META FLOW LTD.

Terms of use

Last Updated: 4 October 2023

1. Background

MetaFlow Ltd. (d/b/a Lumen), a corporation organized under the laws of Israel (“Lumen”, “we”, “our”, "us" or the “Company”) welcomes you (the “User(s)” and “you”) to the Lumen website located at lumen.me (the "Website"), and to your use of our proprietary innovative metabolic breath analyzer (the "Lumen Device"), and to the Lumen mobile and online platforms (the “Lumen App”), through which Users who are subscribers can access the services the Company offers through use of the Lumen Device (“Lumen Services”), consisting of food, lifestyle and wellness suggestions based on the User’s day to day life, preferences, activities, sleep habits, and real-time assessment of carbohydrate availability and metabolic fuel use as measured via use of Lumen Device (collectively, the Website, the Lumen Device, the Lumen App and the Lumen Services, shall together be referred to hereunder as the “Services”). You may use the Services solely in accordance with the terms and conditions hereunder.

IMPORTANT HEALTH DECLARATION:
The Services are designed to be used only by healthy individuals who are over the age of 16, and are not pregnant, subject to specific dietary restrictions, or suffering from metabolic/respiratory medical conditions. IF YOU DO NOT MEET THESE REQUIREMENTS THEN YOU SHOULD NOT USE THE SERVICES. In addition, the Services are not a medical product or service but rather a wellness product intended to provide metabolic reading and tracking. The Services do not diagnose, treat, cure or prevent any disease, or otherwise assist in such treatment, nor do the Services provide any professional health advice or medical diagnoses. Any plan or suggestion provided by the Services is not intended to be and should not be deemed medical or other health-related professional advice, diagnosis or treatment, or a substitute for medical or professional advice, diagnosis or treatment. IF YOU SUFFER FROM ANY MEDICAL CONDITION, YOU SHOULD CONSULT YOUR DOCTOR OR OTHER PROFESSIONAL HEALTHCARE PROVIDER PRIOR TO THE USE OF THE SERVICES. RELIANCE ON ANY INFORMATION AND/OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS YOU TAKE BASED ON SUCH INFORMATION AND/OR RECOMMENDATIONS.

By entering, connecting to, subscribing to, accessing or using the Services and/or by setting up an Account, you acknowledge that you have read and understood these terms of use (the “Terms of Use”), including the terms of our Privacy Policy (the “Privacy Policy” and collectively with the Terms of Use, the “Terms”) and you agree to be bound by the Terms and to comply with all applicable laws and regulations regarding your use of the Services and acknowledge that these Terms constitute a binding and enforceable legal contract between Lumen and yourself. Capitalized terms which are not defined herein have the meaning ascribed to them in our Privacy Policy.

CHANGES TO THESE TERMS

As explained in Section 18 (Amendment to the Terms) below, we may change, suspend, or discontinue the Services, or any part of them, at any time without notice. We may amend any of Terms at our sole discretion by posting the revised Terms on the Lumen website. Your continued use of Services after the effective date of the revised Terms constitutes your acceptance of those revisions

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES OR ANY PART THEREOF IN ANY MANNER.

By acceptance of the Terms, you represent that any and all information you provide us through the Services is true and accurate. The provision of any false or fraudulent information is strictly prohibited. You further consent to receive communications from us electronically. We may communicate with you a variety of ways, such as by e-mail, in-app push notifications, or by notices and messages on the Website. You may revoke your consent to any individually targeted communications at any time by contacting us at the email address listed below in Section 26.

2. Use by Minors

If you are under 18 years of age, please do not visit or use the Services without the guidance and supervision of your parent or legal guardian who registered to the Services on your behalf.

TO USE THE SERVICES AND OPEN A USER ACCOUNT YOU MUST BE OVER THE AGE OF EIGHTEEN (18). If you are under 18 years old, then your parent or legal guardian must read, understand and accept Terms with respect to your use of the Services prior to any such use.

In addition, the Services were designed to be used only by healthy individuals who are over the age of 16. Use of the Lumen by persons below the age of 16 or may result in inaccurate output and readings of the Services or otherwise in dietary suggestion by Services which may cause damage when implemented by such minors. Therefore, In no event may a person under the age of 16 years old use any of the Services.

3. The Services

The Services consist of personalized suggestions to Users of nutrition and fitness plans (“Suggestions”) based on (i) certain User Metabolic Data (as defined below), as indicated from the User’s proper use of the Lumen Device; and (ii) the User’s input of User’s Physical Information (as defined below) (collectively, the “Personal Physical Profile”). The Services are made available through the use of the Lumen App, which is connected to the Lumen Device - Lumen’s proprietary digital breath analyser apparatus that measures and analyzes a User’s real-time metabolic data, including but not limited to Lung Capacity, Inspiratory Capacity, Exhale volume, Co2 (“Metabolic Data”). ‍

NOT MEDICAL ADVICE OR HEALTH CARE SERVICES: ‍

LUMEN DOES NOT DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE, NOR DOES IT PROVIDE ANY PROFESSIONAL HEALTH RELATED ADVICE OR ANY MEDICAL DIAGNOSES. THE SERVICES ARE PROVIDED “AS IS.” LUMEN HAS NO LIABILITY WHATSOEVER WITH RESPECT TO THE INFORMATION AND SUGGESTIONS PROVIDED, GENERATED, OR CONCLUDED IN CONNECTION WITH THE USE OF THE SERVICES. ANY INFORMATION GENERATED, PROVIDED OR CONCLUDED USING THE SERVICES IS DEPENDENT ON THE ACCURACY AND RELIABILITY OF INFORMATION ENTERED AND UPLOADED BY YOU. YOU AGREE THAT LUMEN IS NOT RESPONSIBLE OR LIABLE TO YOU FOR ANY CLAIM, LOSS, OR DAMAGE ARISING FROM THE SERVICES, AND THE RELIANCE ON ANY INFORMATION OR SUGGESTION PROVIDED THEREBY, BY YOU OR ANY OTHER USER. UNLESS EXPRESSLY PROVIDED OTHERWISE IN THE TERMS, LUMEN DOES NOT IN ANY WAY ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN WHOLLY OR PARTIALLY IN RELIANCE ON THE SERVICES OR ANY INFORMATION CONVEYED VIA THE SERVICES, OR OBTAINED THEREFROM, NOR FOR ANY LOSS, INJURY, INCONVENIENCE, HARM AND/OR DAMAGE INCURRED AS A RESULT OF, OR IN CONNECTION WITH, THE SERVICE OR USE THEREOF. THE LUMEN DEVICE IS NOT AN INSTRUMENT, APPARATUS, IMPLEMENT, MACHINE OR CONTRIVANCE, OR OTHER SIMILAR OR RELATED ARTICLE, INTENDED FOR USE IN THE DIAGNOSIS OF DISEASE OR OTHER CONDITIONS, OR IN THE CURE, MITIGATION, TREATMENT, OR PREVENTION OF DISEASE, OR INTENDED TO AFFECT THE STRUCTURE OR ANY FUNCTION OF THE BODY. ANY DECISION OR ACTION YOU TAKE BASED ON ANY OUTPUT AND/OR INFORMATION PROVIDED VIA USE OF THE LUMEN DEVICE IS TAKEN AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES AND THE LUMEN DEVICE ARE ENTIRELY AT YOUR OWN RISK.

4. Registration and User Account

In order to use the Services, you first must register and open a User account on the App and/or the Website (the “Account”). Registration must be completed by providing Lumen with registration information required by Lumen which may be comprised of: your name, photograph, phone number, e-mail address, date of birth, gender, and other demographic information. You shall provide accurate, complete and up-to-date information in connection with the use of the Services. You may, at your option, use your Facebook account to provide us with your registration information, and we will rely on the accuracy of the information provided to us by Facebook, and you acknowledge that any information you may as a result disclose to Facebook about your use of the Services is at your choice and we accept no responsibility for how Facebook may choose to use or protect that information. Please refer to your Facebook privacy policies if you have any questions about Facebook’s privacy practices.

During the registration process, you will be required to choose a password and username for your Account. You are solely and fully responsible for maintaining the confidentiality of the login credentials (e- mail, username and password) of your Account and for all activities that occur under your Account.

You agree not to disclose your login credentials to any third party other than a medical provider or your personal caretaker, and you are responsible for any use or misuse by any third party if you do choose to disclose these credentials to the third party. If you forget your password, you can request through the Services to have a new password issued and sent to your registered-mail address. Your Account is at risk if you let someone else use it inappropriately and we reserve the right to temporarily suspend or permanently terminate your Account if we determine that you or anyone using your Account violates these Terms.

You must notify us immediately of any unauthorized use of your Account or login credentials or any other breach of security to which you become aware. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with the Terms or from any unauthorized use of your Account or any other breach of security. You shall be liable for the losses of Lumen and/or others due to any such use.

If you wish to modify your Account information, or if you wish to terminate your Account, you may do so by contacting Lumen support available at support@lumen.me. Your Account will be terminated within a reasonable time following your request in accordance with the Privacy Policy, and from that date you will no longer be able to access your Account, and without derogating from any right or claim available to Lumen, any and all permissions, rights and licenses granted to you under these Terms shall be instantly terminated and revoked.

NOTE THAT TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR ACCOUNT. LUMEN SHALL NOT BE LIABLE IN ANY WAY FOR SUCH UNAVAILABILITY AND/OR LOSS.

5. Initial Set-Up and On-Going Updates

In order for a User to begin use of the Services, a User must create an initial Personal Physical Profile (the “Baseline Personal Physical Profile”) by following the instructions provided by the App, which may include the following: (i) preform an initial calibration of the Lumen Device; (ii) upload photographs of and provide a description of the meals you consume during your first week using the Services; (iii) log user activities required by the Lumen Services, including workouts, sleep quality/duration, bowel movements, etc., and by choosing to allow the Lumen App to access and link to other mobile applications such as Apple Health Kit, Samsung Health, etc..; (iv) log any changes to your weight; (v) fill in questionnaires with respect to your personal motivation and/or goal (collectively: “Physical Information”). Please be sure to provide accurate and complete information in preforming all the Baseline Personal Physical Profile activities in order to provide Lumen with an accurate Baseline Personal Physical Profile.

In order to ensure the Services are best suited to your personal preferences and needs, you may be required to update your Personal Physical Profile on an ongoing basis in accordance with the on-going changes of your Physical Information.

6. Social Groups

Users may, in their sole discretion, choose to participate in the Lumen social groups (“Social Groups”), which provides a forum for Users to share their Personal Physical Profile and/or any part thereof, their stories, photographs and any such other User-Generated Content (as defined below) with other Users. If you do not wish to participate in a Social Group to which you have been invited, please do not accept such invitation.

LUMEN IS NOT RESPONSIBLE FOR ANY USER-GENERATED CONTENT EXCHANGED BY USERS VIA SOCIAL GROUPS.

7. User Undertakings

You promise throughout your use of the Services that: (i) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents you from fulfilling your obligation under these Terms; (ii) you are and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to your use of and access to the Services; (iii) your use of the Services has not been previously blocked, suspended or terminated including under different accounts; (iv) you will not authorize a third party to do any of the foregoing; and (v) you will not infringe or violate the Terms.

8. Use Restrictions

There are certain conducts which are strictly prohibited in our Services. Please read the following restrictions carefully. Your failure to comply with the provisions set forth herein may result (at Lumen’s sole discretion) in the suspension or termination of your access to the Services and may also expose you to civil and/or criminal liability.

You may not, and may not allow any third party to: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Services or any of the Lumen information and resources about the Services, Lumen’s systems and technology and any other content related thereto (including contact information, videos, text, logos, button icons, images, data compilations, links, other specialized content, documentation, data, related graphics, intellectual property and other features (collectively, the “Content”) or other Intellectual Property (as defined below), in any way or publicly display, perform, or distribute them; (ii) make any use of the Services and/or Content on any website or networked computer environment other than for your personal use in the Website or App, or replicate or copy the Content without Lumen’s prior written consent; (iii) create a browser or border environment around Lumen’s Services, Content and any part thereof (no frames or inline linking); (iv) interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent, including using any robot, spider, website search or retrieval application, or other manual or automatic device or process to retrieve, index, or mine, any data or content; (v) use the Services to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (vi) transmit or otherwise make available in connection with our Services 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; (vii) interfere with or disrupt the operation of our Services, or the servers or networks that host our Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Services, the Intellectual Property, and the Content including use our Services, the Intellectual Property and/or the Content for non-personal or commercial purposes without Lumen’s express prior written consent or pursuant to an express written agreement with Lumen; (ix) frame or mirror any part of the Website without Lumen’s prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Content from our Services; (xi) function as a service bureau and provide access to data generated from our Services without the prior written consent of Lumen; (xii) transfer and/or assign the User’s Account’s password, even temporarily, to a third party other than the User’s own personal caretaker for use in providing care to the User; (xiii) upload, display, convey and/or otherwise communicate to Lumen or to any Users, any information, imagery and other content which is proprietary information of any third party without such third party’s explicit consent; or (xv) use our Services for any illegal or unauthorized purpose.

9. User Generated Content

Certain features of the Services may permit Users to post and edit content, nickname, photographs (personal and food), fitness-related data, text, photos, report data gaps or errors and other types of works (collectively, “User Generated Content”) and to publish User Generated Content on the Services for display to other users or in some cases to the general public. Please ensure that when you use the Services, you respect the rights of others including any intellectual property, other proprietary rights and privacy rights of third parties who may have an interest or right in connection with the User Generated Content you upload and/or provide to Lumen or the Services. Lumen will not bear any liability for any loss, damage, cost, or expense suffered or incurred as a result of or in connection with uploading any User Generated Content. Some User Generated Content may only be contributed by you if you have created an Account or if you are a member of a Social Group.

We will not keep confidential any User Generated Content you choose to upload to our Services.

You are solely responsible for the accuracy and completeness of all User Generated Content uploaded by you.

You promise that you have (and will continue to have at all times) all the necessary licenses, rights, consents, and permissions necessary for you to upload to us and for us to display on our Services and Social Groups from the rightful owners of such User Generated Content and/or the subjects of such User Generated Content (e.g. individuals appearing in any photos uploaded by the User, if such subjects’ consent is required under applicable laws), and that such User Generated Content does not infringe any third party's intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights.

IT IS THE USER’S SOLE RESPONSIBILITY TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS, REGARDING THE POSTING OF ANY PERSONAL INFORMATION OF OTHERS WHICH IS PART OF THE USER GENERATED CONTENT, INCLUDING WITH RESPECT TO THE UPLOADING OF ANY PHOTOS, AND TO ADHERE TO ANY APPLICABLE STATE AND FEDERAL LAWS REGARDING SUCH INFORMATION.

You also promise that the User Generated Content that you post or upload will not include any: (i) spam, unsolicited promotions, advertising, contests or raffles;(ii) content which is unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offence under any law, or could give rise to civil liability or other lawsuit; or (v) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited User Generated Content do not constitute an exhaustive list.

Lumen is under no obligation to edit or control User Generated Content that you or other users post or publish and will not be in any way responsible or liable for User Generated Content. Although Lumen has no obligation to screen, edit or monitor any of the User Generated Content, Lumen explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any User Generated Content available on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Generated Content you post on the Services at your sole expense.

If notified by a User or content owner that User Generated Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Generated Content, which we reserve the right to do at any time and without notice. When you upload, post, publish or make available any User Generated Content on the Services, you grant to Lumen an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, fully sub- licensable and worldwide license, to use, reproduce, distribute, transmit, create derivative works of, display, copy, make available to the public and perform that User Generated Content, in connection with the Services, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future. Lumen shall not bear any liability for any use by any third party of the User Generated Content. In addition, you hereby explicitly waive any moral right you may have in and to the User Generated Content and forever waive and agree not to claim or assert any entitlement to any and all moral rights in any of the User Generated Content.

10. Privacy Policy

Lumen respects your privacy and is committed to protect the information you share with it. We believe that you have a right to know our practices regarding the information Lumen collects when you connect to, access or use our Services. Our policy and practices and the type of information collected are described in our Privacy Policy located at https://lumen.me/privacy-policy. If you choose to connect to, access or use our Services you have thereby also agreed to the Privacy Policy.

11. Purchase of the Lumen Device; Subscription to the Services

11.1.  Purchase of the Lumen Device. You agree to pay the purchase price for the Lumen Device we presented to you on our Website (“Purchase Price”). If you purchased the Lumen Device via our Website, you are entitled to return the Lumen Device within 30 days from the date of its purchase, and receive a refund, all subject to our Return and Refund Policy below.

11.2.  Choosing your subscription. In addition to the Purchase Price for the Lumen Device (“Purchase Price”) and in order to access and enjoy all Lumen Services, you must hold an active subscription (your “Subscription”).  The terms of your Subscription will depend on the particular subscription track you select to purchase, which determines the fees payable by you in consideration of your Subscription and access to the Lumen Services (“Subscription Fees”), as well as the initial term of your Subscription (“Initial Subscription Term”) and the term of any automatic renewals (“Renewal Term(s)”). 

11.3. Fees. Any payment terms presented to you in the applicable purchase process are deemed part of these Terms of Use and incorporated herein by reference. You may pay the Purchase Price and the Subscription Fees by credit card or one of the other options made available to you through our Website. Payments are processed by one of our third-party service providers and you agree that your use of such third-party services is subject to the relevant services’ terms of use and privacy policy. We are not responsible or liable for any liability arising from or in connection with your use of such third-party payment services. Unless otherwise set forth in a Subscription, Fees for the Services are subject to change and all applicable Subscription Fees shall be due and payable in advance at the start of the Initial Subscription Term and each Renewal Term.

11.4.  Activation, Renewal and Cancellation of your Subscription. Your Subscription begins in the earlier of (a) ten days from the purchase date of your subscription, or (b) your first access to the Lumen Services and activation. Your Subscription shall remain in effect for the entire duration of the Initial Subscription Term and will thereafter automatically renew for additional, successive Renewal Terms depending on the applicable subscription track you have chosen. Except as provided below under our Return and Refund Policy, Subscriptions are non-refundable. You may cancel your Subscription at any time during the Initial Subscription Term or the then-current Renewal Term, as applicable. To cancel your Subscription, please follow the instructions in your Account or contact us at support@lumen.me. The cancellation will take effect the day after the last day of the Initial Subscription Term or then-current Renewal Term (if any).

11.5.  Unless stated otherwise in any purchase process on our Website and subject to applicable law, Subscription Fees are non-refundable, except (as applicable) if you cancel the Subscription within the first 30 days after your purchase of the Lumen Device. If you decide to cancel your Subscription in accordance with our Terms, or in any inactive subscription state, you will be unable to enjoy the Lumen Services. You will, however, still be able to access the Services with respect to real-time metabolic measurements via the use of Lumen Device only.

11.6.  If you decide to cancel/not renew your Subscription in accordance with our Terms, or in any inactive subscription state, you will be unable to enjoy any part of the Lumen Services and be considered an unsubscribed user. Only unsubscribed Users who purchased their Lumen Device following July 30, 2023 will, however, still have limited access to the Lumen Services with respect to real-time metabolic measurements only via the use of Lumen Device for the life of the Lumen Device only.

12. Intellectual Property Rights

Lumen hereby grants you with a limited, personal, non-exclusive, terminable, non-assignable, non-sublicensable, time limited, non-transferrable license to use the Services subject to these Terms. Except for the limited right to access and use the Services as permitted hereunder, and except for ownership of the hardware component of the Lumen Device by purchasers of the Lumen Device, these Terms do not entitle you to any right in and/or to any of the Services, including without limitation the App, the Lumen Device, and/or the Website.

All references in these Terms to the purchase or sale of the Lumen App, Lumen Devices or of Services or any part thereof, shall include the sale, lease, licensing, rental, subscription or other transfer, conveyance or disposal of any product (including, for the removal of doubt, any related service; however the parties intend and agree that as the Lumen App, the Lumen Devices and/or Services include software (including, without limitation, any firmware) such software is not being sold, but shall only be licensed in accordance with the terms and conditions of these Terms.

Lumen’s marks and logo (whether or not registered) and all other proprietary identifiers used by Lumen in connection with the Services (the “Lumen Trademarks”) are all trademarks and/or trade names of Lumen, whether they are registered or not. All other trademarks, trade names, identifying marks and logos appearing in the Services belong to their rightful owners (“Third Party Trademarks”).

No right, license, or interest to Lumen Trademarks or Third Party Trademarks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Lumen’s Trademarks and therefore you will avoid using any of those marks unless such use was specifically authorized in the Terms.

Our Services, the Content and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the "look and feel" of our Services),specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered and all enhancements, modifications and derivatives thereof (collectively, “Intellectual Property”), are owned and/or licensed to Lumen and subject to copyright and other applicable intellectual property rights under your local laws, Israeli laws, foreign laws and international conventions. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Lumen or its licensors, including [®], copyright mark [©] or trademark [™] contained in or accompanying the Content included on the Website, and you represent and warrant that you will abide by all applicable laws in this respect.

13. Availability

Our Services availability and functionality depends on various factors, such as communication networks. Lumen does not warrant or guarantee that our Services will operate and/or be available at all times without disruption or interruption, or that it will be error-free.

14. Changes to Our Services

Lumen reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently our Services (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion. In addition, you hereby acknowledge that the content provided under our Services may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Lumen shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services or the content included in our Services.

15. Disclaimer and Warranties

LUMEN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE CONTENT AVAILABLE ON OUR SERVICES. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK.

LUMEN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF THE LUMEN DEVICE OR THE ACCURACY OF USER’S METABOLIC DATA.

YOU ASSUME FULL RESPONSIBILITY FOR ANY USE OF THE SERVICES NOT IN ACCORDANCE WITH LUMEN’S INSTRUCTIONS.

LUMEN SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IT WAS CAUSED CONSEQUENTLY OR IN CONNECTION WITH THE USE OF THE SERVICES, OR ANY OTHER INFORMATION EMERGING FROM USING THE SERVICE, WHETHER OR NOT LUMEN HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FUNCTION. LUMEN DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT AVAILABLE ON OUR SERVICES INCLUDING ANY SUGGESTIONS. THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK AND LUMEN SHALL HAVE NO LIABILITY RELATING TO SUCH USE. LUMEN DISCLAIMS RESPONSIBILITY FOR ANY AND ALL USER GENERATED CONTENT UPLOADED OR COMMUNICATED THROUGH THE SERVICES BY USERS.

LUMEN DOES NOT WARRANT THAT THE OPERATION OF OUR SERVICES IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS.

16. Limitation of Liability

IN NO EVENT SHALL LUMEN, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF OUR SERVICES, OR THE USE OR INABILITY TO USE OUR SERVICES, THE CONTENT, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF LUMEN TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF LUMEN BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER LUMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH JURISDICTIONS. SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR LUMEN’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF LUMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL LUMEN’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO LUMEN FOR YOUR USE OF THE SERVICE. IF YOU HAVE NOT MADE ANY PAYMENTS TO LUMEN FORTHE USE OF THE SERVICE OR IF NO PAYMENTS WERE MADE ON YOUR BEHALF, THEN LUMEN SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

17. Indemnification

You agree to defend, indemnify and hold harmless Lumen from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) made against or incurred by Lumen arising directly or indirectly from: (i) your use of our Services not in accordance with Lumen’s instructions; (ii) your violation of any term of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of our Services (including your violation of any third party rights); (iv) any claim for financial remedies or other compensations due to a decision that was taken or not taken or any action that was made or not made based on the Content, output or any other data resulting from the use of the Services; and (v) your violation of any applicable law or regulation.

18. Amendments to the Terms

Lumen may change the Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes of these Terms on the homepage of the Website and/or the App, or we may choose to send you an e-mail regarding such changes to the e-mail address that you provided during registration. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of our Services the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

19. Termination and Suspension of the Services

19.1. Your access rights to the Services shall expire upon expiration or termination of your Subscription, unless your Subscription has renewed for a Renewal Term in accordance with Section 11 (Subscription to the Services) above. Unless you notify us of your request to delete your Account information as specified in the Privacy Policy, we may maintain your inactive Account, including all data and reports therein, in order to allow you to easily reactivate your Account at a later date.

19.2. At any time, we may temporarily or permanently suspend, limit or block your access to our Services, at our sole discretion, in addition to any other remedies that may be available to us under any applicable law. We may take such actions if we reasonably believe that you have breached any of these Terms.

Additionally, we may, at any time and at our sole discretion, cease the operation of the Services or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that we do not assume any responsibility with respect to, or in connection with, the suspension or termination of our Services.

19.3. The provisions of Section 7 (User Representations and Undertakings), Section 8 (Use Restrictions), Section 10 (Privacy Policy, including the Privacy Policy referred to therein), Section 12 (Intellectual Property Rights), Section 13 (Availability), Section 15 (Disclaimer and Warranties), Section 16 (Limitation of Liability), Section 17 (Indemnification), Section 19 (Termination of the Service), and Section 23 (General), and all other provisions that by their nature are intended to survive shall survive the termination or expiration of these Terms.

20. Platform Providers

By downloading the App from a third-party mobile application marketplace (e.g. AppStore), a service provider or distributor (“App Providers”), your use of the App may also be subject to the rules of use of the App Providers (“Rules of Use”). Note that the Rules of Use may apply to you, and it is your responsibility to determine whether and to what extent the Rules of Use apply to you. You agree to meet all the Rules of Use of the App Providers that apply to you.

Such App Providers are independent from the Service. You hereby acknowledge that Lumen has no control over such App Providers, and further acknowledge and agree that Lumen is not responsible for the availability of App Providers, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such App Providers.

21. Misconduct and Copyright Agent

We care for your safety and well-being. If you believe a User acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behavior or content, please report immediately such person to the appropriate authorities and to us.

We respect the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to the Lumen’s Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of in fringing activity and that is to be removed or access to which is to be disabled and information sufficient to permit Lumen to locate the material (including URL address or screen capture of such infringing activity); (iv) information so that Lumen can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copy right owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, you are the copy right owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Lumen’s Copyright Agent can be reached at support@lumen.me.

22. Special Offers, Promotions and Programs

22.1. From time to time, Lumen may make certain special offers, promotions and programs available to you in connection with the Services (“Special Offers”). If you elect to participate in any Special Offers, you will be subject to the additional terms and conditions as provided below with regard to such Special Offers, as applicable.

The following Special Offers are effective solely during the applicable Special Offers period (“Offer Period”) denoted herein (if any) and will terminate automatically thereafter without further notice. Special Offers not expressly limited by an Offer Period shall remain effective until otherwise withdrawn by Lumen.

22.2. Gift Card

22.2.1. By purchasing, redeeming or accepting a Lumen gift card (“Gift Card”) you are agreeing to the Terms.

Gift Cards are only available for purchase in eligible countries and can be redeemed only once. Notwithstanding anything contained in these Terms, Gift Cards are not returnable or refundable for cash except in states where required by law. Resale of Gift Cards is strictly prohibited. Any purchase made using gift cards is final, non-returnable and non-refundable and is not subject to any 30-day or other money-back guarantee.

22.2.2. Gift Cards may be used as personal or business gifts but may not be used in connection with any marketing, advertising or other promotional activities (including without limitation via websites, internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, and radio and television broadcasts).

22.2.3. By purchasing a Gift Card, you are certifying and representing that the activities in connection with which the Gift Card will be used will comply with these Terms and all applicable laws, rules and regulations, and that the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers or us. 

22.2.4. Gift Cards cannot be used in conjunction with any other discount codes, including Referral Discounts (as defined below).

22.2.5. The risk of loss and title for Gift Cards passes to the purchaser upon Lumen electronic transmission of the Gift Card to the purchaser or designated recipient. Lumen is not responsible if any Gift Card is lost, stolen or used without your permission.

22.2.6. To the extent permitted by the applicable law, Gift Cards shall expire within five (5) years after purchase. 

22.2.7. Supply is subject to availability at the time of order, which may cause delays in delivery.

22.3. Referral Discounts

22.3.1. Each User holding a paid Subscription to the Lumen Services (“Referring User”) will be able to refer friends (“Referred User”) directly through the Lumen App by accessing the “Refer Friends” feature (each a “Referral”).

22.3.2. The Referred User will receive a one-time discount of USD $100 on the applicable retail price when purchasing a new Subscription to the Lumen Services (the “$100 Discount”). This discount applies only to the Referred User’s first purchase of one of our subscription packages.

A Referral will be considered as successful only if the Referred User maintains an active Subscription for the Lumen Services for more than 30 days (“Successful Referral”). 

The $100 Discount shall apply only to the first Successful Referrals referred by the Referring User.

22.3.3.  The discount received by the Referred User applies only to the cost of a new Subscription plan purchased by such Referred User and not to any other product, service or Special Offers made available by Lumen through the Services.

22.3.4.  Discounts offered hereunder are effective only as long as the original underlying subscription packages are made available by Lumen. Lumen reserves the right to change or discontinue any subscription package offered through the Services at any time. If Lumen changes or discontinues a subscription package then held by a Referring User that is entitled, in accordance with the terms of this Sales Referral Program, to a Lifetime Discount, the applicable Lifetime Discount may be subject to change, and Lumen reserves the right to transfer and apply such discount to the Referring User’s new package or to modify or terminate such discount in its absolute discretion.

23. General

These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Service or use of the Service will be governed by and interpreted in accordance with the applicable laws as described herein. Any dispute arising out of or related to your use of the Website and/or the Service will be brought in, and you hereby consent to the exclusive jurisdictions and venues of the following competent courts and under the following governing law:

a) If your primary residence is in the USA, the law governing the relationship between you and Lumen and the exclusive jurisdiction shall be: the laws of the state of New York and the city of New York (respectively);
b) If your primary residence is in Europe, the law governing the relationship between you and Lumen and the exclusive jurisdiction shall be: the laws of England and Wales and the city of London (respectively);
c) If your primary residence is in Israel or in any other territory not mentioned in a) or b) above, the law governing the relationship between you and Lumen and the exclusive jurisdiction shall be: the laws of the State of Israel and the city of Tel Aviv.

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Lumen's prior express written consent. 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. 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. These Terms are the entire terms and conditions between you and Lumen relating to the subject matter herein and supersedes any and all prior or contempt or otherwise written or oral agreements or understandings between you and Lumen. Notices to you may be made via email or regular mail. Our Services may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

24. Contact

If you have any questions (or comments) concerning the Terms or the Service, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: support@lumen.me.

By contacting us, you represent that you are free to do so and that you will not knowingly provide Lumen with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to Lumen, and Lumen may use or refrain from using any such information at its sole discretion.

ORDER, RETURN AND REFUND POLICY

1. Services Description

The Lumen Services are comprised of the Lumen Device and the Lumen App. The Lumen Device measures your metabolism by analyzing the composition of your breath and the Lumen App provides you with insights and input with respect to such measurements. Through the Website, at lumen.me/shop, we offer you to subscribe the Lumen Services and other accessories or auxiliary services and products, at a price presented to you at the time you complete the purchase through the Website or through the Lumen App (as applicable).

We may occasionally change the prices of the Lumen Services Subscriptions at our sole discretion.

2. Order, Shipment and Delivery

You must be a minimum age of 18 years of age to submit an order for a Subscription to the Lumen Services. In case the order is made for a child under the age of 18 years of age, such order is at its parent's or legal guardian's responsibility. Payment shall be made through the Website in accordance with our terms of use. Delivery of orders will be made to the address that appears on your order within a reasonable time, however, there may be delays due to external factors. Supply is subject to availability at the time of order. The time of delivery can vary depending on the destination. Shipping costs will be added to the purchase price and charged either by Lumen or our third-party shipping services providers, as displayed to you up on ordering. Please note that additional local taxes may be applied to shipments to certain locations depending on your requested location for delivery.

We will not refund or exchange Lumen Devices that were shipped to an inaccurately inputted address. Shipping claims must be made within 45 days from the date of the shipping.

3. One (1) Year Warranty Policy

Lumen warrants that the Lumen Device will materially conform to its specifications as provided to you in writing upon your purchase and that it will be free of material defects in materials and workmanship for the duration of one (1) year from the date that Lumen Device was delivered to you or to your address, as documented by the applicable shipping and delivery agent. This warranty specifically excludes damage caused from mishandling of the Lumen Device and any other damage caused as a result of a user’s non-compliance with the Lumen Terms of Use or otherwise from any incautious use (e.g., water damage or dropping it). To exercise the above stated warranty, you must first contact Lumen at support@lumen.me with a description of the warranty event and a proof of purchase. Once Lumen confirms in writing that your Lumen Device is covered under this warranty policy, you will be required to send the defective or damaged Lumen Device to Lumen or according to Lumen’s instructions, and such device will be either fixed or replaced. The warranty for the replaced or fixed products shall be for the period of warranty remaining to your one (1) year warranty with respect to the original product. Lumen shall bear the malfunctioning and replacement Lumen Devices’ shipping costs that are associated with exercise of the warranty provided hereunder. Depending on where you live, the time it may take for your exchanged or replaced Lumen Device to reach you, may vary.

4. Return and Refund Policy

You may cancel, return and receive a refund for your purchase of the Lumen Device on our Website if you notify us of such cancellation by e-mail to support@lumen.me within 30 days of date after your purchase of the Lumen Device, as documented by a receipt or other proof of purchase (the “Cancellation Period”). In order to exercise such right of cancellation, you must (i) notify us of cancellation within the Cancellation Period;(ii) return the Lumen Device to Lumen address (or as otherwise directed by Lumen) at your own cost within 30 days of your written notice of return, and (iii) your item must be returned to Lumen in the same condition that you received it. It must also be in the original packaging, include all materials that came in the packaging and have the charging dock and cable. Once the above has been completed, Lumen will provide a refund of the Purchase Price you have paid. In any event shipping costs borne by User for products which have already been shipped to User, will not be reimbursed or refunded. You should consider using a trackable shipping service or purchasing shipping insurance to ensure the returned Lumen Device is not lost during delivery to Lumen. We do our best to make returns and exchanges as simple as possible. If you are entitled to a refund in accordance with the above, your refund will be processed, subject to your notification of said return to support@lumen.me and a credit will be applied to your credit your original payment method by a support representative.