Terms and Conditions of Use

SUMMA, INC.

Mobile App Terms of Use

Last Revised: December 1st, 2019

 

Summa, Inc. (“Summa”, “Company”, “we” or “us”) welcomes you to our mobile application used by our customers which include universities, hospitals, laboratories, and other research institutions conducting research studies (each a “Researcher”) to collect, access, and manage health related data and other information from participants’ mobile and wearable devices (the “App”). You, a participant (“User” or “you”) in a research study, investigation, analysis or trial conducted by a Researcher (each, a “Study”), are required as a condition of participating in such Study  to use the App in accordance with the terms and conditions hereunder.  The App allows the Researcher to manage and monitor data provided by you in connection with the Study. The App and any additional functionalities and services related thereto shall be referred to herein as the “Service(s)” (as further specified below). 

By (a) installing and/or downloading the App on your mobile device, (b) entering into, connecting to, activating, using and/or accessing the App and/or the Services, and/or (c) clicking the “I Agree” button when setting your password for the App, you acknowledge that you have read and understood (i) these terms of use, (ii)  the terms of the Privacy Policy available at www.WeAreSumma.com/Privacy-Policy which is incorporated in these Terms by reference (the “Privacy Policy”), and (iii) the App’s instructions provided by the Company and/or a Researcher (“Instructions”). You agree to be bound by these Terms and to comply with all applicable laws and regulations regarding your use of the App and the Services. You acknowledge that these Terms constitute a binding and enforceable contract between the Company and you. You agree that these Terms are entered into in consideration of your use of the App and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.  IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SERVICES AND DO NOT INSTALL THE APP, DO NOT CONNECT TO, ACCESS OR USE THE APP, AND PROMPTLY ERASE THE APP FROM YOUR MOBILE DEVICE.

  1. Eligibility

The Services are allowed for use only by Study participants who meet all of the following: (a) have agreed to participate in a Study and have agreed to all terms and conditions of such Study, (b) have agreed to participate in a Study conducted by a Researchers that has purchased one or more licenses to utilize the App to monitor its Study participants, (c) are not, and whose organization is not, in direct competition with Summa, and (d) by use of the App and the Services, are not in violation of any applicable law or regulation (including without limitation, any applicable privacy and/or health-related-information-law or regulation).  If it comes to our knowledge that a person using the App and/or Services does not meet the above requirements, we will, in our sole discretion, block such person’s access to the App and/or Services and make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy) collected during that person’s use of the App and/or Services.

  1. The Services

The Services utilize the App to allow you to provide information and data to the Researcher by using the App on your mobile device.  Your mobile device on which the App is installed enables the Researcher to access your mobile devices sensors (“Sensors”) and copy data and information (“Data”) from your mobile devices including, but not limited to:

  • Contact information such as your name, email address, state of residence, and phone number;
  • Demographic information, such as your age, gender, and race;
  • Medical history and information, such as your height/weight, prior medical diagnosis and testing (e.g., diagnosis of an irregular heart rhythm), current and previous use of certain medications (e.g., blood thinning medications), certain family history (e.g., history of atrial fibrillation) and health habits (e.g., smoking). This information may be collected through in-app surveys or other health surveys that you may be asked to complete;
  • Biometric and other sensor information, such as heart rate and beat to beat calculations, pedometer, altitude and movement sensors;
  • Technical data, which in many cases is non-personal information, i.e., data in a form that does not, on its own, permit direct association with any specific individual. Technical data includes, for example, information about your app usage (e.g., when an app was first launched), app version and installation ID, device identifier, and technical data about your device, such as operating system and model;
  • Adverse event information, such as a concern, adverse event, or other reportable matter arising in a Study;
  • Image and video capture, camera function, photos, ambient light sensors;
  • Geo-location, GPS, proximity, accelerometer, magnetometer, gyroscope, environmental, and motion sensors;
  • Microphone and audio capture files.

The App includes automated transfer of Data to a Researcher. Guidelines for the use and maintenance of the App are provided in the instructions. Additional requirements and/or obligations applicable to you as a participant in a Study may be provided to you by the Researcher.

You hereby agree to enable and allow the App and Researchers to access the Sensors and Data described above from your mobile device.  By enabling such capabilities, Sensors, and applications on your mobile device, you agree and acknowledge that (a) the Data we collect from you is directly relevant to your use of the App and the Services, (b) we may provide location based Services based on your then-current location, and (c) we may use any information collected in connection with the provision of the Services and the App.  YOU SHOULD NOTE THAT COLLECTED DATA MAY NOT ALWAYS BE ACCURATE AND SUMMA DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE ACCURACY OF SUCH DATA.

Please note that while the App is in use it may block notifications and/or third-party applications from running. In order to enable the App and the Services to run smoothly, you may not change your mobile device’s settings while the App is in use. You are required to set your mobile device’s settings in accordance with the security settings set forth in the instructions while using the App.  Also note that the Service may not function properly if there is insufficient memory on your mobile device. In such a case, the App will send you a notice requesting you to free memory space. If you do not free up space in response to the App’s request, the App and the Services may not function properly or at all.

Please note that the App may only be available for certain operating systems or certain approved hardware (mobile device builds). The User may only download and use the App on a device running validly licensed copies of the operating systems on which the App was designed to operate. To be able to access and/or use the App, or any portion thereof, the User must legally obtain all the applicable or required facilities, utilities, software and equipment at his/her sole risk and expense. In addition, you hereby acknowledge and agree that you may be charged for Internet and data usage charges made through use of the App and the Services, in accordance with the applicable rates charged by your respective third-party Internet and data usage service provider as may occur from time to time. Summa will not be liable for any Internet or data usage charges which you may be charged by your respective third-party Internet or data usage service providers.

The App and/or the Services may provide you with additional resources such as text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the App and/or the Services, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features available on or through the App and/or Services (collectively, the “Content”).

ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE APP IS RESERVED TO SUMMA OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE APP AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. SUMMA WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE APP AND/OR THE CONTENT AVAILABLE THEREIN.

 

BETA

THE APP IS CURRENTLY IN ITS BETA VERSION AND IS UNDERGOING BETA TESTING. THEREFORE, THE APP MAY SUFFER DISRUPTIONS, MAY CONTAIN BUGS AND MAY NOT OPERATE AS DESIGNED OR INTENDED. YOUR USE OF THE APP CONSTITUTES YOUR AGREEMENT TO PARTICIPATE IN THE APP’ BETA TESTING.

 

  1. Account Registration

All Users must register and create an account (“Account”) in order to use the App.

Your Account will include the following details: Your email, first name, middle name, last name, telephone no, address, zip code. You are asked to read and approve of the Terms and Conditions and Privacy Policy prior to initiating user registration. Advancing through user registration is considered proof that you have read and agree to the terms and privacy policy. Once the password is set, you can login to the App. We reserve the right to change the method of connecting to the Account at any time.

Your Account is password protected. In order to protect the security of your Personal Information (as such term is defined in our Privacy Policy) you must (i) safeguard and not disclose your Account log-in details, (ii) supervise the use of such Account, and (iii) not allow any other person to make use of your Account. You agree to keep your Account information up to date and accurate.

You are solely and fully responsible for maintaining the confidentiality of your Account and password and for all activities that occur under your Account. You must notify us immediately of any unauthorized use of your Account or password or any other breach of security and in such events, you must change your password immediately.

If you wish to either change your user name, phone, email address, or password to log-in to your Account, or cancel and remove your Account, you may use the setting menu or you can send us an e-mail of your request to: Info@WeAreSumma.com. Your Account will terminate within reasonable time following your request to terminate your Account.

CANCELLING YOUR ACCOUNT MAY CAUSE THE INABILITY TO ACCESS YOUR ACCOUNT AND/OR THE LOSS OF CERTAIN INFORMATION (INCLUDING, WITHOUT LIMITATION, PERSONAL INFORMATION). WE DO NOT AND WILL NOT ACCEPT ANY LIABILITY FOR INFORMATION LOSS.

  1. Use Restrictions

There are certain conducts which are strictly prohibited when using the App and the Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may expose a User to civil and/or criminal liability.

YOUR LOG-IN DETAILS (ACCOUNT INFORMATION AND PASSWORD) ARE PERSONAL AND YOU MAY NOT SHARE THEM WITH OTHERS.

You may not, whether by yourself or anyone on your behalf, unless otherwise explicitly permitted under these Terms: (a) use the App, the Services, and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the App, the Services, and/or the Content for personal or commercial purposes other than for the use in accordance with the Instructions from a Researcher; (c) interfere with or violate a user’s rights to privacy and other rights, or harvest or collect Personal Information about users, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the App and retrieve, index and/or data-mine information; (d) interfere with or disrupt the operation of the App, or the servers or networks that host it, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks; (e) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the App and/or the Services; (f) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our online-platform(s) infrastructure, as determined by us; (g) bypass any measures we may use to prevent or restrict access to the App; (h) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile or disassemble any portion of the Content or publicly display, reproduce, create derivative works of, perform, distribute, or otherwise use such Content, other than as permitted under these Terms; (i) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company’s proprietary rights, including the Company’s Intellectual Property (as defined below) in any way or by any means, unless expressly permitted in the Terms; (j) make any use of the Content on any other site or networked computer environment for any purpose, or replicate or copy the Content without the Company’s prior written consent; (k) create a browser or border environment around the Company Content (no frames or inline linking are allowed); (l) unless otherwise expressly permitted by the Company, sell, license, or exploit for any commercial purposes any use of or access to the App, Services and/or Content; (m) frame or mirror any part of the App without the Company’s prior express written authorization; (n) create a database by systematically downloading and storing all or any of the Content or information or data from the App; (o) transmit or otherwise make available in connection with the App any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (p) distribute, resell or offer the App and/or Services for rent or lease or offer any of the above to the public in any manner, or integrate any of the above within a service of your own, without the prior written consent of the Company; (q) access, or attempt to access, the Services other than through the interface that is provided by Summa, without the prior written consent of Summa; (r) remove or disassociate, from the Content and/or the App and/or the Services any copyright, trademark or other proprietary notices contained in such materials (such as ©,™, or ®); (s) use your Account in any way that endangers the confidentiality of any user’s Personal Information (including health information); (t) infringe and/or violate any of the Terms; and/or (u) ship, transfer, or export the App into any country, or make available or use the App in any manner, prohibited by applicable laws.

  1. Information Disclaimer

State and federal laws may impose obligations with respect to confidentiality that may limit your ability to transmit certain information through the Services. It is your sole responsibility to comply with applicable laws.

SUMMA CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE USE OR MISUSE OF USER DATA, PROTECTED HEALTH INFORMATION OR ANY OTHER INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED BY YOU WHILE USING THE SERVICES.

YOU MUST COMPLY WITH ALL APPLICABLE PRIVACY LAWS AND REGULATIONS. BY UPLOADING OR SUBMITTING INFORMATION, YOU REPRESENT AND WARRANT THAT YOU CAN UPLOAD OR SUBMIT SUCH INFORMATION IN FULL COMPLIANCE WITH ANY APPLICABLE PRIVACY LAWS AND REGULATIONS. WE WILL NOT ASSUME ANY LIABILITY IN THIS RESPECT.

  1. Intellectual Property Rights

Summa Intellectual Property

The App, the Content (excluding Personal and Non-Personal Information (as defined in the Privacy Policy) and the Company’s proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, domain names, service marks, copyrightable materials and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable copyright and other intellectual property laws and international conventions. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.

Subject to the terms hereof, Summa, hereby grants to you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license (i) to download and use the App on your authorized mobile device that you own or control, solely for the limited purpose of using the App for your individual use, and for no other purpose, strictly in accordance with the Terms, the applicable Usage Rules (defined below) and applicable law; and (ii) to use the App and Content provided therein in accordance with the Terms.

The Terms do not convey to you an interest in or to the Company’s Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.

To the extent you provide any feedback, comments or suggestions to Summa (“Feedback”), Summa shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Summa current or future products, technologies or services and use same for any purpose, all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed non-confidential. Furthermore, you warrant that your Feedback is not subject to any license terms that would purport to require Summa to comply with any additional obligations with respect to any of Summa’s current or future products, technologies or services that incorporate any Feedback.

If Summa supplies to you any updates, upgrades and any new versions of the App (“Updates”) according to its then current policies, it may include automatic updating or upgrading of the App, with or without any additional notice to you. In such instance and when necessary, Summa will circulate to Users App Updates compatible to any Operating System updates. You hereby permit Summa to deliver these Updates to you and install them automatically on your device, as part of your continued use of the App and Services. In the event that such Updates must be manually updated or upgraded by you, then you will be required to download and install such Updates. If you do not follow Summa’s request to update the App to the most current version, then Summa may not be able to provide you with the Services. These Terms will govern any such Updates, unless they are accompanied by a separate written license agreement which will prevail, and all references herein to the App shall include such Updates. For clarity, Summa has no obligation to provide Updates.

Your Intellectual Property

You represent and warrant that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions with respect to any information you transmit or make available via our Services. When you transmit or make available such information, you grant Summa and Researchers a non-exclusive, non-commercial and royalty-free license to access and view such information.

You hereby grant Summa a non-exclusive, royalty-free, fully paid up, worldwide, perpetual, sublicensable, assignable and irrevocable license to use Non-Personal Information uploaded by You for the purposes specified in the Privacy Policy.

You hereby agree that we may retain copies of certain information you transmit or make available via our Services, as necessary for us to comply with HIPPA requirements and HITECH guidelines, for, among others, archival or backup purposes and to enforce the Terms, including investigation of potential violations thereof.

  1. Trademarks and Trade Names

“Summa” and/or other Summa marks and logos and all other proprietary identifiers used by the Company in connection with the App and/or Services (“Company Trademarks”) are all trademarks, service marks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the App and/or Service belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.

  1. Special provisions relating to Third Party Components

The App and/or Services may use or include third party software, files and components that are subject to open source and third-party license terms (“Third Party Components”). Your right to use such Third-Party Components as part of, or in connection with the App and/or Services is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third-Party Components shall prevail in connection with the related Third-Party Components. Under no circumstances shall the App and/or Services or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.

  1. Availability

The App’s, and the Services’ availability and functionality depend on various factors, such as software, hardware and the Company’s service providers and contractors. The Company does not warrant or guarantee that the App and/or the Services will operate at all times without disruption or interruption, or that they will be immune from unauthorized access or error-free.

  1. Termination of these Terms

These Terms shall remain in effect until terminated as set forth herein. Your failure to comply herewith shall terminate your license and these Terms. In the event of your failure to comply herewith we may immediately (temporarily or permanently) limit, suspend or otherwise terminate, your Account and your access to the App without notice. Without limiting the generality of the foregoing, we may terminate or suspend your Account if we believe in our sole discretion that any of the following events occurred: (a) there is a threat to the security or integrity of your Account, our network or our servers; (b) suspension or termination is needed to protect the rights (including without limitation, privacy rights), property or safety of the Company, Users, or the public; (c) we have reasonable grounds to suspect that you do not meet the eligibility requirements specified in Section 1 above; (d) you are using the Services in order to directly compete with Summa; (e) you have violated any of these Terms; and/or (f) we are required to by law.

If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Services, you may terminate these Terms at any time by closing your Account, uninstalling our App and stopping your use of our Services and this will be your sole remedy in such circumstances.

Upon termination of these Terms: (i) the license and all other rights granted to you hereunder will automatically terminate; (ii) you must immediately cease all use of the App and Services, delete and destroy all copies of the App in your possession or control (and to certify such action to Summa, if required by it), and (ii) the provisions of these Terms that, by their nature and content must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive.

We shall use reasonable efforts to provide you a notice in the event of termination or suspension of your Account. During the suspension period, you will not have the ability to use or access your Account. In the event that we determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we may restore access to your Account.

  1. Privacy Policy

We respect your privacy and are committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the App and/or Services. Our policy and practices and the type of information collected are described in detail in our Privacy Policy. You agree that the Company may use Personal Information that you provide in accordance with the Privacy Policy. If you intend to use the Services and/or to connect to, access or use the App you must first read and agree to the Privacy Policy.

  1. Usage Rules

Since you may be downloading the App from a third-party platform, service provider or distributor (“Platform Provider”) your use of the App may also be governed by usage rules which the Platform Provider may have established, and which relate to your use of the App (“Usage Rules”). Certain Usage Rules are described below, but other Usage Rules may apply, and it is your responsibility to determine what other Usage Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between the Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider’s representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) and/or other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider’s Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.

  1. GENERAL DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE APP, THE SERVICES, THE CONTENT AND THE THIRD PARTY COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SUMMA AND ITS VENDORS INCLUDING SUMMA’S AND SUCH VENDORS’ OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS, ATTORNEYS AND SUPPLIERS (“COVERED PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE.

IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THESE TERMS, WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE APP OR SERVICES IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE APP AND/OR SERVICES, (III) THAT THE APP WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR MOBILE DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND WE ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, AND/OR (IV) MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE APP AND/OR CONTENT (INCLUDING THAT THE RESULTS OF USING THEM WILL MEET YOUR REQUIREMENTS). THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE APP AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THEIR AVAILABILITY, RELIABILITY OR QUALITY, AND IT IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THEM.

WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY HARDWARE, SOFTWARE, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN THE COMPANY.

WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

YOU AGREE THAT USE OF THE APP, THE SERVICES AND/OR THE CONTENT CONTAINED THEREIN IS ENTIRELY AT YOUR OWN RISK.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL SUMMA, INCLUDING THE COVERED PARTIES, BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION), UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), RESULTING FROM OR IN CONNECTION TO THE APP, THE SERVICES AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THEM OR THEIR FAILURE TO PERFORM AS REPRESENTED OR EXPECTED, ANY OTHER ACT OR OMISSION OF SUMMA OR ANY OF THE COVERED PARTIES, BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER SUMMA OR ANY OF THE COVERED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, SUMMA AND THE COVERED PARTIES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE APP, SERVICES OR CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO SUMMA FOR YOUR SUBSCRIPTION TO OUR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

  1. Indemnification

You agree to defend, indemnify and hold harmless Summa and the Covered Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the App, Services and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party in connection with your use of the App and/or Services; (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to your misuse of the App and/or Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.

Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.

  1. Changes to the Terms

Summa may at its sole discretion, change the Terms from time to time, including the Privacy Policy or any other policies incorporated thereto, you should re-visit this page frequently to review the Terms and any changes thereto.  In case of any material changes, we will post a notice in the App and/or send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our App or sent via e-mail, whichever is earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the App on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice. To the extent you object to such change, you will have a right to terminate the Terms in accordance with the provisions of Section 11 above.

  1. General

(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and the Company; (b) any claim relating to the App, the Content, or the Services or the use thereof will be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict-of-laws principles; (c) any dispute arising out of or related to the App, the Content or the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent state courts of Pennsylvania; (d) you agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule; (e) notwithstanding the foregoing, Summa may seek injunctive relief in any court of competent jurisdiction; (f) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto; (g) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default; (h) any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof; (i) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APP, THE CONTENT AND/OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED; (j) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein; (k) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void; (l) we may assign or transfer these Terms without restriction or notification except that you will have a right to terminate the Agreement upon such assignment; (m) no amendment hereof will be binding unless in writing and signed by Summa; and (n) Summa will not liable for any delay or failure to provide the App and/or Services resulting from circumstances or causes beyond the reasonable control of Summa (i.e. force majeure).

  1. Contact Information

If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to the following address, and we will make an effort to reply within a reasonable timeframe: Info@WeAreSumma.com.