TERMS OF USE

NURO CORP. and its subsidiaries and affiliates (collectively, “NURO”) provides: (1) a website that may be accessed at www.nuro.ca and/or www.nuro.ca subdomains (each a “Site”), (2) services accessible through the Sites (“Services”), and (3) software that may be downloaded to access Services (“Software”), all for use in conjunction with NURO products (“Products”) and in any other ways that NURO provides.

These Terms and Conditions of Service (“Terms”) govern your access to and use of the Services. These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.

THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE SERVICES (INCLUDING THE SITES), YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES.

AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC OR MANUAL SOFTWARE UPDATE OF THE SERVICES AND OF THE PRODUCTS CONNECTED TO THE SERVICES. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SERVICES.

AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

1. Overview, Eligibility, Customer Service, Term and Termination

(a) Overview and Relation to Other Agreements. These Terms govern your use of the Services. Your purchase of any Product is governed by the limited warranty provided with that Product (“Limited Warranty”) and may further be governed by the Terms & Conditions of Sale. The software embedded in the Product (and any updates thereto) (“Product Software”) is licensed and governed by the End User Licensing Agreement. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms, or rules, and the Website Privacy Policy (“Website Privacy Policy”), and the Privacy Statement(“Privacy Statement”), are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services.

(b) Eligibility. You may use the Services only if you can form a binding contract with NURO, and only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Any use or access to the Services by anyone under the age of 18 is strictly prohibited and is a violation of these Terms. The Services are not available to any user previously prohibited from using the Services by NURO.

(c) Customer Service. If you have any questions or concerns regarding the Products, the Services, or these Terms, please contact NURO in writing via email or via its Website Contact Form.

(d) Term and Termination. These Terms will remain in full force and effect so long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. At any time, NURO may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if NURO in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms or rules. 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 (as described below) and will need to register for a separate Account with NURO.

(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.

2. Accounts

To use the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any Canadian or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account, and to maintain your password securely to prevent others from gaining access without your permission. You agree to immediately notify NURO of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. NURO is not liable for any loss or damage arising from your failure to comply with the above requirements.

3. Access to Services

(a) Access and Use. Subject to these Terms, NURO grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services by (i) using the Software in connection with, and solely for the purpose of, controlling and monitoring the Products installed on your property or otherwise accessing a service explicitly provided by NURO for your use (the “Permitted Purpose”) and solely for the Permitted Purpose.

(b) Software Updates. NURO may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Product Software (“Updates”). These may be manually by an Authorized NURO Technical Support Representative or automatically installed without providing any additional notice or receiving any additional consent. You consent that you may be receiving such automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Product. If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and the Product and you agree to promptly install any Updates NURO provides. Your continued use of the Services and the Product is your agreement – (i) to these Terms with respect to the Services, and (ii) to the End User License Agreement with respect to updated Product Software.

(c) Interface to Third Party Products and Services. Over time, NURO may provide the opportunity for you to interface the Products and Services to one or more third party products and services, through and using the Services. Your explicit consent and authorization is required for this interface, and is revocable by you at any time. Once your consent is given for a particular Third Party Product and Service, you agree that NURO may exchange information and control data regarding you and your products, including your personal information, in order to enable the interface you have authorized. Once this information is shared with the Third Party Product or Service, its use will be governed by the third party’s privacy policy and not by NURO’s privacy documentation. You acknowledge and agree that NURO makes no representation or warranty about the safety of any Third Party Products or Services. Accordingly, NURO is not responsible for your use of any Third Party Product or Service or any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to your use of any Third Party Products or Services. It is your responsibility to contact the third party with any question that you may have about their Third Party Products and Services.

(d) Certain materials may be displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, video, images, and illustrations (“Content”). The Content also includes information that you and other users provide us in the course of using the Services (collectively, “User Submissions”), which we may use to provide, maintain and improve the Services. Some content may be visible to others (for example, the Service allows you to upload, post, or otherwise share video or picture-based content). You may also post feedback, comments, questions, or other information on the Sites or third-party web platforms. You are solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, or that you contribute in any manner to the Services; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you automatically license to NURO all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. NURO reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.

(e) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Products; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services or Products; (iii) you agree not to access the Services or Products in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of the Services or Products may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Product, the Software, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by NURO; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

(f) Open Source. Certain items of independent, third party code may be included in the Services, Software or Products that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the Terms of any applicable end user license for such Open Source Software. In particular, nothing in these Terms restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.

(g) Privacy Statement. At NURO, we are dedicated to respecting your privacy.

We pledge to:

- Be transparent about the different types of information we collect and how we use them. - Ask your permission before sharing your Personally Identifiable Information with third parties for purposes other than to provide NURO’s Services, and to do so only when we think they will provide you with a welcomed additional service. - Use data security tools to keep your data safe and protect the NURO Services, Software or Products from unauthorized access. - By using the Services, Software or Products, you agree to allow us to collect and process information as described below.

We use any and all information in order to provide you with all relevant information you might need while using our Services, Software or Products. We may use your contact details to send you this information, or to ask you to participate in surveys about your use of the Services, Software or Products. We may use third-party service providers to perform some of these functions. Those service providers are restricted from sharing your information for any other purpose.

We use industry-standard methods to keep this information safe and secure while it is transmitted over your home network and through the Internet to our cloud servers. Depending on your location and type of data. NURO may process your personal information on servers that may or may not be in your home country.

Under no circumstance do we share personal information for any commercial or marketing purpose unrelated to the delivery of NURO Services, Software or Products without asking you first.

The following are the limited situations where we may share personal information:

- With your consent: We may share personal information when we have your consent. Your explicit consent is required to allow any information exchange on your behalf and you can change your mind at any time.

- We have service technicians who help to answer your questions and who also assist with monitoring our servers for technical problems. These technicians (as well as NURO employees) can access certain information about you or your account in line with this work but these technicians are not allowed to use this data for non-NURO purposes. For example, we have strict policies and technical barriers in place to prevent unauthorized employee access to any personal data.

- Business Transitions: Upon the sale or transfer of the company and/or all or part of its assets, your personal information may be among the items sold or transferred. We will request a purchaser to treat our data under the privacy statement in place at the time of its collection.

- We may provide information to a third party if we believe in good faith that we are required to do so for legal reasons. For example, to respond to legal process, or comply with state and federal laws (or the applicable laws of foreign countries other than Canada). As a result, your personal information may be subject to legal requirements, including lawful requirements to disclose personal information to government authorities, in those jurisdictions.

- If you select an outside party for the purchase, installation, or service of your NURO Services, Software or Products and share your personal information in the process with that outside party, we cannot control the collection, storage or sharing of such information collected by that outside party.

NURO may store your personal information on NURO’s cloud servers for as long as you remain a NURO customer in order to provide you with the Services.

As described above, some information is processed and may be stored directly or temporarily on a NURO Product. If so, all information is encrypted as it is transmitted to NURO and cannot easily be accessed.

You may amend or delete your personal information from these services at any time and upon your request when required. Please note that if asked by law enforcement or other legal reasons, we may retain certain data for a longer period of time, such data being fully disposed of safely once we are authorized to do so.

Please note that this privacy statement may change from time to time. We will provide notice of any changes on this website or by contacting you.

If you have any question, please contact us via the Contact Form on this website or by addressing your e-mailed correspondence to NURO via hello@nuro.ca.

(h) Security. NURO cares about the integrity and security of your personal information. However, NURO cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

(i) Modification. NURO reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that NURO will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.

(j) Access Outside Certain Countries. Although the Sites are accessible worldwide, the Products and Services provided or accessed through or on the Sites are not available to all persons or in all countries. If you choose to access the Sites from outside a country in which NURO supports the Product and Services listed here (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Sites are not designed for use in a non-Target Country and some or all of the features of the Sites may not work or be appropriate for use in such a country. To the extent permissible by law, NURO accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Sites or NURO Software or Products in a non-Target Country. You will be bound by these Terms wherever you access or use the Sites or use the Services.

4. Agreed Usage and Limitations Of NURO Services

(a) Intended Use of NURO Services. The Services are intended to be accessed and used for non-time-critical information and control of NURO Products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond NURO’s control, including Cellular intermittency, GPS constellation uptime, mobile notifications and carriers, ISP uptime, ISP maintenance requirements, among others. You acknowledge these limitations and agree that NURO is not responsible for any damages allegedly caused by the failure or delay of the Services to reflect current status or notifications.

(b) No Life-Safety or Critical Uses of the Services. You acknowledge and agree that the Products and Services, whether standing alone or when interfaced with third-party products or services are not certified for a Life-Safety response although they may offer a similar functionality in certain iterations or versionings. NURO makes no warranty or representation that use of the Products or Services with any third-party product or service will affect or increase any level of safety. YOU UNDERSTAND THAT THE PRODUCTS AND SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM AND THAT NURO WILL NOT BE HELD LIABLE OR RESPONSIBLE TO PHYSICALLY DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. In addition, the NURO Customer Care and Technical Support Representatives cannot be considered a lifesaving solution for people at risk in the home, and they are not trained as nor can be considered as a substitute for professional emergency services. All life threatening and emergency events should be directed to the appropriate response services regardless of any offered functionality in the Services, Software or Products.

(c) Reliability of Notifications. You acknowledge that the Services, including remote access and mobile notifications, are not intended to be 100% reliable and 100% available. We cannot and do not guarantee that you will receive notifications in any given time or at all. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON YOUR NURO PRODUCTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY – THEY ARE NOT A SUBSTITUTE FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. The information provided by NURO on what to do in an emergency is based on authoritative safety sources, but there is no way for NURO to provide specific information relating to a situation in your home or elsewhere. You acknowledge that it is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation.

(d) Temporary Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. NURO does not offer any specific uptime guarantee for the Services.

(e) System Requirements. The Services will not be accessible without: (i) a working Internet Service Provider network in your area that is positioned to communicate reliably with the Products; (ii) an Account; (iii) a computer or mobile computer-based client (required for some functionality); (iv) always-on broadband Internet access in your home; and (v) other system elements that may be specified by NURO. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.

(f) The Services provide you information (“Product Information”) regarding the Products in your possession. All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Product Information through the Services is not a substitute for direct access of the information in the possession.

(g) All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such Content originated and NURO will not be liable for any error or omission in any Content. NURO cannot guarantee the identity of any other user with whom you may interact in the course of using the Services. Additionally, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

(h) You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of NURO; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your NURO Account or anyone else’s Account (such as allowing someone else to log in to the Services as you; (vii) attempts, in any manner, to obtain the password, account, or other security information from any other user; (viii) violates the security of any computer network, or cracks any passwords or security encryption codes; (ix) runs Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the Content; or (xi) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

5. Limitations Of NURO Services Due to Third Parties.

(a) General. NURO Services rely on or interoperate with third party products and services. These third party products and services are beyond NURO’s control, but their operation may impact or be impacted by the use and reliability of the NURO Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third party product vendors and service providers, (ii) these third party products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the NURO Services operate, and (iii) NURO is not responsible for damages and losses due to the operation of these third party products and services.

(b) Third Party Service Providers Used By NURO. You acknowledge that NURO uses third party service providers to enable some aspects of the Services – such as, for example, cellular networks, weather prediction services, GPS satellites, and mobile device notifications through mobile operating system vendors and mobile carriers. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES.

(c) Equipment, ISP, and Carrier. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, home wiring, home Wi-Fi network, and other related equipment (“Equipment”), (ii) your Internet service provider (“ISP”), and (iii) your mobile device carrier (“Carrier”). You acknowledge that you are responsible for all fees charged by your ISP and Carrier in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service, and other policies of your ISP and Carrier.

(d) Third Party Products and Services that Work With NURO Services. NURO may provide the opportunity for you to interface to Third Party Products and Services. Use of any Third Party Products and Services is governed by separate Terms provided by the operator(s) of the applicable Third Party Products and Services. You acknowledge and agree that NURO makes no representation or warranty about the safety of any Third Party Products or Services. Accordingly, NURO is not responsible for your use of any Third Party Product or Service or any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to your use of any Third Party Products or Services. You should contact the Third Party with any questions about their Products and Services.

(e) App Stores. You acknowledge and agree that the availability of third party Apps is dependent on the third party providers from which you download the Apps. You acknowledge that these Terms are between you and NURO and not with an App Store. Each App Store may have its own Terms to which you must agree before downloading Apps from it. You agree to comply with, and your license to use the Apps is conditioned upon your compliance with, such App Store Terms. To the extent such other Terms from such App Store are less restrictive than, or otherwise conflict with, the Terms of these Terms, the more restrictive or conflicting Terms in these Terms apply.

(f) Third Party Website Links and Referrals. The Sites may contain links to other web sites operated by third parties (“Third Party Sites”) and referrals to third party vendors (“Referred Vendors”). Such Third Party Sites and Referred Vendors are not under NURO's control. NURO provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites or Referred Vendors. Your use of these Third Party Sites is at your own risk.

(g) Release Regarding Third Parties. NURO is not responsible for third parties or their products and services, including, without limitation, the App Stores, Third Party Products and Services, Third Party Sites, Referred Vendors, Equipment, ISPs, and Carriers. NURO hereby disclaims and you hereby discharge, waive and release NURO and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

6. Ownership and Intellectual Property

(a) NURO Property. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Services, Software or Products are owned by NURO or its affiliates or our licensors. Your possession, access, and use of the Product, Product Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. NURO and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of NURO. NURO retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.

(b) Feedback. You may choose to, or NURO may invite you to submit comments, suggestions, or ideas about the Services, Software or Products, including how to improve the Products or Services (“Ideas”). By submitting any of these Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place NURO under any fiduciary or other obligation. NURO may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that NURO does not waive any rights to use similar or related ideas previously known to NURO, developed by its employees, or obtained from other sources.

(c) User Submissions. You hereby grant us with a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to access, display, or otherwise use any of your User Submissions (including all related intellectual property rights) solely in connection with providing you the Services, Software or Products and as directed by you. You also hereby do and shall grant each user of the Services a non-exclusive license to access and use any of your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms. Furthermore, you understand that we retain the right at perpetuity to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you and this without any compensation owed to you at any point in time.

7. Indemnity

You agree to defend, indemnify and hold NURO and its licensors and suppliers harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of the Services, Software or Products, (ii) your violation of these Terms, (iii) any User Submissions or Feedback you provide; or (iv) your violation of any law or the rights of any third party. NURO reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify NURO and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without NURO’s prior written consent. NURO will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

8. Warranty Disclaimers

(a) THE WARRANTY FOR ALL NURO PRODUCTS AND SERVICES -- INCLUDING BUT NOT LIMITED TO ALL HARDWARE, SOFTWARE, ALGORITHMS, ARTIFICIAL INTELLIGENCE, WEBSITE, MOBILE APPLICATIONS AND CLOUD-BASED SERVICES -- ARE SET FORTH IN THE LIMITED WARRANTY AND THE EULA, RESPECTIVELY.

(b) THE SERVICES, SOFTWARE OR PRODUCTS ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND NURO AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

(c) NURO AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NURO OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.

(d) NURO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY PRODUCTS AND SERVICES CONNECTED THROUGH THE WORKS WITH NURO PLATFORM) OR ANY HYPERLINKED WEBSITE OR SERVICE, AND NURO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.

(e) WHEN YOU INSTALL, SETUP OR USE PRODUCTS AND SERVICES LIKE THOSE PROVIDED BY NURO YOU ARE GIVEN THE OPPORTUNITY TO ALTER DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE DAMAGE OR LEAD TO NON-RECOMMENDED OPERATION OF YOUR CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR SUCH DAMAGE WHEN YOU CHOOSE PARTICULAR SETTINGS OR SET OR ADJUST DEFAULTS.

(f) NURO MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND NURO WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. NURO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.

9. Limitation of Liability

Nothing in these Terms and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) NURO BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES, SOFTWARE OR PRODUCTS, EVEN IF NURO KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) NURO’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO NURO OR NURO’S AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. NURO DISCLAIMS ALL LIABILITY OF ANY KIND OF NURO’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL NURO BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

10. Fees and Payment

Certain aspects of the Services may be provided for a fee. You shall pay all applicable fees, as described on the Sites, in connection with such Services selected by you. NURO reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on one or both of the Sites. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder for Services are non-refundable. If you have purchased your Product from us, please refer to your Product documentation for returns and warranty information, or contact our Technical Support.

11. Disputes and Arbitration

(a) Contact NURO First. If a dispute arises between you and NURO, our goal is to learn about and address your concerns. You agree that you will notify NURO about any dispute you have with NURO regarding these Terms or our Services, Software or Products by contacting NURO in writing first.

(b) Binding Arbitration. You and NURO agree, subject to clause 11(c), to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services to binding arbitration rather than by filing any lawsuit in any forum other than set forth in this section. Further you agree arbitration is final and binding and subject to only very limited review by a court. You also waive your right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made. This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to your use of the Service. Subject to clause 11(c), any dispute or claim made by you against us or us against you arising out of or relating to these Terms or your use of the Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that you may take claims to small claims court if they qualify for hearing by such a court.

(c) Arbitration Procedures. You must first present any claim or dispute to us by contacting NURO to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within ninety (90) days after presenting the claim or dispute to NURO. NURO may request arbitration against you at any time after it has notified you of a claim or dispute in accordance with clause 11(f). The arbitration of any dispute or claim shall be conducted in accordance with the then current and applicable rules of the Canadian Arbitration Association as modified by this agreement. The place of any arbitration will be Waterloo, Ontario, Canada, and will be conducted in the English language. Claims will be heard by a single arbitrator. The arbitrator may not award relief in excess of or contrary to what this agreement provides, order consolidation or arbitration on a class wide or representative basis, award punitive or consequential damages or any other damages aside from the prevailing party’s actual damages, or order injunctive or declaratory relief, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither you, nor NURO nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

(d) No Class Actions. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general).

(e) Fees and Expenses. All administrative fees and expenses of arbitration will be divided equally between you and NURO. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration hearing.

(f) YOU MUST CONTACT NURO WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.

This arbitration clause shall survive termination of these Terms.

12. Digital Millennium Copyright Act

(a) If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b) Only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to NURO customer service through NURO support. You acknowledge that if you fail to comply with all of the requirements of this Section 12(b), your DMCA notice may not be valid.

(c) Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent: (i) Your physical or electronic signature; (ii) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (iii) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (iv) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the provincial court in Waterloo, Ontario, Canada, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

(d) If a counter-notice is received by the Copyright Agent, NURO may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at NURO’s sole discretion.

13. General (a) Changes to these Terms. NURO reserves the right to make changes to these Terms. We will post notices of modifications to these Terms on our Sites. You should ensure that you have read and agree with our most recent Terms when you use the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms.

(b) Governing Law. The courts in some countries will not apply Ontario law to some types of disputes. If you reside in one of those countries, then where Ontario law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that these Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products and Services shall be governed by the laws of the Province of Ontario, Canada, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.

(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, NURO may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and NURO regarding the use of the Services. Any failure by NURO to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.

(e) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without NURO’s prior written consent. These Terms may be assigned by NURO without restriction. These Terms are binding upon any permitted assignee.

(f) Notifications. NURO may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, hard copy, or posting of such notice on www.nuro.ca. NURO is not responsible for any automatic filtering you or your network provider may apply to email notifications. NURO recommends that you add @nuro.ca email addresses to your email address book to help ensure you receive email notifications from NURO.

(g) Copyright/Trademark Information. Copyright © 2014-2021, NURO CORP. All Rights Reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are the property of NURO or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of NURO or such respective holders. NURO reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.