1. Welcome to Embie Clinic

1.1. The following terms and conditions (hereinafter referred to as “Terms of Services”) form part of the agreement between you and Embie Clinic., Ltd (hereinafter referred to as “Embie”, “we”, “our” or “us”), the operator of a platform that gives you, (hereinafter referred to as “you”, “your” or “User”), access to Embie Clinic, a fertility clinic and treatment management platform, and other related services. Our Clinic Platform offers many features such as the following: Patient management, protocol tracking, messaging, telehealth, EMR, and scheduling, etc. Please also read our Privacy Policy and Cookie Policy in conjunction with these terms and conditions which together form the agreement between you and us. 

1.2. Our Clinic Platform is available via our web-based application (hereinafter called the “Embie Clinic Platform”). 

1.3. These Terms of Services apply to all users of the Embie Clinic Platform, including users accessing the Embie Clinic Platform as part of a clinic’s system.

PLEASE NOTE THAT THE EMBIE CLINIC PLATFORM DOES NOT MAKE ANY MEDICAL DIAGNOSES OR GIVE MEDICAL AND LEGAL ADVICE.

1.3. The Embie Clinic Platform is operated by Embie Clinic, Ltd, a company founded in Israel and registered with the Israeli Corporations Authority under the commercial register number 515923969.

1.4. If you wish to contact us or have any problems in using the Embie Clinic Platform, please email our Customer Service team at info@embieapp.com. 

1.5. You must be at least 18 years old if you wish to use the Embie Clinic Platform.

1.6. Your use of the full functionality of the Embie Clinic Platform requires your agreement to be bound by these Terms of Services. If you do not agree to these Terms of Services, you may not use or access any part of the Embie Clinic Platform.

1.7. Contract languages are English.

2. The legal relationship between you and Embie Clinic, Ltd

2.1. These Terms of Services apply to the use of the Embie Clinic Platform and contain the terms governing your use of the Embie Clinic Platform. It is important that you have read and understood the present Terms of Services in conjunction with our Privacy Policy and Cookie Policy before using the Embie Clinic Platform. If you have difficulty understanding any aspect of these documents, please contact us at info@embieapp.com and we can explain what it means for you.

2.2. You may only set up a User account on the Embie Clinic Platform if you agree to these Terms of Services. If you do not agree to these Terms of Services, you may not create a User account on the Embie Clinic Platform.

3. Privacy

3.1. Protecting your privacy and any data relating to you (hereinafter referred to as “Personal Data”) is immensely important to us. For that reason, any of your Personal Data generated by the use of the Embie Clinic Platform will only be collected, stored and processed by us in compliance with the General Data Protection Regulation 2016/679 of April 27th, 2016 (“GDPR”), HIPAA, CMIA and UK General Data Protection Regulation (“UK GDPR”).

3.2. When you sign up for an account you provide personal details to us that may be deemed as personal information under the applicable legislation. Embie is acting as the party responsible for your personal data. By accepting these Terms you consent to Embie using the data collected in accordance with our Privacy Policy, which is published at: Privacy Policy 

 3.3. You hereby grant us the perpetual, worldwide, transferable, and sublicensable right to use data, which we have anonymized in line with applicable data protection law, in any manner, whether currently known or unknown. You acknowledge and accept that we own all right, title and interest in and to any data derived by us from such anonymized data. 

4. The Embie Clinic Platform

4.1. The Embie Clinic Platform offers you the opportunity to manage your fertility clinic, patients and their treatments. 

4.2. All elements of Embie Clinic Platform are provided to you in accordance with the business agreement set forth with the clinic/ provider. 

4.3. Please be aware that we provide the Embie Clinic Platform solely for management and  information purposes.

4.4. The Embie Clinic Platform does NOT provide diagnoses for medical conditions, nor does it prescribe how you are to treat any your patients or medical issues. 

5. Creating a User account

5.1.      Before using the Embie Clinic Platform, you will first need a Microsoft 365 account. You can then access the Embie Clinic Platform directly via the web- based application or via an application, through us directly or through one of our partners.

5.2. You can register with the Embie Clinic Platform by setting up a User account with a Microsoft SSO (hereinafter referred to as “User Account”). Registration constitutes a binding offer of the User to be bound by these Terms of Services and to make an offer to contract with us. We may (but are not obliged to) accept this offer by enabling access to the Embie Clinic Platform for the first time via the User Account. We will send you confirmation of registration electronically, and at this point a contract is formed between us. By using, accessing or otherwise utilizing the Embie Clinic Platform EVEN IF YOU DO NOT SET UP A USER ACCOUNT, you accept, acknowledge and avail yourself to these Terms of Services.

5.3. You are responsible for maintaining the confidentiality of your login information and any activity in your User Account. Should you have the suspicion that your User Account may have been misused, you agree to inform us of this immediately by emailing info@embieapp.com.

6. Your right to use the Embie Clinic Platform

6.1. The Embie Clinic Platform and all materials and content contained therein are our property or the property of the persons who have granted us the applicable license (this also applies to the third-party software listed in the Embie App). We grant you the right to use these materials and content, but only for the purposes of using the Embie Clinic Platform, for you personally or on behalf of another person always in accordance with these Terms of Services. If you use the Embie Clinic Platform for another person, you remain fully responsible for ensuring that the use on behalf of that person is permitted under privacy and other applicable legal requirements. In particular, you are obliged to collect applicable consent from that person and inform them about our Terms of Services and Privacy Policy.

6.2. We grant you the right to personally access and use the Embie Clinic Platform. You are prohibited from transferring this right to anyone else, or to sell, give away or transfer your User Account to anyone else. Your right to access the Embie Clinic Platform does not preclude us granting other persons the right to access the Embie Clinic Platform.

6.3. Your right to use the name “Embie”, “Embie Clinic” or any trademarks, logos, domain names or other characteristic trademarks whatsoever is limited to the scope defined in these Terms of Services.

6.4. In return for your warranty to comply with these Terms of Services, we grant you a limited, non-transferable, non-sublicensable, personalized, non-exclusive, revocable right to access the Embie Clinic Platform under the conditions set forth in these Terms of Services or the privacy policy.

6.5. As the User, unless such behaviors are appropriately permitted in accordance with these Terms of Services or unless permitted under mandatory copyright law where necessary for the use of the Embie Clinic Platform in accordance with its intended purpose and/or indispensable to obtain the information necessary to achieve the interoperability with other programs, you undertake to refrain from the following: 

1. You, the User, agree not to replicate or copy the Embie Clinic Platform, either in whole or in part.
2. You, the User, agree not to sell or otherwise make available the Embie Clinic Platform, either in whole or in part, to anyone else.
3. You, the User, agree not to modify the Embie Clinic Platform, in whole or in part, in any way whatsoever.
4. You, the User, warrant that you will not attempt to discover or access the source code of the Embie Clinic Platform, in whole or in part, unless it has been expressly published by us and released into the public domain.

6.6. You are aware that we, and/or the persons who have granted us a license in this respect, are entitled to any confidential information, rights of use, of exploitation and of recovery – and any other intellectual property rights fully or partially existing – regarding the Embie Clinic Platform.

6.7. Feedback/surveys. If you provide feedback, ideas or suggestions, or if you reply to surveys in connection with our Services (hereinafter referred as the “Feedback”), you acknowledge that the Feedback is not confidential and that you grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty free and unlimited license to use your Feedback in any way, for any purpose, and through any medium or technology now known or unknown, whether in whole or in part, and whether as modified or unmodified. We will always use your Feedback in compliance with those Terms of Services, our Privacy Policy and any other applicable laws.

7. Your use of the Embie Clinic Platform

7.1. In addition to the other provisions in these Terms of Services, this section defines certain requirements relating to the use of the Embie Clinic Platform (hereinafter referred to as “Requirements”).

7.2. The following is a list of activities that are prohibited in the context of using the Embie Clinic Platform. You are prohibited to:

1. Circumvent, disable, or otherwise manipulate any of the Embie Clinic Platform’s security features or any features preventing or restricting the use or copying of the content that is available via the Embie Clinic Platform,
2. Create multiple User Accounts on the Embie Clinic Platform (however, as far as the Embie Clinic Platform functionality allows it, you may link your social networks or other accounts supported by us with the User account on the Embie Clinic Platform),
3. Provide false or misleading information in the User Account details,
4. Allow anyone else to use the Embie Clinic Platform on your behalf or in your place,
5. Use the Embie Clinic Platform if we have temporarily suspended your right of use, or forbidden you to continue using it,
6. Send junk mail, spam or repeated messages,
7. Act in any unlawful or illegal manner,
8. Modify, interfere with, hack or disrupt the Embie Clinic Platform, or to intercept messages,
9. Misuse the Embie Clinic Platform or to infiltrate it with viruses, trojans, worms, logic bombs or anything else that might harm the Embie Clinic Platform or any other user of the Embie Clinic Platform equipment,
10. Extract data from the Embie Clinic Platform except as permitted under these Terms of Services,
11. Post or contribute any abusive, threatening, obscene, misleading, untruthful, or offensive content, or content that contains any form of nudity or violence, and
12. Enter information or comments about any third-party without the consent of the third-party concerned.

7.3. The non-compliance with the Requirements listed in paragraph 7.2 represents a material breach of these Terms of Services, and may result in us, at our sole discretion, initiating the following measures – either individually or in combination:

1. The immediate, temporary suspension or permanent withdrawal of the right to access the Embie Clinic Platform,
2. A warning being sent to you,
3. Initiation of legal proceedings against you, including a claim for reimbursement of any costs and expenses incurred due to the breach of agreement (including reasonable administrative costs and legal fees), and moreover
4. Disclosure of information to the law enforcement authorities, if and to the extent permitted by law and deemed by us to be necessary.

7.4. The reaction to a breach of agreement committed by you is not limited to the actions described in the preceding paragraph 7.3, i.e. we are entitled to take any further action in accordance with these Terms of Services and/or statutory law.

7.5. You represent and warrant that you are not (i) located in a country that is subject to a US government embargo, or that has been designated by the US government as a ‘terrorist supporting’ country and (ii) on any US government list of prohibited or restricted parties.

8. Termination of our contractual relationship

8.1. The law normally allows a contract for services which is made online to be canceled by you within 14 days (the “Cooling-Off Period”). However, you lose the right to cancel a service when that service has been completed and you must pay for any services (such as Premium Services as set out at clause 15) provided up to the time that you cancel. By us providing services to you before expiry of the Cooling-Off Period where we accept your offer in the manner described in clause 5.2, you acknowledge that you are making such an express request because we will perform our obligations in providing services as soon as the request is made and therefore that the terms of this clause 8 apply.

8.2. In the event that you feel that you can no longer agree to the present Terms of Services or the Privacy Policy, at any time, you agree to stop using the Embie Clinic Platform immediately.

8.3. You are entitled to stop using the Embie Clinic Platform at any time and to terminate your agreement with Embie, including if you do not agree with the changes to the Embie Clinic Platform or these Terms of Services we proposed. Please follow the instructions on the Embie Clinic Platform via the Embie App to delete your User Account via the settings menu.

8.4. If we choose to terminate your agreement with us we will provide you with a notice. 

8.5. Either party’s right to terminate the agreement for cause remains unaffected. Cause that entitles us to terminate the agreement may be, in particular but not exclusively, your violation of the material contractual provisions (in particular paragraph 7.2) and if, due to external circumstances, it can be assumed that you are making improper use of our services. If good reason exists, we are furthermore authorized to block your access to the Embie Clinic Platform, without any notice, and provided that no other less severe measure is effective. 

8.6. If you or we deactivate your User Account as described in this paragraph or withdraw your right to access the Embie Clinic Platform, we will delete any Personal Data stored about you in accordance with our Privacy Policy (and as stipulated in the applicable statutory provisions), provided that our rights to use such data in anonymized form remains unaffected. You also lose the right previously granted to you to access the Embie Clinic Platform.

9. Our promise to you

9.1. Due to the nature of the internet and the given technology, we are unable to promise that you will be able to use the Embie Clinic Platform at all times without any interruption and without delay or faults, and that the Embie Clinic Platform will at all times meet your expectations. We can therefore assume no obligation with respect to the performance or availability of the Embie Clinic Platform in these present Terms of Services. We expressly exclude any strict liability that may be applied by enforcement of law due to defects of the Embie Clinic Platform existing at the time the agreement on the use of the Embie Clinic Platform between you and us was concluded.

9.2.  We do not seek to limit or exclude our potential liability for anything which cannot be legally limited or excluded. For example, the law does not permit any organization to limit or exclude its liability if there is personal injury or death caused by negligence.

9.3. We are responsible for investigating third party intellectual property claims. If any third party claims that the Embie Clinic Platform or your possession and use of the Embie Clinic Platform infringes their intellectual property rights, we will be responsible for investigating the claim and, where appropriate, for defending, settling and/or discharging it. 

9.4. Access to and use of the Embie Clinic Platform is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system or loss of data resulting therefrom.

9.5. We are not liable for business losses. The Embie Clinic Platform is for domestic and private use. If you use the Embie Clinic Platform for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

10. Third-party services

10.1. If, and to the extent that, our Embie Clinic Platform contains links to other websites or resources operated by third parties, these links are to be deemed as being provided for your information only.

10.2. We are unable to influence the content of such websites or resources provided by third parties, and we may not be held liable for the content of information or websites linked included in frames. We may not be held liable for any financial or physical damages that you may incur as a result of, or in connection with, the use of such websites or resources.

11. Embie Clinic Platform updates

11.1. We are constantly updating and improving the Embie Clinic Platform. We constantly strive to provide you with innovative new services and features. We also make improvements and updates in order to stay abreast of changing technologies, behaviors and the way in which people use the internet.

11.2. We reserve the right to change a specific aspect of a specific feature by updating the Embie Clinic Platform, resetting that feature and suspending the service or support for that feature. These changes may affect your activities on the Embie Clinic Platform. Changes may include the removal, modification or reset of the features you use. We will inform you of the changes and your rights in the case of changes by separate notification, to the extent you have signed up for such notifications (see paragraph 12.3.).

11.3. Updates may be released from time to time by us or via the App Store where you downloaded the Embie App. From time to time, to be able to use the Embie Clinic Platform, it may be necessary for you to update third-party software.

12. Changes to these Terms of Services

12.1. We have the right to amend, adapt or supplement the present Terms of Services from time to time. The current version of the Terms of Services can be found on our website (Embieclinic.com).

12.2. Any changes to these Terms of Services will usually be the result of new features being added to the Embie Clinic Platform, or of changes in the legislation or applicable Regulations.

12.3. We will contact you to notify you of any, changes or additions to these Terms of Services, as soon as they are available and you will be entitled to end the agreement before the change takes effect. If you choose to end our agreement, you are entitled to receive a refund for any services that have been paid for but not received. If you do not object within 30 days of receipt of notice, such changes and additions will be regarded as effective and agreed upon. We will inform you of your right of objection and the consequences of the objection in our notice of changes to the Terms of Services. If, in the event of your objection to the amendment within the agreed timeframe, it is legally, economically or technically unreasonable for us to continue the provision of the Embie Clinic Platform, we are entitled to terminate the agreement no earlier than the effective date of the amendment set forth in the notification and you will be entitled to receive a refund for any services that have been paid for but not received. Any other right of termination remains unaffected.

13. Documents governing the contractual relationship between you and us

The current version of the Terms of Services includes all provisions governing the contractual relationship between you and us. Older versions of the Terms of Services no longer apply to our contractual relationship and are entirely replaced by the current version.

14. Applicable legislation and jurisdiction

14.1. Our headquarters are located in Israel. The agreement concluded on the basis of these Terms of Services is subject to the laws of the England & Wales. 

14.2. The courts of England & Wales have the exclusive jurisdiction to settle any disputes arising in connection with, or as a result of, your use of the Embie Clinic Platform. 

15. Miscellaneous

15.1. You consent to us communicating with you by electronic means (such as by email or push notifications).

15.2. We may send you notices electronically to the email address you provided at the time you signed up for the Embie Clinic Platform, or via other electronic means on the Embie Clinic Platform when available, based on your permissions settings in the Embie Clinic Platform.

15.3. The failure to enforce our rights must not be construed as a waiver of such rights.

15.4. Should any provision in these Terms of Services be or become void or unenforceable, the effectiveness of the remaining provisions will remain unaffected.

16. Contact

If you would like to contact us in regard to the present Terms of Services or any other document mentioned in them, please email us at info@embieapp.com.