Terms of Service

NIMBIO

TERMS OF SERVICE

Last Updated: March 23, 2023

PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE LOCATED AT WWW.NIMBIO.COM (AND ITS SUBDOMAINS) (THE “WEBSITE”) AND THE NIMBIO APPLICATION AVAILABLE FOR DOWNLOAD TO YOUR DEVICE (THE “APP”).

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN A USER OF OUR WEBSITE AND/OR APP (“YOU” OR “YOUR”) AND THE OPERATOR OF THE WEBSITE AND APP, NIMBIO LABS, INC. (“NIMBIO,” “WE,” “US,” OR “OUR”).  THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE,  APP AND OUR SERVICES.  

BY ACCESSING, REGISTERING FOR, USING OR DOWNLOADING THE WEBSITE AND/OR APP, YOU (AND YOUR PARENT OR GUARDIAN, IF NEEDED): (1) REPRESENT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND OUR PRIVACY POLICY; AND (2) ACCEPT AND AGREE TO THIS AGREEMENT AND OUR PRIVACY POLICY.   PLEASE DO NOT USE THE WEBSITE AND APP IF YOU DO NOT AGREE TO THIS AGREEMENT AND OUR PRIVACY POLICY. 

We use these important terms throughout the Agreement to mean the following:

• “Admin” means the person or entity who owns or controls a residential or commercial Property where a Nimbio System is installed and being operated for one or more Entry Points.
• “Authorized Keyholder” means any person or entity invited by an Admin or other Authorized Keyholder to access a Property, such as personal visitors, employees of businesses located in a Property, delivery services to a Property, maintenance personnel, and other service providers.
• “Entry Point” means a door, gate or other locked entry point for a Property that is equipped with a Nimbio System to enable an Authorized Keyholder or Integrated Partner to open the door, gate or other entry point electronically.
• “Key” or “Keys” refer to Master Keys and Shared Keys as described in more detail in the section below entitled Using Keys for Entry Points.
• “Nimbio System” means Nimbio hardware installed at one or more Entry Points for a Property to enable remote access to the Entry Point using the App.
• “Property(ies)” means a residential or commercial Property with at least one Entry Point equipped with a Nimbio System.
• “Services” means all of the products and services offered to you by Nimbio through the Website and App to enable “smart” electric door/gate opening functionality at a Property.
• “Users” means any and all users of the Website and/or App, including but not limited to Admins, Authorized Keyholders, and other visitors to our Website.  It is possible that a User may be using the Website and/or App in connection with multiple Properties and in one or more different User capacities at any given time.

Changes to Agreement

We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion without prior notice to you and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above.  Your continued use of the Website and/or App will confirm your acceptance of the updated Agreement.  We encourage you to frequently review the Agreement to ensure you understand the latest terms and conditions associated with use of the Website and App.  If you do not agree to the updated Agreement, you must uninstall and/or discontinue using the App, Website and Services.

Privacy Policy

Please refer to our Privacy Policy (the “Privacy Policy“) for information regarding how we collect, use and disclose information about you in connection with your use of the Website, App and our Services, and regarding how others collect, use and disclose information about you.   

Eligibility

Companies, Organizations & Other Legal Entities. If you are entering into this Agreement on behalf of a company, organization or other legal entity (for example, as an employee or contractor of an Admin or Authorized Keyholder), you represent that you have the authority to bind such entity and its affiliates, in which case the terms “you” or “your” shall also refer to such entity and its affiliates. You further agree that you assume all responsibility and liability in connection with your use of the Website and App on behalf of such company, organization or other legal entity, and you shall be solely responsible for all disputes, if any, that arise due to your use of the Website and App on behalf of such company, organization or other legal entity.

Children.  The Website, App and Services are available only for individuals aged 13 years or older. If you are age 13 or older but under the age of 18 (or the legal age of majority where you reside if that jurisdiction has an older age of majority), then you agree to review this Agreement with your parent or guardian to make sure that both you and your parent or guardian understand and agree to this Agreement. You agree to have your parent or guardian review and accept this Agreement on your behalf. If you are a parent or guardian agreeing to this Agreement for the benefit of a child, then you agree to and accept full responsibility for that child’s use of the Website, App and our Services, including all financial charges and legal liability that he or she may incur. 

We may, in our sole discretion, refuse to offer Services to any person or entity and change the eligibility criteria for using the Website, App and Services at any time.

Nimbio Account and Administrative Portal

Account Creation. When you create an account to use the Services (a “Nimbio Account”), Nimbio requires you to provide certain registration information (“Registration Information”) in order to create a Nimbio Account and login credentials to access your Nimbio Account (as described in more detail in our Privacy Policy).  You must provide true, accurate, current and complete Registration Information and you agree to update your Registration Information in order to ensure that it remains current.  Once you have created your Nimbio Account, you can securely access the App via your mobile device.  You may only possess one Nimbio Account at a time, even if you are using the App for managing or obtaining access to multiple Properties.  Nimbio reserves the right to reject your registration without explanation. 

Administrative Portal. Nimbio offers Users the ability to access an administrative portal via the Website and/or App (the “Admin Portal”) in order to manage their Nimbio Account, issue Keys, view Usage History (as described below), and configure the Services for use in a variety of ways.

App Removal. You may delete the App at any time, for any reason, by using the standard uninstall processes as may be available as part of your mobile device.      

Using Keys for Entry Points

We refer to the following types of Keys in this Agreement:

• “Master Keys” are provided by Admins to Authorized Keyholders to access via the App for one or more Entry Points at a Property where a Nimbio System is installed.  

• A Master Key is displayed through the App and requires authorization by an Admin for the Property.

• A Master Key is associated with a specific Property and designated Entry Point(s). 

• Master Keys generally have few if any restrictions and generally allow a holder to create and issue Shared Keys with other Authorized Keyholders (as described in more detail below) if sharing is permitted by the Admin authorizing and issuing the Master Key.

• Subscription fees may apply to your use of Master Keys and/or rights to create Shared Keys.  

• “Shared Keys” are used to pre-approve access to specific Entry Points for certain Authorized Keyholders.  Shared Keys may be created by the holder of a Master Key, or by the holder of a Shared Key that has been configured to permit creation of additional Shared Keys.

• Shared Keys have different options, including a variety of access and notification permissions. A Shared Key may sometimes be shared further if specifically permitted by the Admin for the Property and the holder of the Master Key issuing the original Shared Key.  A more detailed explanation of the types and uses of Shared Keys is available on our Website. 
• Subscription fees may apply to your use of Shared Keys and/or rights to create additional Shared Keys.

Please be careful to only authorize trusted and appropriate individuals as Authorized Keyholders for the purpose of accessing Entry Points using a Nimbio System. If you are an Admin, you acknowledge that you are solely responsible for thoroughly examining and assessing all individuals that you authorize as Authorized Keyholders for the purpose of using any Nimbio System, and that prior to such authorization you will ensure that any such individual is aware of and capable of complying with this Agreement.

Usage History  

The Services create and process information about the issuance, sharing and usage of Keys (“Usage Data”) as described in more detail in our Privacy Policy.  

• Admin Access to Usage History:  Nimbio may make reasonable Usage Data available to Admins in their Nimbio Account and in the Admin Portal.  Nimbio will not provide Usage Data to any third parties unless otherwise required by applicable law or legal process.

All Authorized Keyholders should be aware that Admins will have visibility of Usage Data for all Keys used in connection with a Nimbio System administered by the Admin in the following way:  When any Key (including Master Keys and Shared Keys) associated with an Authorized Keyholder of the Admin is used to access an Entry Point, the applicable Admin will be able to see that a Key associated with the Authorized Keyholder was used, but in the case of Shared Keys, this information will not identify the identity of the person using the Shared Key.

• Access to Usage History by Authorized Keyholders: When any Key (including Master Keys and Shared Keys) associated with and “under” an Authorized Keyholder is used to access an Entry Point, the applicable primary Authorized Keyholder will be able to see all Usage Data of all Keys associated with and “under” the primary Authorized Keyholder, including which specific Key was used.  

While Nimbio strives to capture all access events, in limited instances, we may experience unintentional loss of Usage Data that is associated with the operation of our products.  Such expected Usage Data loss may limit your ability to view certain access events.

Integrated Partners.  Nimbio partners with certain third party delivery companies and other service providers (“Integrated Partners”) to enable Integrated Partners to access Entry Points at a Property in the ordinary course of providing deliveries and other services to the Property and/or Users residing or working at the Property.  Integrated Partners will have direct technology integrations with Nimbio in order to permit their delivery personnel entry to a Property via the Nimbio device.

Nimbio will notify you if any Integrated Partners are available in your service region and an Admin will have the option to opt-out/disable entry to its Property for other Integrated Partners at their discretion.  All other service providers and other visitors to your Property will need to have the App and be issued a Key in order to access an Entry Point.

Security of Keys and Accounts

Account and Key Security.  You are responsible for all activity that occurs under your Nimbio Account, including any activity by Authorized Keyholders.  You agree to use the App solely on your mobile device and at all times to maintain the security and confidentiality of authentications, access codes, passwords, and other credentials (as well as any communications transmitting such credentials to you) associated with your Nimbio Account.  You must keep secure all Keys that you hold in your Nimbio Account and use in connection with a Nimbio System and our Services.  You may never use the Keys issued to another User and you are responsible for all use of the Keys in your Nimbio Account, whether or not authorized by you.

Incident Notification. In order to help us maintain the security of Nimbio Systems and our Services, you must notify us immediately at [email protected] of any known or reasonably suspected fraud, breach of security or unauthorized use of your Nimbio Account, Keys, or any passwords or access credentials, and you should immediately change your password, as applicable, to prevent further unauthorized use.

Terms of Access and Use for Services

Subject to each User’s compliance with this Agreement and all applicable laws, Nimbio grants the User a limited, nonexclusive, non-transferable and revocable license to access and use the Website, App (including the messaging functionality), and Services, together with the Nimbio Content, for personal or commercial purposes, as the case may be, in accordance with the terms and conditions of this Agreement and any separate written agreement with Nimbio providing for additional terms and conditions applicable to its relationship with Nimbio and use of a Nimbio System, Nimbio APIs and other products and services offered by Nimbio (the “Additional Terms”), including, but not limited to, the Privacy Policy and Hardware and Installation Terms, which are collectively integrated by reference into this Agreement.  In the event of a conflict between the terms of this Agreement and any Additional Terms between you and Nimbio, the Additional Terms will control.

This Agreement and the terms of the license described above will also govern upgrades, future releases, updates and additions to the Website’s and App’s functionality provided by Nimbio that replace or supplement an earlier version of the Website or App, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.  

Hardware & Installation Terms

Additional Terms made available to you on the Website or otherwise by Nimbio will apply to your purchase, use and/or installation of a Nimbio System (the “Hardware and Installation Terms”), including but not limited to the Terms and Conditions for Nimbio Products at https://start.nimbio.com/tcnp , the Nimbio Installation Policy at https://start.nimbio.com/installationpolicy , and the Nimbio Warranty Statement at https://start.nimbio.com/warranty .  

Modification to Website, App and Services

Nimbio may, at any time, modify, suspend or discontinue the Website, App and/or Services, or any part thereof, with or without notice.  Nimbio will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, App and/or Services as permitted herein.  

In the future we may offer additional services, features, functionalities and in-App purchases.  Any future release, update or other addition to the functionality of the Website, App and/or Services is subject to this Agreement, unless otherwise provided in terms associated with such addition.

Conduct Guidelines

The rights granted to you under this Agreement are subject to the following conduct guidelines concerning the Website and App:

• You may not access the Services using a third party’s account, and you will not allow others to use your Nimbio Account.  You may not create a Nimbio Account using registration information that is not yours or otherwise try to impersonate another User or person;
• You will not copy, reproduce, distribute, transmit, republish, post, publicly perform or publicly display the Website, App and/or Services or any information or content made available on or through the Website, App and/or Services;
• You will not license, sell, rent, lease, transfer, assign, host or otherwise commercially exploit the Website, App and/or Services;
• You will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, frame, reverse compile or reverse engineer any part of the Website, App and/or Services; 
• You will not access or use the Website, App and/or Services to build a similar or competitive service or application; 
• You will not remove or destroy any copyright notices or other proprietary markings contained on or in any portion of the Website or App; 
• You will not use any scraping, data mining, robots or similar data gathering or extraction methods on the Website or App, and you will not collect or harvest any personally identifiable information, including account usernames and passwords;
• You will not create or compile, directly or indirectly, any collection, compilation, database, or directory from the Website, App, Services and/or Nimbio Accounts;
• You will not disrupt the operation of the Website, App and/or Services in any manner or impose an unreasonable or disproportionately large load on our infrastructure, for example by using methods such as denial of service attacks, flooding and spamming;
• You will not transmit any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
• You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Website or App;
• You will not probe, scan or test the vulnerability of our system or network or attempt to breach security or authentication measures;
• You will not upload invalid data, viruses, worms, keyloggers, spyware, Trojan horses, time bombs, malicious or harmful code, or other software agents through the Website or App;
• You will not violate any requirements, procedures, policies or regulations of the networks and systems of our Integrated Partners if connected to Nimbio; 
• You will not hack, spam or phish Nimbio, Integrated Partners and/or Users of the Website, App and/or Services;
• You will not use the Website, App and/or Services other than for their intended purposes; and 
• You will not access or use the Website, App and/or Services in an unlawful way or for an unlawful or illegitimate purpose.

You are solely responsible for complying with all laws, rules and regulations applicable to you when you use the Website, App and/or Services, including but not limited to (i) any laws requiring notice to or consent of third parties with respect to your use of a Nimbio System, (ii) any applicable building or fire codes; or (iii) any laws or regulations related to access control and security devices, home-sharing, or short-term rentals. 

You agree to comply with the above conduct and usage requirements (“Conduct Guidelines”) and agree not to assist or permit any person to engage in any conduct that does not comply with the above conduct.  Any use of the Website, App and/or Services in violation of these Conduct Guidelines is prohibited and may result in our suspension or termination of your right to use the Website, App and/or Services, removal of your Nimbio Account, and may possibly expose you to legal action and damages.  In the event that Nimbio believes that you have breached any of the above Conduct Guidelines, Nimbio reserves the right to suspend and/or permanently terminate your Nimbio Account at our sole discretion.  

Nimbio Content 

Except for User Content and Third Party Content (each defined below), all information and materials contained on or within the Website and App, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, photographs, audio, video, white papers, press releases, names, product names or descriptions, icons, typefaces, software (both source and object code), format, queries, algorithms and written and other materials and information (collectively, “Nimbio Content“), as well as their selection and arrangement, and all intellectual property and other rights relating to Nimbio Content, as between you and Nimbio, are solely and exclusively owned by Nimbio.  You will not delete or alter any copyright, trademark or other proprietary rights notices from Nimbio Content.

User Content 

Certain features of the Website, App and/or Services now or in the future may allow you to post, submit, publish, display, share, store or manage ideas, opinions, recommendations, and other information, which data and content could include your name, business logo and other marks (if applicable), photos and videos (collectively, “User Content”).   You agree that Nimbio may use and display any User Content you voluntarily provide in connection with operating the Website, App and Services, including (if applicable) publicly displaying your User Content on our Website and/or through the App, subject to the terms of our Privacy Policy.  User Content must comply with all applicable federal, state, local and international laws and regulations.

Any User Content is posted and otherwise made available on our Website or through the App on a non-confidential and non-proprietary basis.  By providing User Content, you grant Nimbio and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the worldwide, unrestricted, royalty-free, irrevocable, transferable, sub-licensable right to publish, publicly display and perform, modify, edit, alter and otherwise use the User Content in whole or in part, without further consent, review or participation from you, for any purpose throughout the world.  You represent and warrant that (i) you own or control all rights in and to the User Content and have the right to grant the license granted above; and (ii) all of your User Content does and will comply with this Agreement. We reserve the right to use, not use, or discontinue using any User Content in our sole discretion at any time, subject to the terms of our Privacy Policy.

Third Party Content

The Website, App and Services may contain proprietary information and materials licensed or provided to Nimbio by third parties in connection with Nimbio’s provision of the Services and/or other business purposes (collectively, “Third Party Content”).  Third Party Content is the copyrighted work of its owner, who expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. 

No Reliance

Any reliance you place on Nimbio Content, User Content and Third Party Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other User, or by anyone who may be informed of any of its contents.

All statements and/or opinions expressed in the User Content and Third Party Content are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Nimbio. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Fees, Payments and Taxes

You understand and agree that installation of a Nimbio System may provide opportunities to purchase products or services.  The Website and/or App will facilitate your payment of any related fees, charges, premiums, and/or taxes, as the case may be.  All charges are final and non-refundable.

Ownership

Nimbio and/or its licensors own all right, title and interest, including all related intellectual property rights, in and to the Website, App, Services, Nimbio Content and Third Party Content.  This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website, App, Services, Nimbio Content and/or Third Party Content.  Nimbio reserves all rights not expressly granted in this Agreement. 

All trademarks, service marks, logos, slogans and taglines displayed on or through the Website and App are the property of Nimbio and its licensors or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Website and App without the express written permission of Nimbio, or such third-party that may own the trademark, service mark, logo, slogan or tagline.

Confidential Information

Users acknowledge that, if in connection with this Agreement, any Additional Terms, their relationship with Nimbio, or otherwise, a User obtains information relating to a Nimbio System, the Services, or to Nimbio itself, which is of a confidential and proprietary nature (“Confidential Information”), the User shall keep in trust and confidence all such Confidential Information and shall not use such Confidential Information other than as expressly authorized by Nimbio, nor shall User disclose any such Confidential Information to any third party without Nimbio’s written consent. Confidential Information could include, but is not limited to, any information about a Nimbio System, trade secrets, know how, inventions, techniques, processes, schematics, documentation, financial information, or sales and marketing plans or information.   Without prejudice to any other rights or remedies Nimbio may have, Users acknowledge and agree that (i) if a User breaches or threatens to breach his, his, or its confidentiality obligations under this Agreement, Nimbio will suffer immediate, irreparable harm for which monetary damages would provide inadequate compensation; (ii) Nimbio shall be entitled to the remedies of injunction, specific performance and any other remedies available at law or in equity for any such threatened or actual breach; and (iii) Users waive any requirement for the securing or posting of any bond in connection with any such remedy, in addition to waiving the adequacy of a remedy at law as a defense to such relief.

Your Feedback

We welcome feedback, comments and suggestions for improvements to the Website, App and/or Services (“Feedback”).  You can submit Feedback by emailing us at [email protected]. You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any Feedback provided by you to us with respect to the Website, App and/or Services, and we can use, disclose, reproduce, license and otherwise distribute and exploit Feedback in any manner without obligation or restriction of any kind on account of intellectual property rights or otherwise. Nimbio will treat any Feedback you provide to us as non-confidential and non-proprietary.  

Consent to Electronic Notice

By using the App, you agree that Nimbio may communicate with you electronically regarding administrative, security and other issues relating to your use of the Website, App and Services. You agree that any notices, agreements, disclosures or other communications that Nimbio sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.  The foregoing does not affect your statutory rights.

General Disclaimers of Nimbio 

To the fullest extent allowed by law, Nimbio is not responsible for damage or liability caused by: (i) use of a Nimbio System and our Services for purposes other than for which the Nimbio System and Services are designed or intended, or in improper conditions or in violation of this Agreement or other written instructions provided by Nimbio; (ii) normal wear and tear or aging of a Nimbio System; (iii) improper repair, operation, maintenance or connections to a Nimbio System; (iv) attempted repair of a Nimbio System by anyone other than a service provider authorized by Nimbio; or (v) entry to a Property by, or the subsequent acts or omissions of, any person or persons who uses, bypasses or otherwise exploits a Nimbio System to access a Property. 

YOU AGREE THAT YOUR USE OF THE WEBSITE, APP AND SERVICES IS AT YOUR OWN RISK, AND THAT THE WEBSITE, APP AND SERVICES, AND ALL CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, APP AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NIMBIO AND ITS AFFILIATES, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. NIMBIO AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT ANY ASPECT OF THE WEBSITE, APP AND SERVICES: (I) WILL OPERATE ERROR-, BUG- OR DEFECT-FREE, OR BE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, OR BE COMPLETELY SECURE, (II) WILL MEET YOUR REQUIREMENTS OR BE SUITABLE FOR YOUR PARTICULAR INTENDED USE, OR (III) WILL COMPLY WITH THE LAWS, REGULATIONS OR REGULATORY GUIDELINES THAT ARE APPLICABLE TO YOU.    

NIMBIO CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET, OR FOR YOUR MISUSE OF ANY ADVICE, IDEAS, INFORMATION, CONTENT, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE WEBSITE, APP AND/OR SERVICES. 

Limitation of Liability 

IN NO EVENT SHALL NIMBIO OR ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR DEVICE OR OTHERWISE, OR SIMILAR DAMAGES) RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) YOUR USE OR INABILITY TO USE THE WEBSITE, APP AND/OR SERVICES, OR ERRORS, MISTAKES, OR INACCURACIES IN NIMBIO CONTENT, USER CONTENT OR THIRD PARTY CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, APP AND SERVICES, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE WEBSITE, APP AND/OR SERVICES, (III) ANY INFRINGEMENT BY THE WEBSITE, APP AND/OR SERVICES OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR APP, (V) ANY ERRORS OR OMISSIONS IN THE WEBSITE, APP AND/OR SERVICES, IN EACH CASE WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NIMBIO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

General Release

You are solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs (“Liabilities”) suffered by you or any third party as a result of your use of a Nimbio System and the Website, App and/or Services.  To the maximum extent permitted by applicable law, you hereby release the Nimbio Parties (as defined below) from any and all responsibility and liability for the foregoing.

YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE AND HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”  You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Nimbio Parties pertaining to the subject matter of this section. 

Indemnification By You

Without limiting the generality or effect of other provisions of this Agreement, as a condition of accessing or using the Website, App and/or Services, you agree, at your expense, to indemnify and hold harmless Nimbio and its affiliates, licensors and suppliers, and our and their officers, directors, employees and agents (“Nimbio Parties”), from and against any and all losses, costs, damages, liabilities and expenses (including without limitation attorneys’ fees) in relation to or arising from (i) your use or inability to use the Website, App and/or Services, (ii) your failure to comply with any applicable laws and regulations (including any privacy laws), (iii) your violation of any third party right, including without limitation any copyright, property or privacy right, (iv) User Content, if any, or (v) your breach of any obligations set forth in this Agreement.  You shall not settle any such claim without the written consent of the applicable indemnified party.

For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.

Term, Suspension and Termination 

This Agreement will remain in full force and effect while you use the Website, App and/or Services. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such actions could include suspending or terminating your rights with respect to the Website, App or Service, with or without notice. If your rights with respect to the Website, App or Services are suspended or terminated, you agree to make no further use of the Website, App and Services as directed by Nimbio for the duration of the suspension or indefinitely following termination.  

ARBITRATION CLAUSE & CLASS ACTION WAIVER – APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Las Vegas, Nevada, United States of America, before one arbitrator.  If the dispute, claim or controversy exceeds $250,000, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”), and if not, the arbitration shall be administered by JAMS pursuant to the Rules and in accordance with the Expedited Procedures or similar process set forth in the Rules.  Judgment on the award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.  If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

YOU AND NIMBIO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

YOU AND NIMBIO EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND THIS WAIVER APPLIES REGARDLESS OF THE TYPE OF DISPUTE, WHETHER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER THEORY.

Additional Terms for Apple Device Users

The following additional terms and conditions govern your use of the App should you choose to download it via the Apple App Store (if such downloads are available) or operate it on any device you own or control which runs any Apple mobile operating system, including, but not limited to, iPhone, iPad and iPod touch devices (each, an “Apple Device”). You hereby acknowledge that this Agreement is between you and Nimbio, and not Apple, Inc. (“Apple”) and that Nimbio, and not Apple, is solely responsible for the App and content thereof that you downloaded via the Apple App Store and installed on your Apple Device.  

Scope of License. Without limiting the other terms and conditions of this Agreement, you may only use the App on your Apple Device as permitted by the Usage Rules set forth in the App Store Terms of Service.

Maintenance and Support: Nimbio is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Nimbio and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

Warranty: The App is provided subject to the disclaimers and limitation of liability sections above. If any warranty is imposed by law in respect of the App and not effectively disclaimed by that section, then in the event of any failure of the App to conform to such warranty, you may notify Apple, and Apple will refund you the purchase price (if any) for the App; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to such warranty will be Nimbio’s sole responsibility.

Product Claims: You acknowledge that Nimbio, not Apple, is responsible for addressing any claim you or any third-party may have relating to the App or your possession and/or use of the App, including but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.

Intellectual Property Rights: You acknowledge that, in the event of any third-party claim that the App or your possession and/or use of the App infringes that third-party’s intellectual property rights, Nimbio, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, and (iii) you will comply with all relevant U.N. and EU sanctions and embargoes.

Developer Name and Address: Any questions, comments, complaints or claims relating to the App and/or your use of the App must be directed to: Nimbio Labs, Inc., 5850 Polaris Ave, Suite 1600, Las Vegas, NV, 89118.

Third-Party Beneficiary: You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement and, upon your acceptance of the terms of this Agreement, Apple will have the right (and is deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

Location of the Services

We operate or control the Website, App and Services from within the United States.  We make no representation or warranty that all of the features of the Website, App and/or Services will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use the Website, App or Services from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.

You shall adhere to all applicable export control laws and regulations with respect to the Website, App and Services, and will not export or re-export or permit access to the Website, App and/or Services, in whole or in part, directly or indirectly, to any country to which such export or re-export is restricted by any laws or regulations of the U.S. unless properly authorized by the U.S. Government.  You represent that you or your company/organization is not named on any U.S. or other applicable government denied-party list.

Force Majeure

You agree that Nimbio is not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, pandemics and epidemics, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

General Terms

This Agreement shall be governed by the laws of the State of Nevada without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement, together with any Additional Terms incorporated herein by reference, constitute the sole agreements between you and Nimbio for your use and the provision of the Website, App, Services, and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or Nimbio. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Should any provision of this Agreement be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and any rights and licenses granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by Nimbio without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Certain of our licensors and suppliers may be third-party beneficiaries of this Agreement and have the right to enforce this Agreement against you.

Contact Information

If you have questions, complaints or claims with respect to the Website, App, Services, or this Agreement, please contact us using one of the following options: 

By e-mail: [email protected]

By phone: (800) 353-3422