End User License Agreement
NARBIS END USER LICENSE AGREEMENT
PLEASE REVIEW THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. THIS EULA IS A BINDING LEGAL AGREEMENT BETWEEN DGV INC. AND/OR ITS AFFILIATES (“DGV AND YOU AND, IF APPLICABLE, THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, “YOU“) REGARDING THE SOFTWARE THAT YOU ARE INSTALLING, DOWNLOADING, COPYING, ACCESSING OR USING (INCLUDING ANY FUTURE UPDATES, UPGRADES OR VERSIONS OF THE SOFTWARE) (COLLECTIVELY, THE “SOFTWARE“), AND ANY ASSOCIATED DGV SERVICES AND ACCOMPANYING DOCUMENTS, INFORMATION, MANUALS OR OTHER RELATED MATERIALS PROVIDED BY DGV AS PART OF, OR IN CONNECTION WITH THE SOFTWARE.
THE SOFTWARE AND THE SERVICES ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE USED FOR ANY OTHER PURPOSE, INCLUDING MEDICAL OR DIAGNOSTIC-RELATED PURPOSES.
THE SOFTWARE, USER INFORMATION, USER INTERFACE, SUPPORT, COMMUNICATION AND AGREEMENT, ARE ONLY PROVIDED IN ENGLISH. DO NOT USE NARBIS UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND ENGLISH. FURTHER, DO NOT INSTALL, DOWNLOAD OR USE THIS SOFTWARE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS AGREEMENT.
BY INSTALLING, DOWNLOADING, COPYING, ACCESSING OR USING THE SOFTWARE, OR OTHERWISE ACCEPTING THIS EULA, OR ‘CLICKING’ ACCEPT (IF APPLICABLE), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT UNDERSTAND OR AGREE, YOU MUST NOT INSTALL, DOWNLOAD, COPY, ACCESS OR USE THE SOFTWARE.
1. LICENSE GRANT AND RESTRICTIONS.
1. License Grant. DGV grants you a limited, personal, non-transferable, non-sub-licensable, and non-exclusive license to install and use a single copy of the Software for your information and non-commercial use as part of the product or hardware supplied by or on behalf of DGV in which the Software is contained or for which it is provided, together with any applicable DGV Services (the “License”).
2. Restrictions Including User-Generated Content.
a. With respect to the Software and DGV Services, you will not (and will not allow any third party to): (a) exceed the scope and purpose of the License grant above; (b) remove or alter any copyright notice or any other notices, (c) modify or create derivative works; (d) reverse engineer or attempt to discover any source code or underlying ideas or algorithms; (d) provide, lease, lend, sublicense, use for timesharing or otherwise use or allow the use of it for the benefit of any third party (including minors, if applicable) unless you take full responsibility for ensuring that its use by anyone else will comply with the terms of this EULA; or (e) use, or allow the use, transfer, transmission, export, or re-export of it or portion thereof in violation of any export control laws or regulations, or in violation of any laws or regulations.
b. For the purposes of this EULA, “User Generated Content” means any text, feedback, ideas, suggestions, documents, proposals, photographs or other data and information you or anyone acting on your behalf submits to DGV including, without limitation, through online and mobile services made available by or on behalf of DGV from time to time including, but not limited to, certain websites, widgets, computer programs, platforms, and mobile applications (collectively, the “DGV Services”). You represent that your User Generated Content: (a) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (b) will not violate any law, statute, ordinance or regulation; (c) will not be obscene or contain child pornography; and (d) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.
c. You agree to indemnify, hold harmless and defend DGV and its licensors from and against any claims or suits, including attorneys’ fees and expenses, which arise or result from any breach of this EULA by you or by another who has access to or use of the Software, DGV Services or User Generated Content through you.
3. License Grant – Personally Identifiable User Generated Data. For the purposes of this EULA, “Personally Identifiable User Generated Data” means User Generated Content that identifies you and is considered personal information in accordance with applicable privacy and data protection laws. For clarity, Personally Identifiable User Generated Data does not include de-identified and/or aggregated information. You own your Personally Identifiable User Generated Data; DGV can’t use it without your consent. You grant to DGV a revocable, non-exclusive, worldwide, royalty-free license, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use Personally Identifiable User Generated Data in any manner and at any time only so far as required to deliver Software, DGV products and DGV Services. You waive any rights of publicity, moral or other similar such right with respect to Personally Identifiable User Generated Data while used in accordance with the preceding sentence.
4. License Grant – Non-Personally Identifiable User Generated Data. For the purposes of this EULA, “Non-Personally Identifiable User Generated Data” means all User Generated Content except for Personally Identifiable User Generated Data. You grant to DGV a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit Non-Personally Identifiable User Generated Data in any manner and at any time. You waive any rights of publicity, moral or other similar such right with respect to the Non-Personally Identifiable User Generated Data that might require your permission for DGV to use such Non-Personally Identifiable User Generated Data.
5. Intellectual Property. The Software and DGV Services are protected by copyright laws, international copyright, patents, trademarks, trade secrets and other intellectual property rights. As between you and DGV, DGV retains all right, title, interest, ownership and intellectual property rights in and to the Software and DGV Services. The License confers no title or ownership in the Software or DGV Services and is not a sale of any rights in the Software or DGV Services. The License does not grant you any right to any enhancement or update to the Software and DGV Services. DGV reserves any and all rights not expressly granted to you. The Software and/or DGV Services may incorporate third party intellectual property or open source code.
6. Permitted Age. You represent and warrant that: a) you are of legal age to form a binding contract with DGV, and b) are not barred from accessing the Software or DGV Services under the laws of the United States, Canada, or other applicable jurisdiction, including the country in which you reside or from where you download, install, copy, access or use the Software or DGV Services. By accepting this EULA you represent that you understand and agree to the foregoing.
7. For Information Purposes Only. Content generated or found through DGV Services, Software or DGV products is for informational purposes only and is not intended to replace the relationship between you and your physician, healthcare provider or other professional you are working with (collectively, “Professional”). DGV’s NARBIS smart glasses is not a medical device and DGV is not a licensed medical or healthcare provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind. Further, you understand that any information generated from DGV Services, Software or DGV products is not medical information and you will ensure that medical information or other personal health information is not uploaded to DGV Services or Software or DGV products. You assume all liability for any medical or health information that is created or stored or uploaded on DGV Services, Software or DGV products, and you agree to fully indemnify and hold DGV harmless from any liability, expense, suit, action or claim (including regulatory proceedings) related to your breach of this EULA including without limitation, any liability, expense, suit, action or claim that arises through your use of DGV Services, Software or DGV products.
8. Physical Symptoms. In rare cases, some people experience seizures or blackouts due to exposure to flashing lights or patterns created by the display of certain applications on virtual reality headsets, mobile, or other such similar devices.. If you have experienced seizures or blackouts with such technology applications in the past, or have experienced any nausea, involuntary movements, tingling, numbness, or vision issues while using such devices in the past, you should consult with your doctor before using similar applications such as the Narbis product and should immediately cease all such use of such applications should the symptoms re-occur. In any event you should avoid prolonged use of such applications to minimize any possible discomfort or fatigue, including any muscle, joint or eye strain and should closely monitor use of technology to avoid possible problems.
2. TERMINATION. This EULA is effective until terminated. You may terminate this EULA at any time by uninstalling the Software and destroying all copies of the Software in your possession or control and ceasing to use all associated DGV Services. DGV may terminate this EULA immediately upon notice to you for any or no reason. The EULA will terminate immediately without notice from DGV if you fail to comply with any provision of this EULA (including breach for nonpayment, if applicable). Upon termination of this EULA, you agree to immediately uninstall the Software and destroy all copies of the Software and cease using all associated DGV Services.
3. LIMITED WARRANTIES BY DGV.
1. Statutory Protections. THE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS AND/OR THE LIMITATION OR EXCLUSION OF LIABILITY EITHER IN CONTRACTS OR IF YOU ARE A CONSUMER, AND AS SUCH, SOME OR ALL OF THESE EXCLUSIONS MAY NOT APPLY TO YOU, IN WHICH CASE THIS AGREEMENT DOES NOT AFFECT YOUR STATUTORY RIGHTS.
2. Limited Warranty. DGV DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. THE SOFTWARE AND DGV SERVICES ARE PROVIDED “AS IS” AND DGV DISCLAIMS ALL GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DGV SERVICES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
3. Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM DGV’S GROSS NEGLIGENCE, DGV, ITS SERVICE PROVIDERS AND ITS LICENSORS SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS ARISING FROM OR RELATED TO: (a) THE INSTALLATION, DOWNLOAD, COPYING, ACCESS TO OR USE OF THE SOFTWARE OR THE ACCESS TO OR USE OF ANY DGV SERVICE(S); OR (b) THE INABILITY TO USE OR THE NON-PERFORMANCE OF THE SOFTWARE OR ANY DGV SERVICE(S), IN ALL CASES WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF DGV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DGV, ITS LICENSORS AND SERVICE PROVIDERS EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE, OR THE APPLICABLE DGV SERVICE, IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM UNDER THIS EULA.
4. Basis of the Bargain; Exclusions. The disclaimers of warranties and limitations of liability set forth above are fundamental elements of the basis of the agreement between you and DGV. You understand and agree that DGV would not be able to economically or reasonably provide the Software or the DGV Services to you without these limitations.
1. Governing Law. Unless stated otherwise below, this EULA will be governed and construed in accordance with the laws of Pennsylvania, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Pennsylvania or New York, at DGV’s discretion.
a. The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.
3. Language. If this EULA is translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail (http://www.NARBIS.com/legal
4. Changes to EULA. DGV may change the terms and conditions of this EULA at any time and recommends that you review them on a regular basis. You can review the most current version of this EULA at: http://www.NARBIS.com/legal or through the DGV Services. If DGV makes a change to the terms, it will post the revised version at the link above. You agree that your continued use of the Software after this EULA has been changed means that you have agreed to the changed terms.
6. Entire Agreement; Amendment. This EULA is the entire agreement with respect to the Software and DGV Services and supersedes any other agreements or discussions, oral or written.
7. Interpretation. If any provision, clause or term of this EULA is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of that provision, clause or term will not affect the validity or enforceability of the remaining provisions, clauses and terms or the validity or enforceability of that provision, clause or term in any other jurisdiction. If any provision of this EULA is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provisions shall be severed from the EULA for the purposes of that jurisdiction and the other provisions shall remain in full force and effect. No waiver by either party of a breach or omission by the other party to this EULA will be binding on the waiving party unless it is expressly made in writing by the waiving party.
Survival. The provisions of this EULA that under a commercially reasonable interpretation reveal that the parties would have such provisions survive the termination of this EULA, including without limitation, Sections 1.2, 1.3, 1.4, 1.5, 1.7, 1.8, 1.9, 2, 3, and 4 will survive the termination of this EULA.
8. If you want any information about the Software or DGV Services, you may consult the user documentation that is provided with the Software or DGV Services. If you wish to request customer support from DGV for the Software or an DGV Service, or if you wish to provide Feedback about the Software or DGV Services to DGV, you may do so by contacting DGV at http://www.NARBIS.com/contact or at DGV Inc. Ambler Yards, 300 Brookside Ave, Building 43, Ambler, PA 19002
THIS EULA WAS LAST UPDATED ON OCTOBER 19, 2019
Terms of Sale – Hardware
TERMS OF SALE – GENERAL SALES AND PROFESSIONALS PROGRAM
BY CLICKING ON THE BUTTON TO SUBMIT AN ORDER, OR BY OTHERWISE CONTINUING WITH A PURCHASE/LICENSE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT UNDERSTAND OR AGREE WITH THE TERMS, YOU MUST NOT CLICK THE BUTTON TO SUBMIT AN ORDER OR OTHERWISE PROCEED WITH THE PURCHASE/LICENSE.
1. NARBIS SOFTWARE IS FOR INFORMATION PURPOSES ONLY
THE SOFTWARE AND SERVICES ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE USED FOR ANY OTHER PURPOSE, INCLUDING MEDICAL OR DIAGNOSTIC-RELATED PURPOSES.
THE SOFTWARE, USER INFORMATION, USER INTERFACE, SUPPORT, COMMUNICATION AND AGREEMENT, ARE ONLY BE PROVIDED IN CERTAIN LANGUAGES. DO NOT USE THE NARBIS OR OTHER DGV PRODUCTS, UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND ENGLISH. FURTHER, DO NOT INSTALL, DOWNLOAD OR USE THIS SOFTWARE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS AGREEMENT.
a. Application. These Terms will apply to all orders placed by you, or as otherwise referenced in a written agreement between you and DGV. You acknowledge that the information contained on the Site may contain technical inaccuracies or typographical errors. The Site, all content available on or through the Site, and all related communications are provided on an “AS IS” basis. DGV makes no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information contained on or through the Site.
b. Requirements. To place an order, you must:
i. provide up-to-date, complete and accurate registration information as requested by DGV on the Site, which may include, without limitation, your first and last name, institution name, mailing address, phone number and email address;
ii. provide up-to-date, complete and accurate payment information (for example, credit card information for a credit card that is valid and legally registered to you);
iii. be at all times in compliance with these Terms and applicable law including, without limitation, the requirement to be of the age of majority in your jurisdiction; and
c. Accuracy. You specifically agree that DGV may rely on the accuracy of the information you provide to DGV), and that DGV will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to DGV.
d. General Sales are End User Sales Only. All Products available through the Site for general sale are intended for end user customers only. You may not purchase Products for resale, and DGV reserves the right to refuse or cancel your order or to deny you any return rights, if we suspect you are not complying with these terms and conditions.
e. We reserve the right to refuse or cancel your order, or to deny you any return rights, if we suspect you are not complying with these terms and conditions. You will ensure that you and any anyone representing you: (i) does not participate in any threatening, deceptive, tortious, offensive, misleading, obscene, illegal, or unethical practices that may be detrimental to DGV or to any DGV products and/or services; (ii) only make representations about DGV and DGV products and/or services that are fair and accurate; (iii) does not make any representations, warranties, or guarantees to end users concerning any DGV products and/or services without DGV’s prior express written authorization; (iv) comply at all times with all applicable federal, state,and local laws and regulations including, without limitation, those relating to tax, foreign exchange, anti-corruption, transfer of money, marketing, consumer protection, data protection, anti-mafia, organized crime, anti-terrorism or maintenance of public order; (v) does not sell refurbished or used DGV products, or any parts or materials associated therewith, in whole or in part; (vi) does not engage in business practices, promotions or advertising which may be injurious to the reputation or business goodwill of DGV and/or its affiliates; (vii) upon receiving notice of removal of a product, forthwith stop marketing and distribution of DGV products specified in such notice; (viii) does not modify any DGV products or replace any software on any DGV product or modify any point of sale packaging; and (ix) does not use any DGV marks (including, without limitation, as part of any press releases, products, services, domain name, company name, marketing, and/or promotional materials) without DGV’s prior express written authorization and in compliance with the DGV Branding Guidelines (which you must obtain from DGV).
3. DELIVERY AND SHIPPING
a. Acceptance Required. All orders are subject to acceptance by DGV, and any rejection of an order will be made in DGV’s sole discretion, regardless of whether the order was confirmed through the Site or otherwise. If you have been charged for an order that is subsequently rejected by DGV, DGV will refund the amount of that order.
b. Delivery Requirements. DGV will make commercially reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement. DGV will therefore not be liable in any way for any delay or damage arising from DGV’s failure to meet your delivery requirements or any specified delivery dates.
c. Check Order. You are responsible for examining all shipments promptly upon receipt. If you discover any shortages or incorrect products in the shipment, you must notify DGV immediately. Please check the order carefully, as no claim for shortages or deficiencies will be accepted by DGV after five (5) days from delivery of the products.
4. PRICING AND PAYMENT
a. Currency. If the currency for your purchase is not expressly stated, then the prices are in US dollars.
b. Prices. DGV reserves the right to change its standard prices without notice. Prices are exclusive of, and you will pay: (a) all applicable federal, state, and local taxes
c. Rejected Payments. Where your payment is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing. Interest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your payment was rejected. DGV may, in its sole discretion, delay shipment of, or cancel, your order where your payment is rejected.
5. TITLE, INTELLECTUAL PROPERTY, USE RESTRICTIONS AND LICENSE GRANTS
a. Title to Products. Title to any Products and any other products bought by you will pass to you upon your full payment for such Product in accordance with Section 4 (Pricing and Payment).
b. Title to Software. Notwithstanding the foregoing, title to software will not pass to you, and you are hereby put on notice that your use of any DGV software supplied to you is governed by and subject to the EULA as provided to you with the software or otherwise located at http://www.NARBIS.com/legal. The EULA may be included as a file with the software that you download for use with hardware acquired under this Agreement. Use of any third party software will be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.
c. Intellectual Property Rights. You do not acquire any intellectual property or other proprietary rights under these Terms including, without limitation, any right, title or interest in and to patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to any DGV products, software and/or services, or any part thereof. Your only rights in relation to DGV products, software and/or services, or any part thereof, will be those rights expressly licensed or granted to you under these Terms or in another separate written agreement between you and DGV. Any rights not expressly granted under these Terms are reserved.
d. Restrictions/Representations. Except to the extent expressly agreed upon in writing by you and DGV, you will not (and will not allow any third party to): (a) use Product for any purpose other than as authorized under these Terms, or use any associated software for any purpose other than as authorized under the applicable end user license agreement for the particular software; (b) remove or alter any copyright notice or any other notices that appear on Product or the associated software, or modify or create derivative works thereof; (c) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of Product or any associated software; (d) provide, lease, lend, sublicense, use for timesharing or otherwise use or allow the use of Product or the associated software for the benefit of any third party (other than Authorized Purchasers in relation to purchases/licenses under DGV’s Professionals Program only); or (e) use any Product or any associated software in violation of any laws or regulations, or use, transfer, transmission, export, or re-export of Product or any associated software or portion thereof in violation of any export control laws or regulations.
e. User Generated Content. For the purposes of these Terms, “User Generated Content” means any text, feedback, ideas, suggestions, documents, proposals, photographs or other data and information you, Authorized Purchasers (in relation to purchases/licenses under DGV’s Professionals Program only), or anyone acting on your behalf submits through the online and mobile services made available by DGV from time-to-time including, but not limited to, certain websites including the any Site, widgets, computer programs and mobile applications hosted by or on behalf of DGV (collectively, the “DGV Services”). You represent that your User Generated Content will not: (a) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (b) violate any law, statute, ordinance or regulation; (c) be obscene or contain child pornography; and (d) be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate. You agree to indemnify, hold harmless and defend DGV and DGV’s affiliates, service providers and licensors from and against any claims or suits including, without limitation, attorney fees and expenses, which arise or result from any breach of this Section by you or by another who has access to or use of Product, DGV Services, or User-Generated Content through you or products purchased through you.
f. Third Party Equipment, Software and Services. You are responsible for the selection, implementation, and performance of any and all third party equipment, software and services used in connection with Products, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of Products and any equipment, services or software used in conjunction with Product.
g. Permitted Age. DGV Services, software and products should only be used by individuals aged 6 years or older (“Permitted Age”). If the user is of the Permitted Age or older but under the age of majority in the jurisdiction in which the user is domiciled, the user should review these Terms and the applicable end user license agreements for any software with the user’s parent or guardian to make sure that the parent or guardian understands these Terms and the applicable end user license agreements.
h. Informational Purposes Only. Content generated or found through DGV Services or products is for informational purposes only and is not intended to replace the relationship between you and your physician or other health-care provider. DGV is not a licensed medical or health-care provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind.
i. Reseller of Third Party Products. If DGV is reselling any Third Party Products to you pursuant to these Terms, DGV will pass through to you any transferable warranties and indemnities provided to DGV by the provider of the Third Party Products including, without limitation, any warranties for the products and indemnities for intellectual property infringement. To the extent permitted by law, in connection with Third Party Products, notwithstanding anything to the contrary, DGV provides no indemnities and makes no other warranty, express or implied including, without limitation, warranty of merchantability, fitness for purpose or non-infringement. For the purposes of these Terms, “Third Party Product(s)” means any software, application, technology, standard or specification, product or service developed by or on behalf of a third party including, without limitation.
a. Design. DGV reserves the right to make changes in the design of Product and/or other DGV Services and/or any associated software without the obligation to make equivalent changes to products that have previously been supplied to you.
b. Orders. Except as expressly set forth in these Terms, you will not be entitled to change or cancel any order that has previously been accepted by DGV without the prior written agreement of DGV. You shall not be entitled to any refund, except to the extent expressly stated in this Agreement.
7. LIMITED WARRANTIES, EXCLUSIONS AND SUPPORT BY DGV
a. Statutory Protections. THE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS AND/OR THE LIMITATION OR EXCLUSION OF LIABILITY EITHER IN CONTRACTS OR IF YOU ARE A CONSUMER, AND AS SUCH, SOME OR ALL OF THESE EXCLUSIONS MAY NOT APPLY TO YOU, IN WHICH CASE THESE TERMS DO NOT AFFECT YOUR STATUTORY RIGHTS.
b. Limited Warranty. DGV and/or its affiliates have provided you with a limited warranty (which can be found athttp://www.NARBIS.com/legal) relating to defects in materials or workmanship for the NARBIS smart glasses. This limited warranty sets out certain situations when DGV and/or its affiliates will, or will not, provide a remedy for the NARBIS smart glasses. You may have legal (statutory) rights that are in addition to those set out in the limited warranty (such as consumer laws in the country in which you live) (“Consumer Rights”). None of your Consumer Rights are limited or excluded. You must follow DGV’s return process described in the limited warranty in order to make a claim under the limited warranty.
EXCEPT TO THE EXTENT EXPRESSLY SET OUT IN THE LIMITED WARRANTY, NARBIS SMART GLASSESs AND ANY OTHER PRODUCTS/SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS ARE PROVIDED “AS IS AND WITH ALL FAULTS” AND DGV DISCLAIMS ALL GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO NARBIS AND ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS INCLUDING, BUT NOT LIMITED TO: (A) THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF THIRD PARTY RIGHTS; (B) PROVISION, DELAY OF OR FAILURE TO PROVIDE SUPPORT OR SERVICES, INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE NARBIS SMART GLASSESS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS OR OTHERWISE ARISING OUT OF THE USE OF THE NARBIS SMART GLASSES AND/OR ANY OTHER PRODUCTS OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; (C) THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; AND/OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
c. Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM DGV’S GROSS NEGLIGENCE, DGV AND DGV’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OF PRODUCTS OR SERVICES OR FUNCTIONALITY, BUSINESS INTERRUPTION, LOSS, INACCURACY, INTERRUPTION OR CORRUPTION OF INFORMATION (INCLUDING DATA OR OTHER PECUNIARY LOSS)) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS INCLUDING, WITHOUT LIMITATION, ARISING FROM OR RELATED TO: (a) USE OF NARBIS SMART GLASSESS AND/OR ANY OTHER PRODUCT AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; OR (b) THE INABILITY TO USE OR THE NON-PERFORMANCE OF NARBIS SMART GLASSESS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS, IN ALL CASES WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF DGV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DGV AND DGV’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS EXCEED THE NET PURCHASE PRICE PAID BY YOU TO DGV FOR AFFECTED PRODUCTS AND SERVICES ACQUIRED BY YOU UNDER THESE TERMS IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
d. Basis of the Bargain; Exclusions. The disclaimers of warranties and limitations of liability set forth above are fundamental elements of the basis of the agreement between you and DGV. You understand and agree that DGV would not be able to economically or reasonably provide the products and services to you without these limitations.
e. Support. DGV will not be obligated to provide any support or maintenance services for NARBIS smart glasses and any other products and services unless otherwise expressly agreed upon in writing by you and DGV. However, this provision does not relieve DGV of its warranty obligations described in Section 7.b. (Limited Warranty).
8. CANCELLATION AND TERMINATION
a. Termination Rights. DGV may terminate these Terms upon notice to you, and may also stop any products in transit to you and suspend the delivery of products and/or services to you, without penalty, if you: (a) fail to make any payment due under these Terms; or (b) commit a breach of these Terms (other than payment) and fail to remedy such breach within thirty (30) days of receiving notice of such breach.
b. Effect of Termination. Upon termination of these Terms for your breach: (a) all of DGV’s performance obligations hereunder will immediately cease, (b) your license to use any software provided to you hereunder will immediately cease, and you will either return all such software to DGV or confirm, upon request from DGV, that such software has been destroyed and (c) any payments then due to DGV become immediately payable in full.
9. ACCOUNTS AND USER CONDUCT
a. Third-party Service Provider. In certain regions or for certain products, a third-party service provider may fulfill orders made on DGV’s online store. In such regions, the terms and conditions contained in these Terms will still apply.
b. Product Information. Please refer to product safety and regulatory information and trademark attribution statements located at http://www.NARBIS.com/legal.
d. Interpretation. If any provision, clause or term of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of that provision, clause or term will not affect the validity or enforceability of the remaining provisions, clauses and terms or the validity or enforceability of that provision, clause or term in any other jurisdiction. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provisions shall be severed from the Terms for the purposes of that jurisdiction and the other provisions shall remain in full force and effect. No waiver by either party of a breach or omission by the other party under these Terms will be binding on the waiving party unless it is expressly made in writing and signed by the waiving party.
e. Governing Law. Unless stated otherwise below, these Terms, and all Product requirements, will be governed by, and construed in accordance with, the laws of PENNSYLVANIA, or New York, USA, at the DGV’s discretion and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of PENNSYLVANIA or New York, USA
f. The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.
g. Survival. The provisions of these Terms that under a commercially reasonable interpretation reveal that the parties likely would have such provisions survive termination or expiration of these Terms including, without limitation, Sections 5, 6, 7, 8, 9 and 10 will survive the termination or expiration of this Terms.
Contact. If you have any questions or inquiries regarding these Terms or any order or purchase, please contact DGV through http://www.NARBIS.com/contact or Ambler Yards, 300 Brookside Ave, Building 43, Ambler, PA 19002
h. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive or personal information in your e-mail correspondence with DGV.
i. Language. If these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.
j. Electronic Communications. For contractual purposes, you consent to receive communications electronically from DGV and you agree that all agreements, notices, disclosures and other communications that DGV provides to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights related to electronic communications.
k. Entire Agreement. These Terms constitute the entire agreement between the parties and supersedes all previous agreements relating to the subject matter hereof. These Terms may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties.
These Terms were last updated on OCTOBER 19TH, 2019.
Terms of Service
NARBIS SUBSCRIPTION SERVICE TERMS
Last Updated – April 1, 2019
PLEASE CAREFULLY REVIEW these NARBIS Subscription Service Terms (the “Terms”). The Terms are a binding legal agreement between DGV Inc. and/or its Affiliates (“DGV”, “we” or “us”), an Ontario Canada corporation located at Ambler Yards, 300 Brookside Ave, Building 43, Ambler, PA 19002
and you or, if applicable, the company, institution or other legal entity you represent (collectively, “you”, “your”). You and DGV are each a “Party” and collectively the “Parties”. If you are a company, institution or other legal entity, you may permit Authorized Users to access and use the NARBIS Services in compliance with these Terms.
NARBIS SERVICES ARE ONLY PROVIDED IN ENGLISH ONLY. DO NOT REGISTER FOR, ACCESS OR USE ANY NARBIS SERVICE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS LANGUAGE.
ACKNOWLEDGMENT OF TERMS OF SERVICE:
By accessing or using a NARBIS Service you agree to be bound by these Terms. By registering for, accessing or using any NARBIS Service, or otherwise accepting these Terms, or ‘clicking’ accept (if applicable), you acknowledge that you have read, understood and agree to be bound by these Terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MUST NOT REGISTER FOR, ACCESS OR USE ANY NARBIS SERVICES, OR ALLOW ANYONE ELSE TO DO SO. If you register for or access or use a NARBIS Service on behalf of an organization (such as an organisation identified as part of the registration process or on an invoice or subscription order): (a) you are agreeing to the Terms for and on behalf of that organization and promising to us that you have the authority to bind that organization to the Terms; and (b) other than in this sentence, which applies to you individually, the references to “you”, “your” will mean that organization that you represent.
Notwithstanding anything to the contrary, we reserve the right to update and revise the Terms at any time. We will make sure that the “Last Updated” date at the top of this page is changed so you can tell when the Terms were last changed. If we choose to notify you about the modification of the Terms, we may do so via our preferred form of notice which may include by email, on our website, or within a third party application store or the NARBIS Service. Notwithstanding whether we provide any notice of modifications to the Terms, by continuing to access and/or use any NARBIS Service after the Terms are modified, you are agreeing to the modifications to the Terms. If you do not agree with a modification to the Terms, you must cease accessing and using the NARBIS Service.
If you: (a) have any comments or questions regarding the Terms, (b) wish to report any violation of the Terms, (c) wish to terminate your NARBIS Service during the Trial Period (as defined below); or (d) encounter content or activity you find inappropriate or otherwise believe to be a violation of the Terms, please contact us at http://www.NARBIS.com/contact.
The use of “for example”, “includes” and “including” are not limiting and “all” includes “any” and “any” includes “all”. Capitalized terms used but not defined elsewhere in the Terms will have the following definitions:
1. “Affiliate” means any party directly or indirectly controlling, controlled by or under common control with DGV.
2. “Amendment” means an express written amendment to these Terms signed by DGV’s authorized signatory in which additional and/or different terms and conditions may apply to you.
3. “Authorized User(s)” mean the following users that you authorize to access or use the NARBIS Service on your behalf: (a) your employees, agents, or independent contractors; or (b) others such as clients, students, or subscribers where the NARBIS Service is provided to your end user customers together with your other services and not on a standalone basis; or (c) other users expressly authorized to use and access the NARBIS Service by DGV in an Amendment.
4. “Branding Elements” means all trademarks, service marks, trade names, domain names, slogans, logos, screenshots (including screenshots of the Sensor Device), sounds, and other indicia of origin that appear on or in connection with any aspect of the NARBIS Services including: “DGV”, “NARBIS”,
5. “Branding Guidelines” means our branding guidelines and conditions for using our trademarks, trade names, service marks, and logos. We may modify the Branding Guidelines at any time. The Branding Guidelines may be made available to you through the NARBIS Service or our websites, or otherwise can be requested at http://www.NARBIS.com/contact.
6. “Intellectual Property Rights” includes all intellectual property and proprietary rights of any nature or kind, whether protected, created, or arising under any applicable law, and all worldwide common law, statutory, and other rights in, arising out of, or associated therewith including trademarks, copyrights, patents, domain names, and trade secrets.
7. “DGV Materials” means: (a) all materials that were created by or on behalf of DGV including the layout and flow of the NARBIS Service; and (b) any other materials created under the scope of the Terms. DGV Materials includes: (i) all originally created or licensed audio or visual assets, computer software, code, routines, tools, application engines, algorithms, inventions and other technology contained in or used by us in the development of any NARBIS Service; (ii) the technical documentation, if any, of or concerning any NARBIS Service; (iii) any analytics data (other than User Content) generated from the use of any NARBIS Service; and (iv) any training or other materials made available pursuant to the Terms.
8. “Payment Processor” means one or more payment processors used by us from time to time to facilitate payments for the amounts specified in each form of invoice or subscription order.
9. “Payment Processor Services Agreement” means the Payment Processor’s service agreement in effect from time to time.
10. “NARBIS Service(s)” means DGV’s services, including additional subscription services. The NARBIS Services may be varied from time to time by DGV. Subject to the licenses granted to you pursuant to these Terms, the NARBIS Services include the documentation and materials and access to or use of DGV’s Websites and Branding Elements.
12. “Sensor Device” means any device or system of devices designed and/or developed by or on behalf of DGV, in whole or in part, which includes sensors that monitor users’ electrical activity of the brain.
13. “Software” means our proprietary software including any updates and upgrades to such software.
14. “Third Party Application(s)” means any software, application, in-application purchases, technology, standard or specification, product, service or website developed by or on behalf of a third party for installation and/or use in conjunction with any NARBIS Services. For clarity, DGV’s products and services specifically exclude Third Party Applications and Third Party Applications will not be treated, construed or interpreted as being supplied, authorized, endorsed or otherwise provided by or on behalf of DGV.
15. “User Content” means anything generated by you, anyone authorized by you, your clients or on your behalf through or as a result of the use of any NARBIS Service including written text, software, music, graphics, photographs, images, sounds, videos, messages, data, data feeds, metadata and personally identifiable information.
16. “Websites” means any domain or website provided by DGV used for the NARBIS Services.
2. RIGHT TO USE NARBIS SERVICES
1. Evaluation Purposes (If Applicable). If the applicable invoice, subscription or DGV product description specifies that you are entitled to a trial period, such trial period will be limited to seven (7) days unless the invoice, subscription, or DGV product description specifies another period during which you may evaluate the NARBIS Service (“Trial Period”) and, notwithstanding anything else, in connection with such evaluation: (a) no fees will be payable by you during the Trial Period for the NARBIS Service you are evaluating; (b) access to the NARBIS Service will be provided “AS IS” and without any warranty; (c) unless otherwise specified in the invoice, subscription or DGV product description, you may terminate and/or cancel the evaluation during the Trial Period; (d) we may in our sole discretion, reduce or increase the Trial Period; and (e) in accordance with these Terms, we grant to you a limited personal, non-transferable, non-sublicensable, revocable and non-exclusive license during the Trial Period to access and use the NARBIS Service only for your internal evaluation and non-commercial use.
2. License Grant. In compliance with these Terms, and subject to your payment of all applicable fees (including applicable fees for all of your Authorized Users), we grant you a limited personal, non-transferable, non-sublicensable and non-exclusive right during the Term for you and your Authorized Users to access and use the applicable NARBIS Service(s).
3. Scope of Use. You may access and use, or authorize your Authorized Users to access and use, the NARBIS Service only for you and your Authorized Users’ personal and internal business and research purposes. Except to the extent that you are authorized by DGV in an Amendment (in which case additional and/or different terms and conditions may apply to you), you are not permitted to provide or resell the NARBIS Service to anyone on a standalone basis. You agree to ensure that Authorized Users comply with these Terms and all applicable fees for the NARBIS Service are paid to DGV in relation to the use of the NARBIS Service by all Authorized Users. We may, by Amendment, change the scope of your use of the NARBIS Services. If you wish to develop any applications for use with Sensor Device(s), or any other devices that use our Intellectual Property Rights, you may not do so under these Terms, and you must contact us at http://www.NARBIS.com/contact and enter into an appropriate agreement with us. You agree to use the NARBIS Service only for purposes as permitted by these Terms and in compliance with any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. We reserve the right to modify or impose any limitations on the use of the NARBIS Service at any time, with or without notice to you. Notwithstanding anything to the contrary, unless authorized by an Amendment, the NARBIS Service may not be accessed by a direct competitor of DGV.
4. End User License. Our Software is subject to the applicable End User Licence Agreement in effect from time-to-time as located at www.NARBIS.com/legal (or as may otherwise be made available to you through the NARBIS Service or the Software from time to time).
5. Informational Purposes Only. You acknowledge that you are aware that: (a) content generated or found through the NARBIS Service and the Sensor Devices (Narbis glasses and tablet) is for informational purposes only and is not intended to replace the relationship between a user and the researcher or the user’s physician or other healthcare other professional; (b) the Sensor Device is not a medical device and the information generated by the Sensor Device is not medical information; (c) the Sensor Device and associated applications are not designed to treat or diagnose any disease or medical condition; and (d) we are not a licensed medical or healthcare care provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind. As at the Last Updated Date, our products and services are not Health Insurance Portability and Accountability Act (HIPAA) compliant.
1. Service Level Terms. Subject to the Terms, we will use commercially reasonable efforts to provide you access to the NARBIS Service. We do not make any commitment that any NARBIS Service will be available at all times and you agree that you are not eligible for any refunds, credits or other compensation for any down time.
2. Updates. From time to time, we may (but are under no obligation to) provide upgrades, patches, enhancements or fixes for the NARBIS Services to our users generally without additional charge (“Updates”), and such Updates will become part of the NARBIS Service and subject to these Terms. We may cease supporting old versions or releases of NARBIS Services at any time in our sole discretion.
4. USE OF THE SERVICE
2. Unlawful and Restricted Uses. You agree to use the NARBIS Service only for lawful purposes and that you are responsible for your use of the NARBIS Service and your communications and User Content. You may not and will not permit or facilitate any other person to:
i. except as expressly permitted under Section 2.1 (Evaluation Purposes (If Applicable)) or Section 2.2 (License Grant), reproduce, copy, duplicate, license, rent, lease, loan, pledge, trade, sublicense, sell, resell, transfer, assign, convey, distribute, export or otherwise commercially exploit or make available to any third party any NARBIS Service or otherwise grant or transfer rights to any NARBIS Service, or any rights granted herein, in any form or by any media (electronic, mechanical, photocopy, recording, or otherwise);
ii. directly or indirectly: (a) reverse engineer, decompile, disassemble, debug, hook, spoof, pirate or otherwise attempt to discover or reconstruct the source code, object code or underlying structure, ideas, know-how, techniques or algorithms relevant to any NARBIS Service or Sensor Devices; (b) modify, adapt, alter, edit, correct, publish, enhance, translate or create derivative works based on any NARBIS Service (except to the extent expressly authorized in an Amendment or expressly authorized within the Service); or (c) alter, remove, cover or otherwise obscure any copyright notices, trademark notices, other proprietary notices or labels, or any other intellectual property rights attaching to, displayed on or within any NARBIS Service, or any associated software, documentation or other materials or on or within the Sensor Device;
iii. access the NARBIS Service in order to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any NARBIS Service, or (c) copy any ideas, features, functions or graphics of any NARBIS Service;
iv. interfere with or disrupt the integrity or performance of any NARBIS Service;
v. attempt to gain unauthorized access to any NARBIS Service or its related systems or networks;
vi. use any NARBIS Service in any manner that interferes with its normal operation or with any other user’s use of the NARBIS Service or our other products and services;
vii. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
viii. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
ix. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material including material harmful to children or in violation of privacy rights;
x. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
xi. interfere with or disrupt the integrity or performance of any NARBIS Service or the content or the data contained therein;
xii. attempt to gain unauthorized access to any NARBIS Service or its related systems or networks;
xiii. access, tamper with, or use non-public areas of the Websites, our computer systems, or the technical delivery systems of its providers;
xiv. access or search or attempt to access or search the Websites by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in an Amendment;
xv. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use any NARBIS Service, to send altered, deceptive or false source-identifying information;
xvi. interfere with, or disrupt, the access of any user, host or network including sending a virus, overloading, flooding, spamming, mail-bombing any NARBIS Service, or otherwise creating an undue burden on any NARBIS Service; or
xvii. use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Websites.
3. Access. Creating or maintaining any link from another application to any page at the Websites without the prior authorization of DGV is prohibited. Running or displaying the Websites, or any information or material displayed via the Websites in frames or through similar means on another website or application without the prior authorization of DGV is prohibited. Any permitted links to the Websites must comply with all applicable laws, rule and regulations.
4. Local Law. DGV makes no representation that materials contained, described or offered via any NARBIS Service are accurate, appropriate or available for use in all jurisdictions, or that these Terms comply with the laws of any particular country. Users of the NARBIS Service use the NARBIS Service on their own initiative and are responsible for compliance with all applicable laws. Notwithstanding anything to the contrary, you agree that you and your users will not access the NARBIS Service from any territory where it is illegal, and that you and your users, and not DGV, are responsible for compliance with applicable law.
5. Third-Party Applications. During use of the NARBIS Service, you may download, install, register for, access, use and/or acquire Third Party Applications as a matter of convenience. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable the Third Party Application provider. You agree that you will comply with any license agreements and restrictions applicable to such Third Party Applications. DGV and its licensors will have no liability, obligation or responsibility in relation to such activity. DGV does not endorse or control any Third Party Applications. You will access and/or acquire such Third Party Applications at your own risk and in no event will DGV or its licensors be responsible for any content, products, or other materials on or available from third parties (even if they are acquired through DGV).
1. Compensation. You will pay amounts specified in each invoice or subscription. You must make payments in advance, unless the applicable invoice or subscription contains payment terms that are different. Unless otherwise specified in the invoice or subscription, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination and/or cancellation of your access to or use of the NARBIS Service. You will be responsible for all taxes associated with the NARBIS Service other than taxes based on our net income. Your access to and/or use of the NARBIS Service may be terminated or cancelled without notice for any unpaid and due amount. We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the NARBIS Service. Unless otherwise specified in the invoice or subscription, all amounts under the Terms are payable in U.S. dollars. Any amounts paid by you are non-refundable.
2. Compensation Collection. Payment processing services for the NARBIS Service are provided by a Payment Processor and you are subject to the applicable Payment Processor Services Agreement. By agreeing to the Terms or continuing to use the NARBIS Service, you agree to be bound by the Payment Processor Services Agreement, as it may be modified by the Payment Processor from time to time.
3. Changes to Fees. We will not increase the fee for the Initial Term (as hereinafter defined), however, subject to your agreement to pay additional amounts, incremental fees may be charged where new or additional functions are added or become available to you.
4. Reports, Records and Audit. You must ensure that you, and anyone representing you, comply with DGV’s ordering and reporting requirements in effect from time-to-time, which may include providing DGV with written reports on the use of the NARBIS Services by you and your Authorized Users in the format, for the period and within the timelines as specified by DGV. To permit DGV to confirm compliance with this Agreement and applicable laws, while this Agreement remains in effect and for a period of two (2) years thereafter, you must keep accurate records including records about: (a) the use of NARBIS Services by you and your Authorized Users; (b) any use of DGV’s trademarks and other intellectual property; and (c) compliance with the obligations of this Agreement. To assure such compliance, DGV and/or its auditors may inspect, both while this Agreement remains in effect and for a period of two (2) years thereafter, such records from time-to-time. Any such audits shall be conducted during regular business hours and shall not interfere unreasonably with your normal activities. If an audit reveals that you, or an Authorized User, has not complied with the obligations of this Agreement, you may be required to pay DGV’s reasonable costs of conducting the audit. This section 5.4 does not apply to you if you are using the NARBIS Service for your personal use only.
6. INTELLECTUAL PROPERTY RIGHTS
1. Ownership. As between you and us, we will at all times be and remain, the sole and exclusive owner of the DGV Materials and all Intellectual Property Rights pertaining thereto. Nothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to any NARBIS Service, DGV Materials or any derivatives of such, other than the license rights specifically set forth herein. Your sole rights thereto will be only those rights granted by DGV under these Terms.
2. Marks and other Intellectual Property. All Branding Elements are either our property or the property of our Affiliates or licensors. We retain the right to rescind and terminate and/or cancel the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by us to you are fully reserved by us, our Affiliates and licensors. Each time you wish to use any of our Branding Elements, you must ensure that you comply with the then-current version of the Branding Guidelines. As between you and us, we will at all times be and remain, the sole and exclusive owner of the Branding Elements and all our Intellectual Property Rights. Nothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to Branding Elements or any derivatives of such. You will continually use your best efforts to protect DGV’s trademarks, trade names, patents, copyrights, and other proprietary rights, but will not initiate legal action against third parties for infringement thereof. You will promptly notify DGV of any infringement or improper or unauthorized use of which you have actual knowledge.
1. Confidentiality. In connection with the products and services provided to you under these Terms, you may, from time to time, be exposed to and may be furnished with certain information, material or data relating to DGV’s products and services that are either specifically identified as confidential prior to or at the time of disclosure or would reasonably be considered confidential in the industries in which DGV operates. During the term of the Terms and for a period of five (5) years thereafter, you will keep confidential and not reveal or disclose to any third party any such proprietary or confidential information, material or data of DGV. You will be directly liable for the acts or omissions of your employees, agents, contractors and other authorized parties with respect to such confidentiality obligations. You agree to protect the Confidential Information with the same standard of care and procedures which you use to protect your own trade secrets, proprietary information and other confidential information and, in any case, not less than a reasonable standard of care. The provisions of this paragraph will not apply to information that is or becomes publicly available through no fault of your own or your representatives, or information that is required to be disclosed pursuant to a court order or any applicable laws, rules or regulations. DGV’s Confidential Information includes: (a) any test results relating to the NARBIS Services; (b) DGV software’s source code; (c) technical specifications related to the NARBIS Services; (d) any non-publicly available pricing and DGV Materials; and (e) except for User Content, all technology, know-how, algorithms, testing procedures, software, structure, interfaces, specifications, reports, analysis and other technical information learned, accessed or derived by you pursuant to these Terms or pursuant to your use of or access to the NARBIS Service and/or Sensor Devices.
2. Publicity; Credit. Except where you are merely evaluating DGV’s software or products, DGV will have the ability to issue a press release in connection with the Terms and use your logo on the DGV website and other marketing materials.
4. User Content. All User Content is the sole responsibility of the person who originated such content. You acknowledge that all User Content you transmit (including any User Content you export from the NARBIS Service) or access using the NARBIS Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You remain solely responsible for all User Content that is transmitted (including any User Content you export from the NARBIS Service) in connection with the NARBIS Service, and you warrant that you possess all rights necessary to provide and share such User Content. DGV reserves the right to remove from any NARBIS Service any User Content that DGV, in its sole discretion, believes to be objectionable. You understand that, by providing User Content in connection with the NARBIS Service, you hereby grant DGV a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use User Content in any media now existing or developed in the future only so far as required to deliver DGV services and products. You waive any rights of publicity, moral or other similar such right with respect to User Content while used in accordance with the preceding sentence. Further, you represent and warrant that: (a) you have all the rights necessary to grant DGV such license; and (b) you are responsible for User Content that may be lost or unrecoverable through your use of the NARBIS Service. We recommend that you create and maintain regular backups of all User Content and associated data. We reserve the right to place service limits (including as to volume of data and time) on the User Content and associated data stored or retained by or on behalf of DGV.
8. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY
1. Warranty and Disclaimer. YOUR USE OF THE NARBIS SERVICE IS AT YOUR SOLE RISK. THE NARBIS SERVICE AND THE ASSOCIATED SOFTWARE, MATERIALS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, OUR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, “DGV PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DGV PARTIES MAKE NO WARRANTY THAT: (I) ANY NARBIS SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE NARBIS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE NARBIS SERVICE WILL BE ACCURATE OR RELIABLE OR APPROPRIATE OR APPLICABLE TO YOUR USE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL INCLUDING ANY SOFTWARE, MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH ANY NARBIS SERVICE, WILL MEET YOUR EXPECTATIONS OR NEEDS; (V) ANY DATA STORED OR RETAINED BY DGV WILL BE FREE FROM LOSS OR CORRUPTION OR AVAILABLE INDEFINITELY; OR (VI) ANY ERRORS WILL BE CORRECTED. DGV DISCLAIMS ANY LIABILITY FOR ANY CONSEQUENCES DUE TO USE, MISUSE OR INTERPRETATION OF INFORMATION CONTAINED, OR NOT CONTAINED, IN ANY NARBIS SERVICE. NARBIS SERVICES MAY NOT FUNCTION AS INTENDED OR EXPECTED. IF YOU CHOOSE TO USE THE NARBIS SERVICE, YOU ASSUME ALL RISK OF HARM OR LOSS ASSOCIATED WITH YOUR USE THEREOF.
2. Exclusion of Damages. DGV PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO ANY DATA OR THE USE OF OR INABILITY TO USE ANY NARBIS SERVICE OR ANY CONTENT INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE NARBIS SERVICE OR THE WEBSITES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF TRANSMISSIONS OR DATA, OR FOR ANY LOSS OF DATA OR THE PROVISION OF INCORRECT DATA; (IV) FOR ANY LOSS OF INCOME, BUSINESS, PROFIT, ANTICIPATED REVENUE OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (EVEN IF DGV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND REGARDLESS OF WHETHER SUCH LOSS IS DIRECT OR INDIRECT); OR (V) FOR ANY OTHER MATTER RELATING TO ANY NARBIS SERVICE OR ANY THIRD PARTY (INCLUDING: (a) END USERS OF THE SENSOR DEVICE; AND (b) OUR LICENSORS, SERVICE PROVIDERS AND PAYMENT PROCESSORS). THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES DGV PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE NARBIS SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY DGV TO ANY THIRD PARTY (INCLUDING END USERS), DIRECTLY OR AS A THIRD PARTY BENEFICIARY, WITH RESPECT TO ANY OF THE SERVICES PROVIDED HEREUNDER.
3. Limitation of Liability. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF DGV PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE FEES PAID BY YOU DIRECTLY TO DGV FOR LICENSES GRANTED BY DGV HEREIN SOLELY AND DIRECTLY TO YOU PURSUANT TO THESE TERMS IN THE SIX MONTHS IMMEDIATELY PRIOR TO SUCH CAUSE OR CLAIM ARISING. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. DGV PARTIES WILL NOT BE LIABLE FOR: (i) CLAIMS ASSOCIATED WITH MODIFICATIONS OR ADAPTATIONS PERFORMED BY ANYONE OTHER THAN DGV; OR (ii) USE OF THE NARBIS SERVICE WITH PRODUCTS OR SERVICES THAT ARE NOT PROPRIETARY TO DGV (EVEN IF SUCH PRODUCTS OR SERVICES DISPLAY DGV BRANDING ELEMENTS).
4. Indemnification. You (on behalf of the organization you represent (if applicable) and users of the NARBIS Service) agree to indemnify, defend and hold harmless DGV Parties against all judgments, awards, settlements, liability, penalties, fines, claims, demands, causes of action, losses, expenses, damages and costs (including any court costs and reasonable attorneys’ fees), resulting or arising from or relating to: (a) your access to or use of any NARBIS Service, (b) any activity related to your account by you or any other person permitted by you, (c) your breach of the Terms, (d) your infringement or violation of any rights of another, or (e) your negligence or willful misconduct. We reserve the right to assume, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
5. Third Party Indemnification. You agree to indemnify, defend and hold harmless DGV Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from any such claims made against the DGV Parties by third parties.
9. TERMINATION AND/OR CANCELLATION
1. Term. Subject to earlier termination and/or cancellation in accordance with these Terms, these Terms will continue for the initial term as specified in the applicable form of invoice or subscription order, if any, and if no term is specified, the Terms will have an initial term of 12 months commencing on the date you are first provided access to the NARBIS Service pursuant to the Terms (“Initial Term”) and, unless otherwise specified in the applicable invoice or subscription, these Terms will be automatically renewed for additional periods of the same duration as the Initial Term, on the same terms and conditions as the Terms, except for any changes to fees and any modifications DGV makes to these Terms, unless either Party terminates and/or cancels the Terms prior to the end of the then-current term. The Initial Term and any subsequent renewals will collectively be referred to as the “Term”. For clarity, if you are participating in a trial immediately preceding your paid subscription, the first day of your Initial Term will start on the earlier of: a) first day following the end of the Trial Period; and b) the first day of your paid subscription.
2. Termination and/or Cancellation. These Terms will terminate in each of the following events:
. in accordance with the Payment Processor Terms;
a. if the other party materially defaults in the performance or observance of any of its obligations under these Terms and does not remedy the default within 15 days after receiving notice;
b. at the option of either party, if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; or
c. at the option of either party, upon 30 days written notice, delivered to the other Party in accordance with Section 10.1 (Notices), provided that no amounts previously paid are refundable.
3. Effect of Expiration or Termination and/or Cancellation. Upon expiration or earlier termination and/or cancellation of the Terms, unless otherwise specified in the Terms, all rights granted to each Party herein shall forthwith revert to the granting Party, including the following consequences: (a) any compensation accrued but not paid will become immediately due and payable; and (b) your right to access and use the NARBIS Service will immediately terminate and/or cancel, you will immediately cease all use of the NARBIS Service, and you will destroy or return to us and make no further use of any confidential information or proprietary materials, or other items (and all copies thereof) belonging to us including any Software. All sections of the Terms which by their nature should survive termination and/or cancellation will survive termination and/or cancellation including accrued rights to payment, confidentiality obligations, governing law, disclaimers, and limitations of liability. Further, you will have no right to receive any refund of any prepaid amounts if you terminate and/or cancel during the applicable Term or if we terminate and/or cancel for cause.
4. Payments Due before Termination and/or Cancellation. Payments due before the termination and/or cancellation of the Terms will still be payable by you at the time of such termination and/or cancellation. In addition, if you breach any of the Terms including failing to pay any sum that is due, in addition to any other remedies, you will reimburse us for all attorneys’ fees, court, collection, and other costs incurred by us in the enforcement of our rights under these Terms.
1. Notices. All notices, requests, demands, approvals, requests for approvals or other communications under the Terms will be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail, return receipt requested if confirmed by return receipt, (iii) upon delivery when delivered by Federal Express or other recognized international overnight courier, (iv) upon receipt when sent by fax with confirmation, provided, however, that it will be deemed delivered the next business day if sent on a non-business day or after 5pm Pennsylvania, USA time on a business day; and (vi) by email to you if sent by us to any email address provided to us. Notwithstanding anything to the contrary, notice will be sufficiently given to you, if provided by us to you via any email address provided to us or through the NARBIS Service, or by posting communications on http://www.NARBIS.com. Addresses for the purpose of giving notice may be set forth on the applicable form of invoice or subscription. Copies of any notice given by you to us must also be delivered to: DGV Inc. Attention Legal Department, Ambler Yards, 300 Brookside Ave, Building 43, Ambler, PA 19002
A party’s address for notice may be changed by that party providing notice to the other party in accordance with this Section 10.1 (Notices).
2. Merger/Modification. Each Party acknowledges that it has read the Terms, it understands them, and agrees to be bound by them, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms. We are not, and will not be, bound by any provision of your purchase order, correspondence, or otherwise. DGV reserves the right to change, amend or modify the terms of these Terms, or the availability of any NARBIS Service from time to time. In such instance, you may be required to accept and agree to the new terms of these Terms. If you do not agree to any such new terms, you must cease or terminate your use of the NARBIS Service. Your continued use of the NARBIS Service after any modification to any of these Terms will be deemed to constitute your acceptance of any such new terms, conditions or modifications.
3. Limitations on Use. DGV may impose certain limitations on the use of the NARBIS Service including allocating certain levels of storage capacity to your account, restricting the number of accounts you may register, restricting the number of clients connected to your account, and/or restricting the amount of data available to you from each client or user. You agree to use the NARBIS Service only for purposes as permitted by the Terms and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. DGV reserves the right to modify or impose any limitations on the use of the NARBIS Service at any time, with or without notice to you.
4. Governing Law. These Terms shall be governed by and construed in accordance with the laws as specified below (“Governing Law”), excluding conflicts of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods. Each Party irrevocably consents and submits to the exclusive jurisdiction of the courts as specified below and waives any objection thereto on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law. The parties waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. No action arising out of the Terms or your use of the NARBIS Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
Where your primary address is located in:
. USA, Canada, Caribbean, South America, or any other region or country not listed in subsections (ii) – (iii) inclusive below: the Governing Law of this Agreement is the laws and the courts of Pennsylvania, USA shall have exclusive jurisdiction; and
i. Europe (including Greenland), the Russian Federation, Middle East or Africa: the Governing Law of this Agreement is English law and the courts of the city of London, England shall have exclusive jurisdiction.
If there is any uncertainty or disagreement about the location of the End User’s primary address, then the Parties agree that sub-section (i) shall apply.
5. Severability. If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
6. Feedback. You may (but are not required to) provide feedback, comments and suggestions, including in respect of or concerning any improvements, errors, modifications, corrections, enhancements or derivatives (collectively, “Feedback”) to DGV concerning the NARBIS Service, Sensor Devices or any other intellectual property of DGV. You hereby grant to DGV a non-exclusive, perpetual, irrevocable, paid-up, transferable, sub-licensable, worldwide license under all intellectual property rights covering such Feedback to use, disclose and exploit all such Feedback for any purpose. DGV may develop technology, modifications, corrections, enhancements, derivatives or extensions (collectively, “Improvements”), and further may also develop branding elements based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property registrations, will be owned exclusively by DGV. You agree to execute such further documents and instruments as may be required to confirm such ownership by DGV. You represent that the Feedback: (i) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (ii) will not violate any law, statute, ordinance or regulation; (iii) will not be obscene or contain child pornography; and (iv) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.
7. Force Majeure. The NARBIS Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. DGV is not responsible for any delays, deliver failures, or other damage resulting from such problems. In addition, neither you nor DGV will be liable for any failure or delay in performance of these Terms which are caused by something that is in the control of third parties or circumstances beyond the reasonable control of a party (collectively, “Force Majeure”). Force Majeure events shall include (but not be limited to) acts of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment, software or services (including the internet and telecommunication services); or material or something else required for the performance of obligations under this Agreement. Notwithstanding the forgoing, under no circumstances will a party’s obligation to pay any amount under these Terms be obviated by an event of Force Majeure.
8. Miscellaneous. We may assign the Terms in whole or in part. You may not assign the Terms in whole or in part. A waiver by either Party of any terms or conditions of the Terms in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms will be cumulative, and none of them will be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party. The Parties are not employees, agents, partners or joint ventures of each other. Neither Party will have the right to enter into any agreement on behalf of the other. The headings and titles of the Terms are not part of the Terms, but are for convenience only and are not intended to define, limit or construe the contents of the various sections. Notwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, will continue and survive, including Sections 5 (Compensation), 6 (Intellectual Property Rights), 7 (Confidentiality), 8 (Warranties; Limitation of Liability; Indemnity), 9 (Termination and/or Cancellation) and 10 (Miscellaneous). Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms will be paid by the Party incurring such costs and expenses. The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. If these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.
1. Purpose and Website Services
2. Acceptance and Modification of Terms
3. Void Where Prohibited
The Company operates its main Website from Pennsylvania USA. Although the Website is accessible worldwide, not all features, products and services discussed, referenced, provided or offered through or on the Website are available to all persons in all geographic locations, or appropriate for use in all jurisdictions. Company reserves the right to limit in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on this Website is void where prohibited by law. If you choose to access the Website from anywhere or any feature, product or service which is prohibited by law, you do so on your own initiative and you are solely responsible for complying with applicable laws.
4. Accounts and Passwords
You agree that you will: (a) maintain and update such Registration Data as necessary in order to keep such information current, complete, and accurate; (b) maintain the confidentiality of any passwords or other account identifiers which you choose or that are assigned to you as a result of any registration or account creation with the Website: and (c) be responsible for all activities that occur under such password or account. Further, you agree to immediately notify Company of any unauthorized use of your password or account in the event that the confidentiality of your password or your account is compromised. Failure to comply with this paragraph may result in immediate termination of your account. Except to the extent this limitation is prohibited by applicable law (including Québec), Company shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
6. Suspension and Termination of Access
All text, data, content, audio files, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, layout, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on or available through the Website is owned, controlled or licensed by or to Company, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Company’s express prior written consent.
If you make any information, data or content available to Company on or through the Website, including by contacting us, or providing comments or ideas about the Services or the Website (“User Content”), you are deemed to grant Company a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy, reproduce, modify, adapt, edit, translate, publish, perform and display any such User Content that you make available on, through, or in connection with the Website without any payment or restriction. You are solely responsible and liable for any User Content you make available on or through the Website or that is made available using your Website account. If you make User Content available, you represent that you have the right to do so.
8. Use Restrictions
9. Personal Information
11. Subscription Fees and Charges
13. Website and Services Provided “AS IS”
YOU UNDERSTAND AND AGREE THAT THE WEBSITE, THE SERVICES, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE WEBSITE OR PROVIDED AS PART OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY SERVICES OR COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT (OR OTHERWISE ON THE SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR ANY OF THE SERVICES (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY SERVICES, COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.
YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE WEBSITE. EXCEPT AS OTHERWISE AGREED IN WRITING, COMPANY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE WEBSITE.
IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF COMPANY IN OPERATING THE WEBSITE AND IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE WEBSITE AND SERVICES.
14. Limitation of Liability
CONSUMER PROTECTION LAWS IN YOUR JURISDICTION MAY PROHIBIT ANY STIPULATION THAT WOULD RELIEVE A MERCHANT FROM THE CONSEQUENCES OF HIS OR HER OWN ACTION. IF YOU ARE A CONSUMER IN SUCH A JURISDICTION, THIS SECTION 14 DOES NOT APPLY TO THE EXTENT THAT IT WOULD RELIEVE THE COMPANY OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY ACTION OF THE COMPANY.
UNDER NO CIRCUMSTANCES SHALL COMPANY, BE LIABLE TO YOU, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE WEBSITE, SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE) THAT EXCEEDS, IN THE AGGREGATE, ANY AMOUNTS THAT YOU HAVE PAID COMPANY IN RESPECT OF THE SERVICES IN THE THIRTY (30) DAY PERIOD THAT IMMEDIATELY PRECEEDED THE DATE OF YOUR CLAIM.
IN NO EVENT WHATSOEVER SHALL ANY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF WEBSITE OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE WEBSITE OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE WEBSITE OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY DIRECT OR INDIRECT BUSINESS INTERRUPTION OR DIRECT OR INDIRECT LOSS OF REVENUE OR PROFIT OR ANY OTHER DIRECT OR INDIRECT ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE AND USE OF THE WEBSITE, SERVICES AND ANY PROVIDED SUPPORT IS ASSUMED BY YOU.
Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
All product, brand and company names, logos and registered or unregistered trade-marks, displayed on the Website or used in connection with the Services or products including, without limitation: “DGV”, “NARBIS”, and all related branding elements, are the trade-marks of Company (or its suppliers, partner businesses or third party licensors, as applicable). Any use of any of the marks appearing on the Website or in connection with the Services or Company products without the express written consent of Company or the owner of the mark, as appropriate, is strictly prohibited.
18. Entire Agreement
21. Electronic Communications
For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights related to electronic communications.
22. Conformance with Law
24. Contact / Notices
Company may provide notices or communications to you on the Website, with any products, or through the Services, and you agree that such notices shall constitute notice to you whether or not you actually access the notice.
© 2019 DGV Inc. All rights reserved.
Last updated: OCTOBER 19TH, 2019
Limited Warranty For NARBIS Products
NARBIS Products carry a 30-day money back guarantee. Purchasers may return a NARBIS product within 30 days of the purchase date for any reason, and receive a full refund, minus any shipping costs, which shall be the responsibility of the purchaser. Outside of the 30-day window, or if a purchaser does not seek a full refund, the following are the provisions of the limited warranty.
Manufacturer Defects. Your NARBIS product is warranted by DGV Inc. and/or its affiliates (“DGV”) to be free of defects in materials or workmanship, under normal use, for a period of one (1) year from the date of your original purchase, except to the extent a longer period is required by applicable law (the “Warranty Period”). This limited warranty excludes damage resulting from: (i) improper care or handling (including, without limitation, user abuse or proximity to moisture or heat), (ii) accidents, (iii) modification, (iv) unauthorized repairs, (v) use of the NARBIS product with accessories, products, services or software applications not expressly approved or provided by DGV, (vi) use of the NARBIS product in a manner contrary to, or not in accordance with, the documentation, guidelines or instructions provided by DGV or (vi) other causes which are not defects in materials or workmanship of the NARBIS product.
This warranty does not cover: (a) used or refurbished products; (b) products provided as a “sample”, “AS IS” or “complimentary”; or (c) any accessories for the NARBIS product.
The warranty only extends to new NARBIS products purchased by you from DGV, or from an authorized reseller.
If there is a covered defect with the NARBIS product, DGV will, at its discretion, repair (with new or refurbished parts) or replace (with new or refurbished product) your NARBIS product free of charge, or will issue you a refund. The Warranty Period for the repaired or replaced NARBIS product will expire upon the expiration of the original Warranty Period (except to the extent DGV is expressly required by law to provide you a longer Warranty Period for the repaired or replaced NARBIS product).
This warranty is a hardware only warranty that is limited to the NARBIS product and does not cover any software made available, shipped, pre-loaded, or distributed by DGV, even if the software is packaged or sold with the product, or available for the product at a later time. Software license agreements apply to your use of software associated with certain NARBIS products. The software license for DGV proprietary software to be used with those products is described in the applicable DGV end user license agreement.
To be eligible to return any defective NARBIS product to us, you must follow the warranty claim process set out below.
Warranty Claim Process. To be eligible to return any NARBIS product to us, you must have a NARBIS product with a manufacturer’s defect and you must:
(1) prior to shipping the NARBIS product to us, contact us through http://www.NARBIS.com/contactsupport and obtain a Return Material Authorization (RMA) number, shipping address and other instructions. The RMA number must be included with your NARBIS product return.
(2) provide us valid proof of your original purchase.
(3) package the NARBIS product in the original, unmarked packaging together with all accessories, manuals, and documentation (unless otherwise requested by DGV).
(4) include a description of the reason for the NARBIS product return.
If we determine that there was no valid reason for returning the NARBIS product to us (i.e. it did not have a manufacturer’s defect), we may, at our discretion, refuse to accept the NARBIS product or return it to you and charge you a fee equivalent to 35% of the original retail price for that product as a handling fee.
Limitation of Liability. NARBIS products are provided “AS IS AND WITH ALL FAULTS”, and DGV hereby disclaims all other warranties, conditions and the provision of or failure to provide support or other services, information, software, and related content through the NARBIS products or otherwise arising out of the use of the NARBIS products. This limited warranty is in place of all other express and implied warranties, conditions, representations, or guarantees of any kind (including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose) which are all hereby excluded and shall have no effect. In no event shall DGV or anyone acting on behalf of or with DGV (including, without limitation, in relation to the manufacture, supply, distribution, sale, repair or return of the product) be liable for any direct, indirect, incidental, special or consequential loss or damages whatsoever (including, without limitation, damages for loss of profits, loss of use of the products or functionality, business interruption, loss or corruption of information (including data), or other pecuniary loss) arising out of the use or inability to use a NARBIS product even if DGV or anyone acting on behalf of DGV has been advised of the possibility of such damages. This limitation is intended to apply and does apply without regard to whether such damages are claimed, asserted or brought in an action or claim in tort, contract, on the warranty, or under any other legal theory. The liability of DGV (and any one acting on behalf of or with DGV) to you for loss or damage arising under this warranty shall not exceed in aggregate the net purchase price you paid for the product or the cost of replacing the NARBIS product, whichever is greater. The foregoing shall not in any way restrict any liability in relation to death or bodily injury or statutory liability for intentional and gross negligent acts or omissions. No other person or company is authorized to change this warranty.
Some states and countries do not allow limitation on how long an implied warranty lasts, or exclusion of all or certain types of damages, so the above limitations may not apply to you. This warranty gives you specific legal rights, and you may also have other additional statutory rights, which vary from state to state or within a particular country. The foregoing is without prejudice to other legal rights that may arise under applicable mandatory legislation. This warranty extends only to new NARBIS products purchased by you from DGV or an authorized reseller.
Under your Consumer Rights, you are entitled to: (a) a replacement or refund for NARBIS products with a major failure, and compensation for any other reasonably foreseeable loss or damage; and (b) have the NARBIS product repaired or replaced if it fails to be of acceptable quality and the failure does not amount to a major failure; and (c) such remedies are in addition to your rights under this limited warranty.
Governing Law. Unless stated otherwise below, this limited warranty will be governed by, and construed in accordance with, the laws of the Pennsylvania USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Philadelphia in Pennsylvania USA
The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.
Language. If this Warranty is translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.
Miscellaneous. If there is any conflict between this limited warranty and any other warranty provided to you including, without limitation, in the packaging of the product, the provisions of this warranty shall be applied by DGV to the extent of such conflict. If any term, provision or sub-section of this warranty is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of such term, provision or subsection and this warranty will not be affected.
At DGV, WE value our customers and respect your privacy and personal information. Personal information is information about you, that may include your name, email or other addresses, phone numbers, or other data that could reasonably be linked back to you.
If this policy changes in the future, we will post an updated version on our website at www.NARBIS.com You can tell if this policy has changed by checking the effective date that appears at the top of the policy. Depending on the circumstances, we may also notify you of an update via email or other contact information you have provided.
If you have any questions or concerns, we can be reached by our contact information below.
Capitalized terms used but not defined elsewhere in the Policy will have the following definitions:
“Activity Data” means data such as progress, trends, achievements over time, and session start and end times collected by us based on your activity.
“Preference Data” means data you provide regarding your preferences, such as session reminders, and any other data you choose to input; for example, notes you record in the application after a meditation session.
“Purchase Information” means your name, email address, shipping address, billing address, phone number, account information, other information you share during the purchasing process, details of the product or subscription purchased, the date and time of the order or subscription, the quantity and price of the order or subscription, whether payment was made, method of payment, purchase or subscription history, and whether you re-ordered or renewed a subscription.
“Transmission Data” means your log data such as the date and time of syncing of your Personal Device with our servers, duration of the time spent using our applications on your Personal Device, and the Internet Protocol (IP) address of your Personal Device.
INFORMATION WE COLLECT AND HOW WE USE IT
When You Use or Access our Products
Creating a NARBIS Account
If the user is under the age of 18, a parent or guardian must setup an account with Narbis. When you set up an account with us, you will need to provide us with information such as your login credentials (e.g. your email address, name, and/or password). Instead of providing us with your login credentials, you could also use a third-party service such as Google Sign-in to create an account with us. When doing so, you authorize us to access certain account information (consistent with your privacy settings on the third-party service), such as your name, email address and age. We use the foregoing information for the purpose of creating and accessing your account.
Additional information we will ask you for when you are creating your NARBIS account is your gender, and year of birth. Factors like age, gender and handedness can impact your brain and help us with our research and development of the application. We use this information to improve and customize your user experience.
When using the NARBIS application
When you use the NARBIS application with the NARBIS device, we record, process and store your Activity Data, Preference Data, Processed Data and Transmission Data. We use the data referenced in the preceding sentence to provide you with real time feedback during a session, reports after sessions, customer support, brain scientific research, technical troubleshooting, performance management and product enhancement.
NARBIS Account Web Application
The NARBIS Account Web Application is designed to help you manage your account information such as your email address, your password and your subscription.
When creating an account using the NARBIS Account Web Application
When creating an account using the NARBIS Account Web Application, you will be asked for your login credentials (e.g. your email address, name, and/or password) to create an account or use a pre-existing account.
We use your login credentials to create your account and allow you to access your account.
When using the NARBIS Account Web Application
When you use the NARBIS Account Web Application, we record, process and store your Preference Data and Transmission Data. We use the data referenced in the preceding sentence to provide customer support, technical troubleshooting, performance management and product enhancement. Doing so is intended to improve and customize your user experience.
We use www.NARBIS.com to provide information and market and/or sell certain Products.
When using our Websites
We collect information about how you use our websites, such as the types of content you view or engage with; the features you use; the actions you take; the people or accounts you interact with; and the time, frequency and duration of your activities. For example, we log when you’re using and have last used our website, and what posts, videos and other content you view on our websites.
We use technologies to deliver products and services, to make it easier for you to use our websites, enable you to move around the website and use their features, such as accessing secure areas, and store information so that we respond faster. We may use these technologies to collect information about how you use the website, for example which pages you visit most often and if you receive error messages from certain pages.
We may use technologies to allow us to remember choices you make (such as your user name,) and tailor the website to provide enhanced features and content for you. We may use technologies to deliver advertising that is relevant to your interests. These technologies can remember that your Personal Device has visited a site or service, and may also be able to track your Personal Device’s browsing activity on other sites or services other than www.NARBIS.com
Information collected from Personal Devices may be shared with organizations outside of our company, such as advertisers and/or advertising platforms to deliver the advertising, and to help measure the effectiveness of an advertising campaign.
We may also use information collected through these technologies to understand, improve, and research products and services.
WHEN YOU MAKE PURCHASES FROM US
While payments made through or for our Products are processed through a third-party payment processor, we collect and use information about the purchase or transaction. This includes payment information, such as your credit or debit card number and other card information; other account and authentication information; and billing, shipping and contact details. We use this information to the extent necessary to provide you with the Products you request in accordance with our terms, including to administer, manage, and fulfill the purchases or subscriptions you make and for inventory management and our other legitimate business interests.
WHEN YOU CONTACT US
When you contact us with a comment, question, or complaints via telephone call, email, or other means, we collect information like the identity of the caller or sender of email or other communication, the date and time of the call or message, and the subject and resolution of the issue. Your customer service telephone calls, emails, and other communications with us may be recorded, logged, and/or monitored for quality assurance, and/or product and service enhancement purposes such as to assist in addressing your inquiries, troubleshooting, training, and analytics to identify trends and make improvements to our products. We will do so to the extent necessary to respond to and communicate with you about your comment, question, or complaint and in improving our products and services.
MARKETING AND OTHER COMMUNICATIONS
We may offer you the ability to sign-up to receive marketing and promotional communications, including news, product updates, and offers from us. If you sign-up, we collect certain personal information (such as first and last name and email address) which we use to send you such communications. You can unsubscribe from receiving promotional emails from us at any time by simply clicking the “unsubscribe” link provided at the bottom of such emails or by contacting us via our contact information below or the mailing address provided below. Opting-out of these emails will not end transmission of important service-related emails that are necessary to your account or transactions with us.
Notifications may be sent out with your consent via an in-app announcement, a push notification, or email to encourage, motivate, teach, or otherwise engage you with our Products. These may be turned off in the settings section of our apps.
The referral features on the Products may permit you to send an email to other individuals that might be interested in the Products. This feature requires you to submit your name and email address, as well as the name and email address of the recipient. We do not use the names or email addresses submitted in these circumstances for any other purpose without the consent of you or the email recipient to do so. Please ensure that you only submit email addresses of individuals with whom you have a personal or family relationship and who would want to receive the message. Our referral features may also allow you to post or share an update with your network through social media platforms.
CONTESTS AND GIVEAWAYS
Within our applications, we may provide you with social tools that allow you to share personal information with others. Please ensure you take appropriate measures to protect your personal information.
INFORMATION THAT WE SHARE
We will not disclose, trade, rent, sell, or otherwise share personal information, without consent, except as otherwise set out herein, in any special consent you have provided, or as permitted or required by law.
VOLUNTARY PRODUCT RESEARCH AND TESTING
From time-to-time you may choose to participate in voluntary product research and testing and share with us certain personal information such as your name and email address. Unless you expressly agree to the contrary, we will not use your personally identifiable information shared in this context for any purpose other than to administer the research and/or study.
AFFILIATES AND SERVICE PROVIDERS
We will transfer (or otherwise make available) personal information to our affiliates for the above purposes and to third parties who provide services on our behalf. This includes service providers who: (a) store information on our behalf in the cloud; (b) host our websites; (c) administer services such as order and payment processing, shipping, and customer service; (d) send emails or other communications; (e) manage and analyze data and/or our advertising effectiveness; and (f) provide us with financial, insurance, legal, accounting, or other professional services, as the case may be. Personal information may be maintained and processed by third party service providers in the US. Our service providers are given the information they need to perform their designated functions and are not authorized to use or disclose personal information for their own marketing or other purposes.
LEGAL AND OTHER REQUIREMENTS
We and our service providers may provide personal information in response to a search warrant or other legally valid inquiry or order (which may include lawful access by US, governmental authorities, courts, or law enforcement agencies), or to other organizations in the case of investigating a breach of an agreement or contravention of law, or detecting, suppressing, or preventing fraud, or as otherwise required or permitted by applicable US law. We may also disclose personal information where necessary for the establishment, exercise, or defense of legal claims and to investigate or prevent an actual or suspected loss or harm to persons or property.
We may transfer personal information as an asset in connection with a proposed or completed merger or sale (including transfers made as part of insolvency or bankruptcy proceeding) involving all or part of our group of companies or as part of a corporate reorganization, financing, or other change in corporate control.
COOKIES, TRACKING TECHNOLOGIES AND ADDITIONAL INFORMATION ABOUT OUR PRODUCTS
When you use our Products, we collect certain information by automated means, such as through server log files, cookies (text files sent to and stored on your Personal Device when you access our websites), web beacons (also known as clear GIFs and pixel tags, which may be used to transmit information back to our Products), embedded scripts (programming code that is designed to collect information about your interactions with the Products, such as the links or features you click on or select, and which is active only when you are using the Products) (collectively, the foregoing are referred to as “Tracking Technologies”).
We use the following Tracking Technologies in connection with the Products:
• Necessary Tracking Technologies: These are Tracking Technologies that are required for the operation of our Products, to enhance your user experience when you use our Products, and to embed third-party features. They include, for example, Tracking Technologies that enable you to log into your account or access the features or web pages you select, remember your preferences, pre-fill form fields you have previously completed, and integrate useful services provided by third party providers into our Products, such as social media features.
• Analytics Tracking Technologies: We use third party web and mobile analytics services such as Google Analytics to help us analyze how visitors use the Products. We may permit these third parties to operate directly on or through our Products, using their own Tracking Technologies, and to collect information about you on our behalf. These Tracking Technologies allow us to measure and analyze behaviors and usage patterns of our customers, such as which pages or features are visited or used most often, for how long, and whether an error message is received by a customer. These analytics services may also provide us with other data they collect outside of our applications in an aggregated, de-identified form. We use this information to help us with Product performance monitoring and enhancement, and technical troubleshooting.
• Interest-Based Advertising Tracking Technologies: When you visit our websites or apps, we may allow some third parties to (such as advertising networks and data analytics companies) collect information about your online activities over time and across different websites and apps (such as websites and apps you visit and response to ads) in order to measure the effectiveness of our marketing campaigns and to deliver ads that are more relevant to you, both on and off our websites. In some instances, we may also combine information we receive about you from third parties with information we collect through our websites. To opt-out of interest-based advertising, please see “Opting-out of Interest-Based Advertising” below.
You may set your web browser or Personal Device settings to notify you when you receive a cookie or to not accept certain Tracking Technologies.
USE OF DE-IDENTIFIED DATA
Some of the information that you share with us or that we collect about you may not by itself identify you to us or be personally identifiable and therefore may not be considered personal information. We may also remove personal identifiers from your information to render such personal information non-identifiable. We maintain and use it as de-identified data, and may combine such de-identified data with other information to generate aggregated data. We use such de-identified and/or aggregated information to help us improve our product and service offerings, and may also provide de-identified and/or aggregated data to researchers in connection with research programs.
THIRD-PARTY LINKS AND INTEGRATIONS
HOW DOES DGV KEEP YOUR INFORMATION SAFE?
We take data privacy seriously and have implemented physical, technical, and administrative safeguards designed to appropriately protect the security and privacy of your personal information against loss, theft, and unauthorized access, copying, use, disclosure, or modification.
We limit access to your personal information to employees and authorized service providers with a need to know to fulfill their designated functions.
HOW LONG DOES DGV KEEP YOUR INFORMATION?
We have information retention processes designed to retain your personal information only for so long as we consider necessary for the purposes set out above, and for other legitimate business purposes including considering criteria such as applicable legal requirements and statutes of limitations, the duration of your use of the Products, and the information needed to support your warranty and support requests. Typically, we will retain your NARBIS account personal information for as long as you have an account on one or more of our Products. We will delete your personal information from our Products if your account becomes inactive, i.e., there has been no user log-in to the account for a period set by us from time-to time (such period of non-activity will not exceed 10 years) or if you withdraw your consent to the processing of your personal information (e.g., if you delete your account). In such case, backup copies of your personal information will be removed from our cloud, however it may persist in our database for a short period (up to 30 days) due to technical reasons. DGV may continue to use de-identified data and aggregate information obtained in connection with your use of the Products. Notwithstanding the forgoing, we may retain your purchase information, warranty, and customer support information to the extent necessary for our legitimate business interests and in accordance with our obligations under applicable law in order to serve you better; to delete this type of personal information, please contact us by our contact information below.
YOUR CHOICES AND PRIVACY RIGHTS
You may have certain rights with respect to our processing of your personal information. Subject to applicable law, you may have the right to: (1) request access to the information we hold about you; (2) request that we update, correct, or amend your information; (3) request that we erase your information; or (4) request the restriction of our use of your personal information. In addition, and subject to applicable law, you may receive, in a structured, commonly used and machine-readable format, the personal information that you have provided to us about you with your consent or based on a contract with us. In appropriate circumstances, you have the right to have this information transmitted to another company, where it is technically feasible.
You also may object at any time to the use of your personal information, on grounds relating to your particular situation, where we use that information based on our legitimate interests as described above. You also may withdraw any consent you previously provided to us, e.g., by deleting any user account you have in connection with our Products or by contacting us by our contact information below. If you do so, this will not affect the lawfulness of our use of your information based on your consent before its withdrawal. Please note that if you revoke your consent to use certain data, you may not be able to use our Products or certain features or functionality of our Products.
If you contact us to do any of the things listed above, we may require you to provide sufficient personal information to allow us to identify you and provide you with the requested information. We will respond to your request within a reasonable time and at minimal or no cost to you in accordance with applicable laws.
If you are not satisfied by our response or if you consider that our processing of your personal information infringes applicable law, you may lodge a complaint with a competent supervisory or regulatory authority, which may be the authority in your jurisdiction of residence or work.
CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
California Civil Code Section § 1798.83 permits users who are California residents to request certain information, including the categories of personal information disclosed to third parties for their marketing purposes and the names and addresses of those third parties, regarding our disclosure of personal information to third parties for their direct marketing purposes, if any. If you are a California resident and you have questions about our practices with respect to sharing information with third parties and affiliates for their direct marketing purposes, please contact us by our contact information below. Please put the statement “Your California Privacy Rights” in your communication with us.
DGV’S POLICIES FOR CHILDREN
Our Products are only directed to persons of the age of 6 or over. We do not knowingly collect any personal information from children under 6. If we become aware that we have unknowingly collected personal information from a child under the age of 6, we will make commercially reasonable efforts to delete such personal information from our records. If you are concerned and are aware of a user under the age of 6 using our Products, please contact us by our contact information below.
DGV Inc. (“DGV”)
Attn: Data Privacy Officer
Ambler Yards, 300 Brookside Ave, Building 43, Ambler, PA 19002
(a) Do not dispose of NARBIS into fire or hot oven, or mechanically crush or cut the NARBIS or the battery contained within as this may result in an explosion.
(b) Do not expose the NARBIS to an extremely high temperature environment as this may result in an explosion or the leaking of flammable liquid or gas.
(c) Do not expose the NARBIS to extremely low air pressure as that may result in an explosion or the leakage of flammable liquid or gas.
(d) Do not expose the NARBIS to moisture, damp, or wet areas. Only use indoors and store in a dark, dry, and cool place.
(e) Only use the provided cables in the instructed manner. If damage to personal property or personal injury occurs due to misuse as per the instructions, DGV will not be help responsible.
Thirty Day Return Policy
(a) Subject to you complying with DGV’s return procedures, if purchased directly from DGV , any undamaged NARBIS device may be returned to DGV provided you have used it for no more than twenty (20) days from delivery and DGV receives it within thirty (30) days from delivery. To return the NARBIS device, you must contact DGV via www.NARBIS.com/contact to obtain a Return Material Authorization (RMA) number, shipping address, and instructions. You must: (i) ensure that the NARBIS device is not damaged, (ii) comply with the requirements of this Policy, (iii) provide proof of purchase, (iv) package the NARBIS smart glasses in the original, unmarked packaging including, accessories, manuals, and documentation, (v) include the RMA number on and in the packaging, and (iv) prepay all shipping charges. Shipping fees, proper insurance in the amount of the purchase price, handling fees, and customs duties are at your expense and will not be refunded to you. DGV reserves the right to refuse or return smart glasses not sent in compliance with this Policy and charge you processing, shipping and handling charges.
(b) Except for the return rights set out set out in this Section a., all sales are final and you have no right to return products unless there is a defect in the NARBIS smart glasses that is covered under DGV’s Limited Warranty and the NARBIS smart glasses is returned to DGV in compliance with DGV RMA procedures.