ Challenge or the achievement of any result does not make you eligible to, or entitle you to receive, any prize, reward or other remuneration. By accessing or using the Chloe EQ Challenge, you agree and acknowledge that you shall not, under any circumstances, be entitled to receive any prize, reward, or other remuneration from us or any other party.
  4. Intellectual Property Rights
    • Intellectual Property Rights. All right, title and interest in the Chloe EQ Challenge and any data, information, content, pictures and other material contained therein (collectively “Content”), is the sole and exclusive property of Fairtility and its licensors, and are protected by applicable intellectual property and other laws, including copyright.
    • All Rights Reserved. You do not gain any right in the Chloe EQ Challenge or in any Content, except for the limited, revocable, non-exclusive, license to use the Chloe EQ Challenge in accordance with and subject to these Terms and Conditions. All rights not expressly granted to you by Fairtility in these Terms and Conditions are expressly reserved.
    • Certain Restrictions. The Content cannot be used for any purpose, save for and in the framework of using the Application in accordance with and subject to these Terms and Conditions. Without prejudice to the generality of the foregoing, no Content, documentation, information, or other outputs embedded in, or derived from, the Application , or any portion thereof, may be copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted, in any form or by any means, or otherwise used for any purpose whatsoever, without our express prior written permission.
    • Feedback. Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Chloe EQ Challenge, the Content or our Services is entirely voluntary and we will be free to use such feedback, comments or suggestions without any obligation to you. By sending us any Feedback, you further:
      • agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback;
      • acknowledge that we may have something similar to the Feedback already under consideration or in development;
      • represent that you have the right to provide us Feedback under these Terms and Conditions, and grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and
      • irrevocably waive, and cause to be waived, against Fairtility and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of these Terms and/or the use of the Chloe EQ Challenge.
  1. Certain Obligations and Restrictions
    • Personal Information; Acceptance of Privacy Policy. To the extent that you provide personal information to Fairtility for your use of the Application and/or in order to participate in the Chloe EQ Challenge, you agree and represent to us that such personal information will be true, accurate, current, and complete and that you will update all personal information as necessary. Please review carefully Fairtility’s Privacy Policy for more information regarding personal information Fairtility collects, and how we use and share that information. By providing personal information to Fairtility you accept the terms of the Privacy Policy.
    • You will need to register to Chloe EQ Challenge Application and create your account (providing your full name, practice, position, a user name, a nickname and / or any other information required to enable you to use the CHLOE EQ Challenge Application, review and compete with other CHLOE EQ Challenge users’ results.
    • Please note that We may publish your training results with the CHLOE EQ Challenge Application, under your nickname (as you are free to choose, “Nickname“) or your user profile name, as part of our top ten (10) highest CHLOE EQ Challenge results publications, unless you choose to register to the CHLOE EQ Challenge with your full name as the Application “User Name“, then you hereby consent that we may publish your full name, practice and position with your personal result(s) in the CHLOE EQ Challenge Application, among other users and third parties, provided that your score(s) be among the ten (10) highest CHLOE EQ Challenge results. If you do not wish us to disclose your identity along with your CHLOE EQ Challenge personal results to other users and third parties, please register to the CHLOE EQ Challenge Application with an anonymous User Name or a Nickname as your Application profile.
    • Certain Obligations and Restrictions. While using Chloe EQ Challenge you agree to comply with all applicable laws, rules, and regulations. You further agree that you will NOT:
      • Upload or transmit through this Application any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer.
      • Modify, tamper or change any information without authorization, or interfere with the availability of or access to the Application.
      • Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Chloe EQ Challenge; or express or imply that we endorse any statement you make.
      • Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, or otherwise engage in the unauthorized use of any Content or other proprietary content, information or materials.
      • Alter, modify, create derivative works of, sell, license or in any way exploit any part of the Chloe EQ Challenge, whether for remuneration or not, unless expressly permitted by Fairtility.
      • Copy, reproduce, distribute, publish, display, perform, transmit, stream, broadcast, use, display, mirror, frame or utilize framing techniques to enclose the Application, or any portion thereof, unless and solely to the extent Fairtility makes available the means for embedding any part of the Chloe EQ Challenge.
      • Use any robot, spambot, spider, crawler, scraper or other automated means or interface not provided by us to access the Chloe EQ Challenge or to extract data.
      • Bypass any security or other features of the Chloe EQ Challenge designed to control the manner in which the Chloe EQ Challenge is used, harvest or mine content from the Chloe EQ Challenge, or otherwise access or use the Chloe EQ Challenge in a manner inconsistent with individual human use.
      • Access, tamper with, or use non-public areas of the Chloe EQ Challenge, Fairtility’s (and its vendors’ and hosting company’s) computer systems and infrastructure, or the technical delivery systems of Fairtility’s vendors.
      • Attempt to indirectly undertake, including through or for others, any of the above.
  1. Communications

By accepting these Terms and Conditions you agree that Fairtility may send you emails concerning our Chloe EQ Challenge, products, and Services, marketing communication as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in such promotional emails.

  1. Disclaimers
    • Chloe EQ Challenge Provided “As Is”. YOUR USE OF THE CHIOE EQ CHALLENGE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS APPLICATION OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS CHIOE EQ CHALLENGE. THIS CHIOE EQ CHALLENGE AND ALL OF ITS CONTENT IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.
    • Exclusion of Representations and Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, FAIRTILITY, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS CHIOE EQ CHALLENGE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS CHIOE EQ CHALLENGE.
    • WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FAIRTILITY, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS CHIOE EQ CHALLENGE; (C) THAT THE CONTENT OF THIS CHIOE EQ CHALLENGE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS CHIOE EQ CHALLENGE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.
    • WE DO NOT REPRESENT OR WARRANT THAT THIS CHIOE EQ CHALLENGE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS CHIOE EQ CHALLENGE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).
    • WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.
      APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.
    • WE OPERATE THE CHIOE EQ CHALLENGE FROM OUR OFFICES IN ISRAEL, AND WE MAKE NO REPRESENTATION THAT MATERIALS INCLUDED IN THE CHIOE EQ CHALLENGE ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS.
    • CHIOE EQ CHALLENGE Not a Medical Device. AS STATED ABOVE, THE CHIOE EQ CHALLENGE HAS BEEN CREATED FOR EDUCATIONAL TRAINING PURPOSES ONLY. IT IS NOT A MEDICAL DEVICE OR TOOL (DECISION SUPPORTING OR OTHERWISE), DOES NOT PROVIDE YOU WITH ANY MEDICAL OR OTHER ADVICE AND DOES NOT CONSTITUTE PART OF OUR SERVICES. YOU MAY NOT UNDER ANY CIRCUMSTANCES PLACE ANY RELIANCE ON THE CHIOE EQ CHALLENGE AND/OR ON THE RESULTS THEREOF, OR USE IT IN ANY WAY TO PROVIDE TREATMENT, ADVICE (INCLUDING MEDICAL ADVICE) OR OTHER WORK OR SERVICES.
  2. Limitation of Liability
    • No Reliance; Use at Your Sole Risk. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE CHIOE EQ CHALLENGE IS FOR EDUCATIONAL TRAINING PURPOSES ONLY WITHOUT RELIANCE THEREON, AND AT YOUR OWN RISK. FAIRTILITY IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT AVAILABLE ON THE APPLICATION OR FOR DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THIS CHIOE EQ CHALLENGE.
    • Exclusion of Direct and Indirect Etc. Damages. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FAIRTILITY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF FAIRTILITY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.
    • Cap on Liability. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FAIRTILITY OR ANY PERSON ON ITS BEHALF OR DERIVATIVELY LIABLE FOR ITS ACTIONS, EXCEED US$100 FOR ANY AND ALL CAUSES OF ACTION.
  3. Third-Party Links and Services
    • Third-Party Services. The Chloe EQ Challenge may provide information and content provided by third parties and links to third-party websites or resources. We are not responsible for the availability of such external sites or resources, and do not control, endorse, or sponsor and are not responsible or liable for any of them, including:
      • any content, advertising, products, or other materials on or available from such materials, content or resources;
      • any errors or omissions in these websites or resources; or
      • any information handling practices or other business practices of the operators of such materials, content or resources.
    • Interaction with Third Parties under Their Terms; No Liability for Third-Party Services. Fairtility shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked websites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms and we encourage you to carefully review their terms and privacy policies.
  4. Indemnity

You are responsible for your use of the Chloe EQ Challenge, and you agree to indemnify and hold harmless Fairtility and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (a) your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (b) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (c) any dispute or issue between you and any third party.

  1. Modification and Discontinuation of the Chloe EQ Challenge Application

We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Chloe EQ Challenge (or any portion thereof) and/or the information, materials, products and/or Services available through this Application (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party in such event.

  1. Governing Law; Exclusive Venue
    • Governing Law. These Terms and Conditions shall be governed by and construed according to the laws of the State of Israel, without reference to the conflict of laws thereof.
    • Exclusive Venue. The competent courts of Tel-Aviv-Yaffo, Israel, shall have exclusive jurisdiction over any dispute arising out of or in connection with the Chloe EQ Challenge or these Terms and Conditions.

 

  1. Miscellaneous
    • Entire Agreement. These Terms (together with our Privacy Policy and any other legal documents, policies, terms, or agreements governing the Chloe EQ Challenge) comprise the entire agreement between you and Fairtility with regard to the Chloe EQ Challenge and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.
    • Assignment. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be void.
    • No Waiver. Our failure at any time to require performance of any provision of these Terms and Conditions or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Fairtility of any breach of any provision of these Terms and Conditions or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right herein.
    • Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent under law, and the invalid or unenforceable provision shall be construed in a manner closest to the original intention of such provision while making it valid and enforceable.
    • Relationship. No joint venture, partnership, employment, or agency relationship exists between you, Fairtility, or any third-party provider as a result of the Terms or use of the Application.
    • Headings. Headings are for ease of reference only and shall be disregarded in the construction of these Terms and Conditions.
    • Force Majeure. In no event shall Fairtility or any person on its behalf be liable for any failure or delay of the Chloe EQ Challenge or in the performance of its obligations under these Terms and Conditions, arising out of any circumstances beyond its reasonable control, whether or not foreseeable, including but not limited to acts of war, terrorism, rebellions, riots, civil unrest, quarantines, lockdowns, embargoes and other governmental action, pandemic, epidemic, disease, accidents, extraordinary elements of nature or acts of God, strikes, stoppage of works, labor grievance, or failure of communications, transportation, electricity, or service providers or other third parties.
  2. Modification of these Terms

Modification. We reserve the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Application, or by email or through a notice on our website. Your use of the Chloe EQ Challenge following any such change constitutes your agreement to be bound by the modified Terms.

  • Applicable Terms. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. We encourage you to review these Terms frequently to stay informed of the latest modifications.