MikvahCloud™ Terms & Conditions
Last Updated: August 3, 2018
The Service is a suite of calendar, management and billing tools enables (1) Subscribers to track and modify their Mikvah client appointments and payments remotely and in a more efficient manner, and (2) Clients to book Mikvah reservations in seconds using our advanced algorithms to optimize room allocation process, and enables Clients to arrive for their Mikvah appointments at the right time, thereby resulting in a more private and efficient experience. For the sake of clarity, a prospective Subscriber using the Service on a trial basis shall also be deemed to be a "Subscriber" for purposes of this Agreement, and a Client using the Service on behalf of or otherwise in connection with such a Subscriber shall also be deemed to be a "Client" for purposes of this Agreement.
1. This Agreement.
1.1 Acceptance. Please read this Agreement carefully before accessing the Service. By accessing the Service, you indicate that you have read and that you agree to be bound by the provisions set forth in this Agreement. If you do not agree to be bound by this Agreement, you are not authorized to use the Service. Furthermore, you are not authorized to use the Service if (a) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with RustyBrick, or (b) you are a person barred from using the Service either (i) under the laws of the country in which you reside or from which you are attempting to access the Service, or (ii) due to prior violations of this Agreement.
1.2 Modifications. We reserve the right to modify this Agreement at any time. You agree to review this Agreement periodically to be aware of such modifications. You further agree that your continued use of the Service after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version or any modified version of this Agreement, then you are not authorized to use the Service. The current version of this Agreement is accessible via the footer of the Service’s homepage.
2. Our App; Registration.
2.1 Our App. RustyBrick offers for download, both for payment and free of charge, our software application for the Services (our “App”), which enable you to utilize the Service directly from your device and without having to access our website located at https://www.mikvahcloud.com (the “Website”). Provided that you have complied with, and that you continue to comply with, all of the provisions of this Agreement, RustyBrick hereby grants to you a limited and non-exclusive right to install, run, access and use the App in object code form only for the purposes described in this Agreement or otherwise as may be instructed or described by RustyBrick in writing. RustyBrick reserves all rights related to the App which are not expressly granted to you in this Agreement. The App is protected by copyright and other intellectual property laws and treaties. As between RustyBrick and you, RustyBrick owns all title in and to the App, including without limitation all copyright and other intellectual property rights in the Application. You agree not to remove, conceal or otherwise modify any copyright, trademark or other proprietary notice or source identifier contained in or associated with the App. We cannot and do not guarantee access to information or other content belonging to any third party which is accessible by you through the App, the website from which the App is being downloaded, or otherwise.
2.2 Registration. When you register for the Service, we enable you to set-up a unique user account by providing you with a user ID (most likely your email address) and password (“Profile”) to access your user account (“Account”). You shall not allow any individual or entity to use your Profile to access the Service and you shall strictly safeguard the information that would allow any individual or entity to access the Service by using your Profile or Account. You are solely responsible for your failure to strictly safeguard such information and/or to allow any other individual or entity to access or use the Service by using your Profile or Account. You may not sell or otherwise transfer your Profile or Account or any portion thereof. You shall notify RustyBrick immediately of any unauthorized use of your Profile, Account or any portion of the Service. RustyBrick shall not be liable for any loss that results from the unauthorized use of your Profile or Account, either with or without your knowledge.
2.3 Accurate Information. You shall provide us with accurate, complete and current information about yourself while using the Service, and you shall update all information provided by you through the Service if and as soon as such information changes.
2.4 Disabling or Revocation of Account. We have the right to cancel your Account for any reason (without having to specify the reason) or for no reason at any time, as determined by us in our sole discretion, including without limitation if we believe you have violated this Agreement. If we cancel or otherwise disable access to your Account, you may be prevented from accessing the Service, your Account details and/or any files or other various Service materials, including without limitation all texts, comments, icons, images, message, tags, links, photographs, audio, video and other content appearing through the Service (collectively, “Content”) which are contained in or accessible through your Account, all of which may be deleted by us. .
2.5 Cessation of Services. The form and nature of the services offered through the Service may change from time to time without prior notice to you. As part of our continuing innovation, we may stop (permanently or temporarily) providing certain Service features to you in our sole discretion, without prior notice to you.
4. Compensation. You may use the Service in exchange for a fixed service fee per mikvah visit (collectively, “Fees”), which specific amount will be indicated to you when you first register for the Service or otherwise through the Service, and which may be updated by us from time to time. All Fees are separated at the point-of-sale, so we never comingle the Fees with the non-profits funds we collect on behalf of our Subscribers.
5. Usage Restrictions. You agree that you shall not, and that you shall not permit any other person, directly or indirectly, to: (a) sell, resell, transfer, assign, distribute, copy, publish, transmit, distribute, create derivative works of or otherwise disseminate, exploit or make available any portion or all of the Application, (b) reverse engineer, decompile, modify, translate or disassemble any portion or all of the Application including without limitation any of its underlying ideas, algorithms or structure, or use any portion of or all of the Application to create new applications, programs, products or services, (c) remove or otherwise modify any trademarks, service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing through the Application (including without limitation the trademark “RUSTYBRICK”) or any other Trademark (as hereinafter defined) which indicates that a source of goods or services are the property of their respective owners, or (d) display the name, logo, trademark or other identifier of any individual or entity (except for RustyBrick) in such a manner as to give the viewer the impression that such other individual or entity is a publisher or distributor of the Application.
6. Intellectual Property.
6.1 Proprietary Rights. The Service contains various Content which is protected by the copyright, trademark and other laws of the United States and/or other jurisdictions. Other than for the express rights granted in this Agreement, as between you and RustyBrick, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to the Service (including without limitation all Content) belongs to RustyBrick, and you have no rights in and to the Service other than as expressly set forth in this Agreement. All third party Trademarks and/or other third party intellectual property appearing on the Service belong to their respective third party owners. No Content may be sold, leased, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose by you without the prior written consent of RustyBrick. However, you may print copies of materials on the Service for your personal, noncommercial use only, provided that you must keep intact all copyright, trademark, and other proprietary notices appearing therein and that you use such materials solely in the manner permitted by this Agreement, and not in any manner which competes with RustyBrick.
6.2 Trademarks. RUSTYBRICK® and MIKVAHCLOUD™ are Trademarks of RustyBrick. All other Trademarks appearing through the Service are the property of their respective owners. RustyBrick is not affiliated with, or sponsored or endorsed by, any third party trademark owner whose Trademark appears through the Service, and RustyBrick does not sponsor or endorse any third party Trademark or its owner. As used herein, the term “Trademarks” means, collectively, all trademarks, service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing on the Service which indicate a source of goods or services. Trademarks are protected by the trademark laws of the United States and/or other applicable jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation by using Content as permitted by this Agreement, without our prior written consent or the consent of such third party Trademark holder, as applicable.
6.3 Removal of Notices. You shall not remove, obscure, or alter any proprietary rights notices (including copyright and Trademark notices) which may be affixed to or contained in part of the Service, and you shall abide by all such notices.
7. Third Parties. Your participation, correspondence and/or business dealings with any third party found on or through the Service (including without limitation Subscriber), or used in conjunction with information provided through the Service (including without limitation by advertisements), and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. RustyBrick shall not be responsible or liable in any manner for any loss, damage, or other matter of any sort incurred as the result of any such dealings or otherwise involving such third parties. If applicable, you shall pay all sales, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of any transaction executed in connection with any third party with whom you communicate or have communicated by means of any Linked Site (as hereinafter defined) or otherwise in connection with your use of the Service.
8. Links. The Service may contain links to third party products or services (collectively, “Linked Sites”). None of the Linked Sites are under the control of RustyBrick and RustyBrick is not responsible for the content of any Linked Site, including without limitation any link contained in a Linked Site, any changes or updates to a Linked Site or the availability of Linked Site, and RustyBrick does not endorse and is not responsible or liable for any content, advertising, services, products, or other materials on or available through a Linked Site, nor is RustyBrick responsible for any form of transmission received from or through any Linked Site whatsoever, including without limitation any computer viruses. RustyBrick is providing Linked Sites to you for informational purposes only and as a convenience, and the inclusion of any such link through the Service does not imply an endorsement by RustyBrick of a Linked Site or any association with its operators or owners or an endorsement of RustyBrick by the operators or owners of such Linked Site. All of your activity on or in connection with any Linked Site shall be subject exclusively to the policies and procedures of the owner of such Linked Site.
9. Release. You hereby release RustyBrick and each of its directors, officers, shareholders, personnel, representatives, licensors, agents and independent contractors (collectively, the "RustyBrick Parties") from all claims, liabilities, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with a dispute between you and any third party that is directly or indirectly related to with your use of the Service.
11. Indemnification. You shall indemnify, defend and hold harmless each of the RustyBrick Parties from all claims, demands, actions, causes of action and/or lawsuits (each, a "Claim" and collectively, "Claims") and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys' fees and disbursements, made by any third party due to or arising out of your (a) breach of any of your representations, warranties, covenants or obligations under this Agreement, (b) negligence or misconduct, or (c) violation of any law or regulation. You shall immediately provide all applicable RustyBrick Parties with prompt written notice of any Claim or potential Claim of which you become aware. Upon the assertion or commencement of any Claim against one or more of the RustyBrick Parties by any third party that may give rise to liability of any such RustyBrick Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable RustyBrick Party; provided, however, that each such RustyBrick Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense, after you assume the control thereof. You shall not enter into any settlement of any Claim which any of the RustyBrick Parties believes is adverse to its interests, without receiving the prior written consent of each of the RustyBrick Parties affected by such Claim. In no event shall any of the RustyBrick Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.
12. DISCLAIMER OF WARRANTIES.
12.1 YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS", “WHERE IS” AND "AS AVAILABLE", AND YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NONE OF THE RUSTYBRICK PARTIES ASSUMES ANY RESPONSIBILITY FOR YOUR USE OF THE SERVICE INCLUDING WITHOUT LIMITATION ALL CONTENT PROVIDED THROUGH THE SERVICE, AND NONE OF THE RUSTYBRICK PARTIES MAKES ANY PROMISE, GUARANTY, PREDICTION OF SUCCESS OR ANY CLAIM TO SPECIAL EXPERIENCE, INSIGHT, OR EXPERTISE IN ENABLING YOU TO MAKE USE OF THE SERVICE. NOTHING IN THIS AGREEMENT SHALL CREATE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION BY ANY OF THE RUSTYBRICK PARTIES. IN PARTICULAR, EACH OF THE RUSTYBRICK PARTIES EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS THAT (A) YOUR USE OF THE SERVICE WILL MEET YOUR EXPECTATIONS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS OR OMISSIONS, (C) INFORMATION PROVIDED BY OR OTHERWISE APPEARING THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT OR BENEFICIAL, (D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE CORRECTED OR UPDATED, AND (E) WE ARE IN ANY WAY LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER THAT MAY DIRECTLY OR INDIRECTLY RESULT FROM YOUR USE OF ANY INFORMATION PROVIDED THROUGH THE SERVICE, WHETHER ARISING FROM OUR NEGLIGENCE OR OTHERWISE.
12.2 DAMAGES; TRANSACTIONS; NO RESPONSIBILITY. NONE OF THE RUSTYBRICK PARTIES ENDORSES OR IS RESPONSIBLE FOR ANY CONTENT APPEARING THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY CONTENT PROVIDED BY A SUBSCRIBER OR ANY OTHER THIRD PARTY CONTENT APPEARING THROUGH THE SERVICE. NONE OF THE RUSTYBRICK PARTIES IS RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF YOUR INTERACTION WITH ANY THIRD PARTY INCLUDING WITHOUT LIMITATION ANY TRANSACTION ENGAGED IN BY YOU THROUGH THE SERVICE OR IN CONNECTION, DIRECTLY OR INDIRECTLY, WITH YOUR USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH THE SERVICE SHALL CREATE ANY WARRANTY OR REPRESENTATION BY ANY OF THE RUSTYBRICK PARTIES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT, AND NONE OF THE RUSTYBRICK PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH YOUR USE OF THE SERVICE. SPECIFICALLY, EACH OF THE RUSTYBRICK PARTIES HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH YOUR USE OF THE SERVICE. FINALLY, WHILE RUSTYBRICK TAKES STEPS CONSISTENT WITH COMMERCIALLY REASONABLE INDUSTRY STANDARDS TO SECURE PII COLLECTED FROM YOU AND FROM SUBSCRIBER FROM LOSS, MISUSE, UNAUTHORIZED ACCESS AND ACCIDENTAL DESTRUCTION WHILE UNDER OUR CONTROL, WE CANNOT GUARANTEE THAT SUCH INFORMATION WILL NOT BE LOST, DISCLOSED OR ACCESSED BY ACCIDENTAL CIRCUMSTANCES OR BY THE UNAUTHORIZED ACTS OF OTHERS.
13. LIMITATION OF LIABILITY.
13.1 LIMITED LOSSES AND DAMAGES. IN NO EVENT SHALL ANY OF THE RUSTYBRICK PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE (INCLUDING WITHOUT LIMITATION ARISING OUT OF ANY CONTENT OBTAINED THROUGH THE SERVICE OR ANY TRANSACTION ENGAGED IN THROUGH, OR OTHERWISE IN CONNECTION WITH, THE SERVICE), WHETHER CAUSED BY OR UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS OR DAMAGE. WITHOUT LIMITING THE FOREGOING, NONE OF THE RUSTYBRICK PARTIES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED AS A RESULT OF (A) ANY RELIANCE PLACED BY YOU ON ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY TECHNICAL, TYPOGRAPHICAL, PHOTOGRAPHIC OR OTHER ERRORS, (B) ANY CHANGES WHICH RUSTYBRICK MAY MAKE TO THE SERVICE, (C) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY SPECIFIC FEATURES OF THE SERVICE), (D) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY CONTENT, INCLUDING WITHOUT LIMITATION CONTENT PROVIDED BY A SUBSCRIBER OR ANY OTHER THIRD PARTY, (E) YOUR FAILURE TO PROVIDE US WITH (I) IMMEDIATE NOTICE OF ANY BREACH OF THIS AGREEMENT BY YOU, SUBSCRIBER OR ANOTHER OTHER THIRD PARTY OF WHICH YOU BECOME AWARE, OR (II) ACCURATE ACCOUNT AND OTHER REQUESTED INFORMATION, (F) YOUR FAILURE TO KEEP YOUR ACCOUNT INFORMATION SECURE AND CONFIDENTIAL, OR (G) ANY TRANSACTION OR OTHER RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY WHICH OCCURRED IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, YOUR USE OF THE SERVICE.
13.2 CAP ON LIABILITY. IN NO EVENT SHALL ALL OF THE RUSTYBRICK PARTIES' AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE EXCEED THE LESSER OF (I) THE CUMULATIVE AMOUNT OF FEES PAID TO RUSTYBRICK BY YOU OVER THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ARISING OF THE CLAIM ON WHICH SUCH LIABILITY IS BASED, OR (II) FIVE HUNDRED DOLLARS ($500).
13.3 EXCLUSIONS. THE ABOVE LIMITATIONS OF LIABILITY OF THE RUSTYBRICK PARTIES IN THIS SECTION 13 SHALL APPLY WHETHER OR NOT ANY RUSTYBRICK PARTY HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF ANY LIABILITIES, LOSSES OR DAMAGES ARISING IN CONNECTION WITH THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 12 OR 13 HEREOF MAY NOT APPLY TO YOU.
14. No Endorsement. RustyBrick is neither affiliated with, nor sponsored or endorsed by, any specific product, service, methodology or person. The owners of any third party Trademark or copyright appearing through the Service are not sponsors of RustyBrick or the Service and have not endorsed and are not affiliated with RustyBrick or the Service, and RustyBrick is not a sponsor and does not endorse any such third parties or any of their products or services.
15. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and RustyBrick by this Agreement or by your use of the Service.
16. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, excluding conflict of laws provisions thereof. You hereby agree to the personal and exclusive jurisdiction by and venue in the courts located within the County of New York, State of New York, and to receive service of process through certified mail or by other means sanctioned by law, and you and us expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
17. Timely Filing of Claims. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR USE OF THE SERVICE, MUST BE FILED BY YOU PURSUANT TO SECTION 16 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
18. Notices. All notices hereunder to us shall be given by certified mail, postage prepaid and return receipt requested, to: RustyBrick, Inc., Attn: CEO, 250 West Nyack Road, Suite 200, West Nyack, NY 10994, with an electronic copy to firstname.lastname@example.org, and to you by electronic mail to the email address listed in your Account. Notice shall be deemed given three (3) days after the date of such mailing, and in the case of notice by electronic mail, upon the sending of such message.
19. Assignment. You shall not resell or assign your rights, duties or obligations under this Agreement in any manner, and any attempted assignment or delegation of such rights, duties or obligations shall be void and of no force or effect whatsoever. This Agreement may be freely assigned by RustyBrick, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. Without limitation of the foregoing, we may sell, transfer or otherwise share some or all of our assets, including without limitation your PII, with any parent company, subsidiary, joint venture, and an entity under our common control, as well as with a potential acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of a bankruptcy. In each such an event, the non-PII we have collected from you may be one of the assets transferred.
20. Validity; Section Headings. If any provision of this Agreement is held to be invalid, illegal, void or unenforceable by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, and the application of such provision to other persons or circumstances will be interpreted reasonably to effect the intent of the parties. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
21. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or subsequent or similar breaches. If RustyBrick does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which RustyBrick has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of RustyBrick’s rights, and all such rights or remedies shall still be available to RustyBrick.
22. Survival. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of you and RustyBrick.
23. Contact Us. If you have any questions or concerns regarding the Service, please contact us by e-mail at email@example.com write to us at RustyBrick, Inc., Attn: CEO, 250 West Nyack Road, Suite 200, West Nyack, NY 10994