Terms of use of MagicSeat

Last revision: December 18, 2019

Please read these terms carefully before using MagicSeat

The following terms of use are a binding agreement (the “Terms”) between the users of the MagicSeat application software (“you”, “your” or “User”) and CMETRIC Inc., a duly incorporated corporation in the state of Delaware, USA (“we”, “us”, “our” or “CMETRIC”). For the purpose of these Terms, each of CMETRIC and you may be individually referred to as a “Party” or collectively as the “Parties”.

Additional definitions may be made throughout these Terms, but they will be recognizable as they will be capitalized, bolded, and in quotation marks.

The following Terms govern and apply to your use of or reliance upon the MagicSeat website and/or application software ("MagicSeat"), which allows its Users to be provided with information about their place in line while waiting for their appointment (the “Services”).

Your use of MagicSeat and of the Services is subject to and conditional upon your compliance with the provisions contained in these Terms. If you do not agree to all the provisions contained in these Terms, you are not authorized to use the Services and must delete MagicSeat from your device. If your use of the Services requires you to create an Account (as defined below), you must accept these Terms to create your Account. If you do not accept these terms, do not create an Account or use MagicSeat.

Your access or use of MagicSeat indicates that you have read, understood and agreed to be bound by these Terms and any applicable law, statute and regulation. We may change these Terms at any time without notice, effective upon its posting to MagicSeat. The updated Terms can be found within MagicSeat. It is your responsibility to check these Terms periodically for changes. Following the posting to MagicSeat of the updated Terms, your continued use of MagicSeat constitutes acceptance of such changes.

Intellectual Property

All intellectual property rights in connection with MagicSeat, (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) analogous rights to those set forth above; and (g) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable) are exclusively owned by CMETRIC or our licensor.

All content on MagicSeat, including but not limited to text, software, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content are a collective work under American, Canadian and other copyright laws and are the exclusive, proprietary property of CMETRIC. Elements on MagicSeat cannot be copied, reproduced, published again, downloaded, displayed, sent, distributed or modified, partly or totally, whether in a textual, a graphic, an audio or a video or executable form, without our written consent. 

Subject to and conditional upon your compliance with the provisions contained in these Terms, CMETRIC grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license for non-commercial use of MagicSeat, for the sole purpose of obtaining the Services.

You shall not: (a) attempt to reverse engineer, decompile, disassemble, or otherwise translate or modify intellectual property in MagicSeat or any of the Services, or in the Company Materials (as defined hereinafter) in any manner; (b) market, sell, assign, license, sublicense or otherwise transfer, transmit, or convey such intellectual property; (c) defeat, disable, or circumvent any protection mechanism related to MagicSeat or the Services; (d) allow any service provider or other third party, with the exception of CMETRIC’s authorized maintenance providers who are acting solely on behalf of and for the benefit of User, to use or execute any software commands that facilitate the maintenance or repair of MagicSeat or the Services; or (e) permit or encourage any third party to do any of the foregoing.

All other rights not expressly mentioned are reserved.

Use of company materials

We may provide you with certain information as a result of your use of MagicSeat including, but not limited to, documentation, data, or information developed by us, and other materials which may assist in the use of MagicSeat or Services ("Company Materials"). The Company Materials may not be used for any other purpose than the use of MagicSeat and the Services offered on MagicSeat. Nothing in these Terms may be interpreted as granting any license of intellectual property rights to you in connection with Company Materials. 

User generated content

User Generated Content” is communications, materials, information, data, opinions, photos, profiles, messages, notes, website links, text information, music, videos, designs, graphics, sounds, and any other content that you and/or other MagicSeat users post or otherwise make available on or through MagicSeat, except to the extent the content is owned by us. 

Any suggestions, enhancement requests, recommendations, or other feedback that you provide us in connection with MagicSeat or the Services shall not count as User Generated Content. In addition to the foregoing, you agree that CMETRIC can use, disclose, reproduce, distribute and exploit any such suggestions, enhancement requests, recommendations, or other feedback that you provide us, without any restriction or compensation to you. 

Account and account use

CMETRIC may determine, in its sole discretion, who may qualify for an account and may reject or revoke any account at any time without liability. CMETRIC may enable you to create an account only for your personal use.

If your use of MagicSeat requires an account identifying you as a user of MagicSeat (an "Account"):
a) You are solely responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any person who gains access to your Account with or without your permission;
b) if you create an Account, you agree to immediately notify us of any unauthorized use of your Account, any unauthorized Service provided through your Account or any loss or unauthorized use of the password related to your Account, or any other breach of security with respect to your Account or any Service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account;
c) you agree to provide true, current, accurate and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate;
d) you agree that CMETRIC may access your Account and related data as required to provide the Services or to stop or remedy any breach of these Terms or breach of security. 

Acceptable use

MagicSeat may only be accessed and used by individuals who can form legally binding contracts under applicable laws, and who are not barred from using the Services under applicable laws. Generally, this means you must be 18 years of age or older or have consent of your legal guardian to use MagicSeat. You agree not to use MagicSeat for any unlawful purpose or any purpose prohibited under this clause. You agree not to use MagicSeat in any way that could damage MagicSeat, the Services or the general business of CMETRIC.

You further agree not to use and/or access MagicSeat or the Services:

a) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
b) To violate any intellectual property rights of us or any third party;
c) To interfere with other users, agents, services or equipment related to MagicSeat or the Services;
d) To upload or otherwise disseminate any computer viruses or other software that may damage our property or the property of another;
e) To perpetrate any fraud;
f) To introduce in MagicSeat or the Services any information or data for which you do not have the required consents or authorizations;
g) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
h) To publish or distribute any obscene or defamatory material;
i) To publish or distribute any material that incites violence, hate or discrimination towards any group;
j) To unlawfully gather information about others;
k) To engage in illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails;
l) To reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on MagicSeat;
m) To violate the security of MagicSeat through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

If we find that your use of MagicSeat or the Services does not comply with the foregoing, we may avail ourselves of any and all remedies under these Terms or under law, including the termination of your Account or use of MagicSeat or the Services, without notice.

Protection of privacy

Through your use of MagicSeat, you may provide us with certain information. By using MagicSeat, you authorize us to use your information in the United States, Canada and any other country where we may operate.

When you register for an account, you provide us with a valid email address and may provide us with additional information, such as your mobile phone number, name and/or billing information. Depending on how you use MagicSeat, we may also receive information from external applications you use to access MagicSeat, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.

We use the information gathered from you to ensure your continued good experience of MagicSeat and the Services, including through email communication. We may also track certain passive information received to improve our marketing and analytics, and for this, we may work with third-party providers. 

If you choose to terminate your Account, we will destroy all User data related to your account after a reasonable period of time, to be determined by us for the purpose of giving full effect to these Terms and our provision of the Services, and in accordance with applicable federal and state laws. To the extent that we destroy the data related to your use of MagicSeat and the Services and to your Account, you will not be able to recover or access such data in any manner afterwards.

Necessary Equipment

Full use of MagicSeat and the Services is dependent upon your use of a supported mobile device with adequate software and internet access. The maintenance and security of this equipment may influence the performance of MagicSeat and the Services and it is your sole responsibility to ensure the equipment’s functionality. You are responsible to maintain an adequate internet access and are responsible for all internet access or mobile data charges. Please check with your internet or mobile telephony provider for information on possible data usage charges.

Data loss

We are not responsible for the security of your Account or content. Your use of MagicSeat is at your own risk.

Indemnification

You shall defend and indemnify CMETRIC and any of its affiliates and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of MagicSeat or the Services, your breach of these Terms, or your conduct or actions. We will select our own legal counsel and may participate in our own defence, if we wish to so.

In the event of litigation, recourse or claim, the present Terms will be governed exclusively by the laws of the state of Massachusetts and the federal laws applicable within that state. Any litigation, recourse or claim arising from these Terms shall be under the exclusive jurisdiction of the competent courts in the judicial district of Boston, Massachusetts, USA.

We may occasionally post links to third party websites or other services that are not under our control. You expressly acknowledge that any such third-party service or website is not part of CMETRIC and is not under our control. You also acknowledge that these Terms do not apply to such third party services or websites. We are not responsible or liable for any loss or damage caused as a result of your use of any third party services or websites linked to from MagicSeat.

Variation

In the event any provision of these Terms is held by a court of competent jurisdiction to be invalid, void, ineffective or unenforceable, such provision(s) will be stricken and the remainder of these Terms will remain legal, valid and binding. The failure by either Party to exercise or enforce any right conferred by these Terms will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as otherwise expressly stated in these Terms, all rights and remedies stated in these Terms are cumulative and in addition to any other rights and remedies available under these Terms, at law, or in equity.

Alerts & notifications

As part of your use of MagicSeat, you may receive notifications, text messages, alerts, emails, and other electronic communications. You agree to the receipt of these communications. We may need to provide you with certain communications, such as administrative messages and notice of changes to these Terms. You are responsible for any messaging or data fees you may be charged by your wireless carrier. 

Services changes & interruptions

We may need to interrupt your access to MagicSeat to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to MagicSeat may be affected by unanticipated or unscheduled downtime, for any reason, and that we will have no liability for any damage or loss caused as a result of such downtime.

We may change or discontinue, temporarily or permanently, any feature, component, or content of MagicSeat or the Services, at any time without notice. CMETRIC is not liable to you or to any third party for any modification, suspension or discontinuance of any feature, component or content.

We may sell or transfer all or part of the Services to another party without notice and without incurring any liability.

Termination of account

We may, in our sole discretion, suspend, restrict or terminate your Account and your use of MagicSeat, effective at any time, without notice to you, for any reason, including but not limited to: the operation or efficiency of MagicSeat or the Services, or any third party's equipment or network is impaired by your use of MagicSeat, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of MagicSeat, or you have been or are in breach of any term or condition of these Terms. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to MagicSeat.

No warranties

CMETRIC provides MagicSeat and the Services on an "as is" basis and your use is at your sole and exclusive risk. Our goal is to provide you with helpful and accurate information but we make no representation or warranty of any kind about any of the Services or any of the content, information or Company Materials related to MagicSeat. 

We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through MagicSeat.

Use of MagicSeat should not replace your good judgment and common sense and does not replace the professional advice or services of a medical professional. MagicSeat and the Services should not be used for urgent or emergency situations. We are not responsible for any health complication that may result from your reliance on MagicSeat.

We disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that MagicSeat will meet your needs or that MagicSeat will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information on MagicSeat or obtained through the Services. Any damage that may occur to you, through your computer system or mobile device, or as a result of loss of your data from your use of MagicSeat is your sole responsibility and we are not liable for any such damage or loss.

You acknowledge and agree that we make no warranty of the interoperability of MagicSeat or the Services with other systems, networks, software, hardware or other products or services provided by third parties, whether or not there is software integration or interfacing with these third parties. We shall not be liable for any defect, error or interruption experienced by you or by any User of MagicSeat or the Services, resulting from the interoperability of the solutions with other systems, networks, software, hardware or other products or services provided by third parties. We shall not be liable for any defect, error or interruption experienced by you or by any User, resulting from MagicSeat or the Services being affected by malicious code, files, scripts, agents or programs intended to do harm, including without limitation viruses, worms, time bombs and trojan horses, as a result of interoperating with other systems, networks, software, hardware or other products or services provided by third parties.

Confidentiality

Telecommunication are subject to interception, loss or alteration. Therefore, you recognize that information or elements you provided through any communication network via MagicSeat or the use of it are neither confidential nor exclusive, except in the measure required by applicable laws and that email communications that are not protected can be intercepted, lost or altered.

For more information, you can consult our Privacy Policy at:
www.pomelohealth.io/privacy-policy-pomelo-health

Limitation on liability

We are not liable for any damages that may occur to you as a result of your use of MagicSeat, to the fullest extent permitted by law. The maximum liability of CMETRIC arising from your use of MagicSeat is limited to one hundred ($100) U.S. Dollars. This applies to any and all claims by you, including, but not limited to, lost profits or revenues, lost opportunities, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

Questions and additional information

If you have any questions or concerns about these Terms, please write to info@cmetrichealth.com
We welcome feedback, comments, reviews of MagicSeat or the Services and suggestions for improvements. You can submit such feedback by emailing us or by leaving a review, such as in an app store. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit your feedback for any purpose.

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