Terms & Conditions
In addition to access to the Website and the App, Invensify provides its Users a range of monitoring and reporting services through the Product (collectively the “Services”). For the purposes of the Agreement, access to the Website and the App shall be included under the definition of Services.
This Terms of Service (the “User Terms”) is a legally binding agreement between Invensify and you and governs your purchase of the Product and use of our Products and Services.
IF YOU DO NOT AGREE WITH THE USER TERMS SET FORTH HEREIN, PLEASE REFRAIN FROM PURCHASING OUR PRODUCT AND REGISTERING OR USING OUR WEBSITE OR THE SERVICES. IF YOU USE THE SERVICES AND/OR PRODUCTS OFFERED HEREWITH, YOU ARE BOUND BY THESE USER TERMS.
1. INTRODUCTION TO INVENSIFY PRODUCTS AND THE SERVICES
Our first Product (the “Initial Product”) is a medication monitoring and support device created and developed by Invensify. When you add the Product into your medicine pouch it performs the following functions: (i) monitors and analyses the temperature at which your medication is being maintained and sends you alerts via the App; (ii) it automatically updates the App to create a list of medicines in your pouch; (iii) sends you reminders to take your medications on time, to restock your medication when needed and when your medication expires; (iv) sends you reminders to check your blood glucose levels; and (v) helps you manage your medication on a daily basis.
Our Product and Services are only for use in the United States of America (the “Registered Territory”). Do not access our Product and/or our Services if you reside outside the Registered Territory. We cannot currently provide Services to residents of the European Union and United Kingdom. We will inform you when we begin offering our Products and Services in other territories via reasonable means including updating these User Terms.
4. ELIGIBILITY, ACCOUNT AND ACCESS RESTRICTIONS
Access to and use of the Products and/or the Services is available only to individuals, who are at least 18 years old and can form legally binding agreement, and are not otherwise barred from buying such Products, or visiting our Website or downloading our App, under applicable law. By accessing or using our Products and/or the Services, you represent and warrant that you are eligible.
If you visit our Website or download our App from a location outside of the United States of America, you are responsible for compliance with any relevant and applicable laws of your jurisdiction, or the jurisdiction where our Products will be used or based. Please do not establish an Account, access our Platform or buy our Products and Services if you reside in Europe or while you are in Europe. If you do, you are doing so without our permission and you agree to defend, indemnify, and hold us harmless from any and all damages, claims and cost that we incur as a result of you doing so.
To access and use our Services, you will be asked to establish an account (“Account”) or our Website or the App, whichever may be applicable. To establish an Account, you will be asked to provide certain registration details and other information including a user name and password (collectively “Account Information”). You represent and warrant that the Account Information will at all times be correct, current and complete. You must treat such Account Information as confidential. You agree not to disclose such Account Information to any other person or entity. You agree not to provide any other person/third-party with access to your Account or your Account Information. You are responsible for any purchase of Products by any third-party placed with your Account Information. You agree to indemnify and hold us harmless for any purchases, other activity or third-party claims that result from the use of your Account or your Account Information by any other person, whether or not authorize.
You agree to notify us immediately of any unauthorized access to or use of your Account or your Account Information or other breach of Website’s or App’s security. You agree that we have the right to disable your Account and delete your Account Information, at any time if, in our opinion, you have violated any provision of these User Terms including, without limitation, the terms of this Section 4. You agree to cooperate with us if the security of our Services is compromised by you or another person through the use of your Account or Account Information. You acknowledge that we reserve the right to withdraw or amend your access to our Products and Services in our sole discretion without notice.
5. MEDICAL DISCLAIMERS
THE INITIALPRODUCT IS NOT A MEDICAL DEVICE. AS A USER OF THE PRODUCT IT IS YOUR RESPONSIBILITY TO MONITOR THE DATA RECORDED, STORED AND TRANSMITTED BY THE PRODUCT. THE PRODUCT IS NOT MEANT TO DIAGNOSE DIABETES, A HEART CONDITION OR ANY OTHER DISEASES. THE PRODUCT IS ONLY A MEDICINE MANAGEMENT PRODUCT.
THE INFORMATION PROVIDED TO THE USER THROUGH OUR WEBSITE AND/OR APP DOES NOT UNDER ANY CIRCUMSTANCE CONSTITUTE MEDICAL ADVICE. IF YOU HAVE A MEDICAL EMERGENCY, CONTACT YOUR PHYSICIAN AND CALL 911. WE DO NOT GIVE MEDICAL ADVICE AS PART OF OUR SERVICES, PRODUCTS, WEB PAGE, OR PLATFORM.
6. USER CONTENT
User Content means all content submitted, posted, uploaded, published, or transmitted on or through the Website, the App or through the Products by any User, including but not limited to the Account Information, photographs, profile information, descriptions, postings, reviews, and payments made through the Website and/or the App, but excluding any Invensify content (collectively “User Content”).
You hereby grant Invensify a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in the User Content, in any media now known or not currently known in order to perform and improve upon the Products and the Services.
7. LICENSE TO THE SOFTWARE AND SERVICES
You accept and acknowledge that Invensify is not selling you the Invensify software that is embedded in the Products and the Services (“Software”) and is only licensing the Software to you as per this Section 7.
Subject to your compliance with the User Terms, we grant you a limited, personal, non-exclusive, revocable, and non-sublicensable access to our Services that is available over the Website. If you access the Services via our App, we grant you a limited, non-exclusive, revocable, non-exclusive, non-sublicensable, and nontransferable right to: (a) download, install, and use the App for your use in accordance with these User Terms on a single mobile device owned or otherwise controlled by you, strictly in accordance with these User Terms, and (b) to access, stream, download and use on such mobile device content and Services made available in or otherwise accessible through the App, strictly in accordance with these User Terms.
When accessing any of our Services, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs and other fees that might apply. We grant you a limited, revocable, non-exclusive, non-transferable right to access our Website and use the Services related to or available with the Website.
YOU AGREE THAT INVENSIFY IS NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR USE OF OUR WEBSITE OR THE SERVICES. INVENSIFY PROVIDES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO INVENSIFY FOR THE ABILITY TO ACCESS THE PRODUCTS AND/OR THE SERVICES. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FOR ANY DAMAGES OR COSTS OF ANY NATURE THAT RESULTS FROM YOU USE OF OUR SERVICES, PRODUCTS, PLATFORM OR WEBSITE.
You agree that the Services, including but not limited to the Website, App, graphics, trademarks, and editorial content, contain proprietary content, information and material, are owned by Invensify and/or its licensors, including our customers, brands and agencies, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of the Services or in any manner that is inconsistent with these User Terms.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, Trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Invensify is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using the Services.
9. PRODUCT TERMS OF SALE
Offer and Acceptance
You can purchase our Products from our Website. Once you purchase the Product, you can download our App and sync the Product to the App.
Delivery and Risk
Prices for the Products do not include shipping costs. Our delivery charges and methods are as described elsewhere on our Website. Delivery timelines/dates specified on our Website or elsewhere are estimates only. While we will endeavor to meet such timelines or dates, we do not undertake, promise or warrant to dispatch Products by a particular date or dates and will not be liable to you in respect of delays or failure to do so. Except as otherwise provided in these User Terms, title and risk of loss to the Products passes from Invensify to the User upon the Products being made available to a common carrier or Invensify’s designee at Invensify’s designated facility.
While we make every effort to ensure that Products appearing on the Website are available, we cannot guarantee that Products are in stock, immediately available, or available for distribution or delivery in all parts of the Registered Territory when you submit your pre-order or order. We may reject your pre-order or order, without liability, if we are unable to process or fulfill it for any reason. If this is the case, we will refund any prior payment that you have made for that item if any such payment has been made.
After the Products have been delivered or placed in the custody of a common carrier, you may not modify or cancel your order; provided, however, we may cancel your order at any time prior to shipment for any reason in our sole discretion, including but not limited to (i) our inability to process or fulfill the order; (ii) you are in a country where Products cannot be purchased or shipped; and (iii) your order does not comply with any applicable User Terms, and in such event, we will authorize our payment processing partners to issue you a credit or refund for any amounts already paid. If you have questions about our cancellation policy, please email us at firstname.lastname@example.org.
Return and Refund
If you are dis-satisfied with the Product, you can return the Product to the address mentioned on the delivery box within 30 days of receipt of the Product. If you return the Product within 30 days of delivery of the Product, you will be eligible for a full refund. However, in the event that you fail to return the Product within 30 days, you will not be eligible to receive any refund.
Depending on the order, Invensify calculates and charges sales tax in accordance with applicable laws.
ONCE CONFIRMED, ALL PRODUCT PURCHASES ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE APPLICABLE CANCELLATION POLICY SET FORTH ABOVE.
Product Specifications and Limited Warranty
All Products specifications, illustrations, drawings, images, particulars, dimensions, performance data and other information on our Website or made available by us are intended to represent no more than a general illustration of Products and their features and do not constitute a warranty or representation by us that Products will conform with the same. Products that are shipped to you may vary from these images or specifications.
PRODUCTS ARE PROVIDED WITHOUT ANY WARRANTIES OR SUPPORT OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND NO OTHER REPRESENTATIONS OR CLAIMS OF ANY KIND WILL BE BINDING ON OR OBLIGATE US. PRODUCTS ARE EXPRESSLY PROVIDED TO YOU “AS IS.” WE DO NOT AND WILL NOT PROVIDE ANY TECHNICAL OR CUSTOMER SUPPORT FOR PRODUCTS WHATSOEVER. IF ANY TECHNICAL SUPPORT OR ASSISTANCE IS PROVIDED WITH RESPECT TO PRODUCTS AND THE USE THEREOF, IT IS PROVIDED “AS IS”, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE USE OR OPERATION OF PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. YOU BEAR ALL RISKS RELATING TO THE USE OF PRODUCTS AND THE QUALITY AND PERFORMANCE OF PRODUCTS AND ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION EXCEPT AS EXPRESSLY SET FORTH AS PART OF THE CANCELLATION POLICY. THESE USER TERMS STATE YOUR SOLE AND EXCLUSIVE REMEDIES. SOME JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OR LIMITATION OF WARRANTIES, SO THE ABOVE DISCLAIMER OR LIMITATION MAY NOT APPLY TO YOU.
Invensify is headquarters in the United States of America (“U.S”), any access to our Products and/or Services are available only for use in the U.S. Do not create an account on our Services if you reside outside the United States of America. Please be aware that information you provide to us may be processed and transferred to the U.S and be subject to U.S. law. The privacy and data protection laws in the U.S. may not be equivalent to such laws in your country of residence. By using the Product and/or Services, or by providing Invensify with your information, you consent to this collection, transfer, storage, and processing of information to and in the U.S. We will take all steps reasonably necessary to ensure that your data is treated securely in accordance with this Policy.
10. PAYMENT TERMS
By providing a credit card or other payment method accepted by Invensify, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change, or update payment information associated with your Invensify Account, you can do so at any time by logging into your Account and editing your payment information. All Products offered on our Website are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products and/or Services without prior notice. Prices for the Products and Services are subject to change at any time, but changes will not affect any order for Products you have already placed.
Invensify reserves the right, at its sole discretion, to change or modify these User Terms at any time. In the event, we modify these User Terms, such modifications shall be binding on you only upon your acceptance of the modified User Terms. We will inform you about the modifications via email or comparable means within 15 days of such modification. We will also post the modified version on this page. Your continued use of the Products and the Services shall constitute your consent to such changes. Invensify may change, modify, suspend, or discontinue any aspect of the Products and the Services at any time without notice or liability.
12. ACCESS & PROHIBITED USE
You may use the Products and the Services only for lawful purposes and in accordance with these User Terms. You warrant, represent and agree that you will NOT to use the Products and/or the Services:
In a way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States of America or other countries).
To send, knowingly receive, upload, download, use or re-use any material which does not comply with these User Terms.
To impersonate or attempt to impersonate Invensify, a Invensify employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use of the Products and the Services, or which, as determined by us, may harm Invensify or our customers or expose them to liability.
In any manner that could disable, overburden, damage, or impair the Website or the App or interfere with any other party’s use of the Products and/or the Services.
To introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt the Products and/or the Services.
To introduce any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Products and/or the Services.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Impersonate any person or misrepresent your identity or affiliation with in our registration process.
YOU AGREE TO INDEMNIFY AND HOLD INVENSIFY, ITS RELATED COMPANIES AND THEIR EMPLOYEES, AGENTS, OR CONTRACTORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS OF VIOLATIONS OF THIS SECTION AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF OR RESULTING FROM SUCH INVESTIGATIONS BY ANY OF THE FOREGOING PARTIES OR LAW ENFORCEMENT AUTHORITIES.
13. THIRD-PARTY INTERACTIONS
Our Website and/or the App may contain links to third-party websites, third-party applications, and third-party advertisements (“Third-Party Websites & Advertisements”). However, we are not responsible for any Third-Party Websites & Advertisements. The Company provides these Third-Party Websites & Advertisements only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites & Advertisement, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You acknowledge and agree that the availability of the App is dependent on the third party from which you received the license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that these User Terms govern the relationship between you and us and not with the App Store. We, not the App Store, is solely responsible for the Products and the Service, including the App, the content thereof, maintenance, support services and warranty thereof, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App.
14. EMAILS, TEXT MESSAGES AND MOBILE PHONE CONSENT
You understand and agree that you may receive information and push notifications from Invensify via text messaging or through the App. You hereby consent to receive communications via the App, text message, or for calls to your mobile number. You acknowledge that you may include additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not us.
Email Subscription.You can always unsubscribe from our commercial or promotional emails, but we will still send you transactional and relational emails about your Account, use of our Products, and your Purchases.
Push Notification.You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Products and/or Services.
In the event that any information is disclosed to you through your access to the Products and/or the Services related in any way to Invensify and Invensify’s business and its customers which we deem to be confidential and proprietary, you agree to promptly notify Invensify about such disclosure and hold such information in the strictest of confidence. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Products and/or the Services (“Submissions”), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You shall indemnify, defend and hold Invensify and our officers, employees, managers, directors, customers and agents (the “Invensify Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Invensify Indemnified Parties arising from any of the following: (i) a breach of these User Terms; (ii) the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors; (iii) incorrect information provided by you in your Account or elsewhere ; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
17. DISCLAIMER OF WARRANTIES
Your access to and use of the Products and/or the Services or any content are at your own risk. You understand and agree that the Products and/or the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, INVENSIFY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Invensify makes no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Invensify or through the Services, will create any warranty or representation not expressly made herein.
18. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVENSIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INVENSIFY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID INVENSIFY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT INVENSIFY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVE, KNOWINGLY AND FREELY ASSUME ALL RISK WHEN ACCESSING THE SERVICES AND THE WEBSITE. YOU, ON BEHALF OF YOURSELF, AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY INVENSIFY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE WEBSITE, OR THE SERVICES (II) YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM THE USE OF THE WEBSITE OR THE SERVICES, (III) VIOLATION OF THESE USER TERMS, INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES, (IV) CLAIMS, OR ANY DECISION BY A COURT, ARBITRATOR, OR GOVERNMENT AGENCY, THAT INVENSIFY IS OBLIGATED TO PAY ANY WITHHOLDING TAXES, SOCIAL SECURITY, UNEMPLOYMENT OR DISABILITY INSURANCE OR SIMILAR ITEMS IN CONNECTION WITH ANY PAYMENT RECEIVED BY YOU UNDER THE USER TERMS, (V) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR INTELLECTUAL PROPERTY RIGHTS, (VII) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION, (VIII) YOUR WILLFUL MISCONDUCT, OR (IX) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE WITH YOUR UNIQUE USERNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
19. COPYRIGHT INFRINGEMENT AND DMCA NOTICE
If you believe that any content on our Website and/or App violate your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) (“DMCA Takedown Notice”) must be provided to our designated Copyright Agent. It is our policy to terminate the accounts of repeat infringers.
Your physical or electronic signature;
Identification of the copyrighted work(s) that you claim to have been infringed;
Identification of the material on our services that you claim is infringing and that you request us to remove;
Sufficient information to permit us to locate such material;
Your address, telephone number, and e-mail address;
A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has been infringed or that you are authorized to act on behalf of the copyright owner.
The Invensify Copyright Agent to receive the DMCA Takedown Notices is Faizan Ahmed, Invensify Corp. Attn: DMCA Notice, 3240 Scott Blvd, Santa Clara, CA - 95054. You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use the Product or Services under your Account and will need to register for a separate Account with Invensify and accept these User Terms. Upon termination of these User Terms, your Account and your right to use the Services will automatically terminate.
Sections 7, 12, 15-22, 25, 26 and 27 shall survive any termination or expiration of this Agreement.
These User Terms are only for your benefit. You shall have no right to assign these User Terms or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
22. ANTI-BRIBERY AND EXPORT COMPLIANCE
You agree not to promote, approach or use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Products and/or the Services in violation of any Laws or these User Terms, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation.
23. RELATIONSHIP OF PARTIES
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, agent/servant. The User has no power or authority to bind Invensify to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Invensify.
24. GOVERNING LAW
This Agreement shall be governed by the law of the State of California, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in California, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 25.
25. DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH INVENSIFY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Invensify agree (a) to waive your and Invensify’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Products and Services, resolved in a court, and (b) to waive your and Invensify’s respective rights to a jury trial. Instead, you and Invensify agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions
You and Invensify agree that any Dispute arising out of or related to these User Terms or the Products and the Services is personal to you and Invensify and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Invensify agree that there will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Invensify agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act
You and Invensify agree that these User Terms affect interstate commerce and that the enforceability of this Section 25 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
Notice; Informal Dispute Resolution
You and Invensify agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Invensify shall be sent by certified mail or courier to Invensify Corp., Attn: Legal, 3240 Scott Blvd, Santa Clara, CA - 95054. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Invensify account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Invensify cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Invensify may, as appropriate and in accordance with this Section 25, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND INVENSIFY AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR INVENSIFY WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND INVENSIFY WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Invensify agree that (a) any arbitration will occur in San Francisco, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of Illinois, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
Authority of Arbitrator
As limited by the FAA, these User Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these User Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules. discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Rules of AAA
The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these User Terms, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
If any term, clause or provision of this Section 25 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 25 will remain valid and enforceable. Further, the waivers set forth in Section 25 are severable from the other provisions of these User Terms and will remain valid and enforceable, except as prohibited by applicable law.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the USER terms of this Section 25 by writing to: INVENSIFY CORP., Re: OPT-OUT, INVENSIFY CORP. 3240 SCOTT BLVD, SANTA CLARA, CA - 95054. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 25.
26. FORCE MAJEURE
Neither Invensify nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, food preparation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
PLEASE NOTE THAT BY USING THE WE THE PRODUCT OR THE YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE USER TERMS, PLEASE DO NOT USE OUR WEBSITE, THE APP, THE SERVICES, AND/OR THE PRODUCTS AND EXIT THIS PAGE IMMEDIATELY.