Effective as of Feb 12th, 2024

BY ACCESSING AND USING THE PRODUCTS PROVIDED BY LITTLEONE.CARE OR CLICKING THE “I ACCEPT” OR "SUBMIT" BUTTON BELOW, YOU ACKNOWLEDGE AND AGREE AND WILL SO REQUIRE EACH AND EVERYONE ELSE IN YOUR HOUSEHOLD WHO INTENDS TO USE THE PRODUCTS TO ACKNOWLEDGE AND AGREE (COLLECTIVELY, “YOU” AND “YOUR”) THAT ALL USE OF THE LITTLEONE.CARE PRODUCTS IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREMENT AND THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO THESE TERMS AND CONDITIONS (“TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS THE PRODUCTS.

This User Agreement (the “Agreement") is between You and LittleOne.Care Ltd., a limited liability company organized under the laws of Israel ("LittleOne.Care" or “LOC”) and sets forth the terms and conditions concerning Your use of the Products, as defined below. By accessing and using the Products, You represent and warrant to LittleOne.Care that You are at least eighteen (18) years of age, a legal resident of the United States, and that You are authorized to enter into this Agreement on behalf of Yourself, and any other individual to whom you provide access to the Products. You agree that you are fully responsible and liable for the compliance with the terms of this Agreement by Yourself and any such other individual(s).

Purpose

The LittleOne.Care service is designed to offer customers like you full access to the commercial versions of the LOC products, including the Elora Baby Wellness Monitor and accessories, along with the LOC mobile app and AI platform (The “product” or “products”). This access is provided to enhance your user experience by utilizing the fully developed features, capabilities, and performance of our products. By using these products, you acknowledge that your engagement is for personal use and enjoyment of the LOC products' benefits. Compensation is not provided for product use or for any feedback you may choose to share with LOC, although such feedback is always welcome to help us improve our offerings

Term

Your access to and utilization of the Services is governed by the stipulations delineated in the User Manual, Safety policy, and Warranty Policy as furnished by LittleOne.Care. It is incumbent upon you to adhere to the directives contained within these documents when engaging with the Service. Non-compliance with these prescribed instructions shall be at your sole risk. Furthermore, you shall bear full responsibility for any repercussions stemming from the misuse or unauthorized employment of the Service that transgresses the boundaries established by the provided guidelines and policies.

Licensed Rights and Restrictions

Subject to compliance with the terms of this agreement, LOC grants you a revocable, limited, personal, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the service solely for the purpose of gathering information about events in the life of the baby and those around him. To the extent that you choose to offer comments, suggestions, and/or feedback to LOC, including the data collected by the Service and transmitted to LOC regarding the use and performance of the Service (the "Feedback"), you acknowledge that LOC shall have all rights and ownership of the Feedback. You shall have no right or claim against LOC in connection with LOC's use of the Feedback. You may not use the Service for any other purpose, and you may not share the license key with any third party. The grant of the limited right to use the Service does not include any grant of ownership rights or any intellectual property rights in or to the Service. The rights and ownership of all rights, title, and interest in the Service, related products, and deliverables, including all related materials, documentation, programs, and mobile applications, and all modifications thereof, shall be and remain at all times with LittleOne.Care. All rights not expressly granted herein are reserved to LOC. You may not use the Service for any purpose other than as expressly permitted herein. Without limitation, you may not: (a) remove or destroy any proprietary legends appearing on or contained within the Service and related materials, (b) license, sublicense, promote, distribute, market, sell, lease, assign, transfer, or in any other way transfer access to the Service or any part thereof (whether directly or indirectly) to any other person, except for other immediate household members who care for your infant and who also agree to be bound by these Terms, (c) modify, customize, frame, or republish the Service or any documentation related thereto, (d) create any derivative works based on the Service, or (e) print, copy, reproduce, distribute, transmit (whether physically or electronically), or otherwise disassemble, decompile, decipher, or reverse engineer the Service or any part thereof.

Ownership of the Service and its Components:

Except for the limited rights granted under this license, all rights, title, and interest in the LOC Products and the Service remain the exclusive property and/or intellectual property of LOC. This includes (a) the design of all hardware components, (b) all downloadable objects and applications, source code, software, software modifications, and derivative works, and (c) all copyrights, trademarks, patents, trade secrets, and intellectual property rights related thereto. This holds true regardless of whether you use the product you purchased in conjunction with any other hardware or software components that are owned or licensed by you. LOC reserves the right to seek injunctive or other appropriate relief in the event of any breach of this Section. Furthermore, LOC retains the right to terminate the free use of the application with short notice at its sole discretion.

Feedback

During your use of the Product and Service, you may furnish LOC with feedback regarding the Products and your experience, including but not limited to identifying potential errors, enhancements, modifications, bug fixes, or improvements. You acknowledge that any feedback provided will become the exclusive property of LOC, and LOC may utilize or exploit all or part of the feedback or any derivatives thereof in any current or future medium without any obligation for further compensation, remuneration, or acknowledgment to you. Despite the above, LOC is under no obligation to act upon or address any complaints, suggestions, or feedback you may provide.

Limited Warranty

LOC products are provided on an 'as is' basis without any warranty, whether oral, written, express, or implied. Specifically, LOC does not guarantee that (a) the operation and/or use of the product or service will be uninterrupted or error-free, (b) the product or service will perform as anticipated or be effective in identifying specific behaviors, (c) any defects or errors in the product or service will be corrected or are capable of being corrected, or (d) the product or service will meet your requirements. Additionally, (e) LOC's product is intended as a welfare tool and is not to be used as a medical device. (f) The decision to share the device's information with the baby's specialists, regardless of whether they are registered with the application, and the use of application information in making caregiving decisions, is not endorsed by LOC and remains your sole responsibility. The implied warranties of merchantability and fitness for a particular purpose are expressly disclaimed. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LOC NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE PRODUCTS OR THE SERVICE, EVEN IF LOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LOC'S TOTAL LIABILITY ARISING FROM ANY CLAIM OR DAMAGES RELATED TO THIS AGREEMENT EXCEED $100. This Limited Warranty is subject to the warranty policy detailed on the LOC website.

Manual

By accessing and using the Products and or the Services, You confirm that You have reviewed LOC’s product manual available at https://www.littleone.care/pages/manual and understand and accept the provisions thereof as incorporated into this Agreement by reference.  

Privacy Policy

By accessing and using the products and or the Services, You confirm that You have reviewed LOC’s Privacy Policy available at https://www.littleone.care/pages/privacy-policy  and understand and accept the provisions thereof as incorporated into this Agreement by reference. Without derogating from the above, You will inform anyone in the vicinity of the baby that the Products may occasionally record 10-second soundtracks, and in some cases, the recorded soundtrack may include background noises including the voices of the people and the content of communications occurring nearby the baby, and You shall obtain express written consent from any person whose communications are recorded in the soundtrack. 

Safety of product Use

By accessing and using the products and or the Services, You confirm that You have reviewed LOC’s safety of product use policy available at https://www.littleone.care/pages/safety and understand and accept the provisions thereof as incorporated into this Agreement by reference.

Miscellaneous

This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of New York, without reference to conflict of laws principles. The United Nations Convention on the International Sale of Goods (“CISG”) is expressly excluded from having any application to this Agreement.  Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be subject to the exclusive jurisdiction of the competent courts of New york, NY, and the parties agree and submit to the personal and exclusive jurisdiction and venue of such courts. You may not assign this Agreement or any rights or obligations hereunder, directly or indirectly without the prior written consent of LOC. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless made in writing and signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. If any provision of a printed copy of this Agreement included with the Products conflicts with the terms of this Agreement posted online on LOC’s website at https://www.littleone.care/pages/terms (the “Site”), the online version on the Site shall govern and control over the printed version. Further, LOC shall have the right at any time to update the terms of this Agreement by posting the updated version of the Agreement to the Site, and such updated Agreement shall become immediately effective. Your continued use of the Products following the posting of the updated Agreement constitutes Your acceptance of the updated terms.