Web Site Terms and Conditions of Use
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
2. Use License
Permission is granted to temporarily download one copy of the materials
(information or software) on Exmovere Holdings, Inc's web site for personal,
non-commercial transitory viewing only. This is the grant of a license,
not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Exmovere Holdings, Inc's web site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or "mirror" the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by Exmovere Holdings, Inc at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- The materials on Exmovere Holdings, Inc's web site are provided "as is". Exmovere Holdings, Inc makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Exmovere Holdings, Inc does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Exmovere Holdings, Inc or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Exmovere Holdings, Inc's Internet site, even if Exmovere Holdings, Inc or a Exmovere Holdings, Inc authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on Exmovere Holdings, Inc's web site could include technical, typographical, or photographic errors. Exmovere Holdings, Inc does not warrant that any of the materials on its web site are accurate, complete, or current. Exmovere Holdings, Inc may make changes to the materials contained on its web site at any time without notice. Exmovere Holdings, Inc does not, however, make any commitment to update the materials.
Exmovere Holdings, Inc has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Exmovere Holdings, Inc of the site. Use of any such linked web site is at the user's own risk.
8. Governing Law
Any claim relating to Exmovere Holdings, Inc's web site shall be governed by the laws of the State of Virginia without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
- Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
- We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- We will only retain personal information as long as necessary for the fulfillment of those purposes.
- We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.
END-USER LICENSE AGREEMENT FOR EXMOBABY EVALUATION KIT
IMPORTANT—READ CAREFULLY: This End User License Agreement is a legal agreement between you and Exmovere Holdings, Inc. for the Exmobaby Evaluation Kit, which will include hardware, software and electronic serves and may also include associated media, printed materials, "online" and electronic documentation (collectively, the "Product"). BY CLICKING "ACCEPT AGREEMENT" BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. YOU FURTHER AGREE THAT YOUR EMPLOYEES / ANY PERSON YOU AUTHORIZE TO USE THE PRODUCT WILL ALSO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THIS EULA, YOU MUST CLICK "REJECT AGREEMENT" BELOW [AND HIT THE BACK BUTTON ON YOUR BROWSER WINDOW]. IF YOU DO NOT AGREE TO THIS EULA (OR IF YOU BYPASS OR OTHERWISE DISABLE THE "ACCEPT" BUTTONS, AND STILL GET ACCESS TO THE PRODUCT), YOU WILL NOT ACQUIRE A LICENSE TO USE THE PRODUCT AND YOU MUST NOT USE THE PRODUCT FOR ANY PURPOSE WHATSOEVER.
1. Definition and interpretation
1.1. In this EULA:
- "Corporate Buyer" shall mean a corporation or limited liability company.
- "Documentation" means the documentation concerning the Product supplied by the Licensor or by the Product supplier to the Licensee with the Product;
- "Effective Date" means the date when the Licensee agrees to the terms and conditions of this EULA, as detailed in the preamble to this EULA;
- "EULA" means this end user license agreement (including the preamble), and any amendments to it from time to time;
- "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
- "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
- "Licensee" means the licensee of the Product under this EULA. The terms "you" and "your" shall sometimes be used to refer to Licensee in this EULA;
- "Licensor" means Exmovere Holdings, Inc., a Nevada corporation. Licensor may be referred to as Licensor or Exmovere in this EULA;
- "Permitted Use" shall mean the testing and evaluation of the Product and not any other use whatsoever.
- "Product" shall have the meaning set forth in the Preamble above; and
- "Upgrade" an upgrade, update, enhancement, improvement or patch to the Product supplied by the Licensor.
1.2 In this EULA, a reference to a statute or statutory provision includes a reference to:
- (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
- (b)any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of this EULA.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of this EULA.
1.5 Exmovere reserves the right to refuse participation to any license applicant for any reason or for no reason, in its sole discretion.
- In purchasing the License, you warrant that:
- You are either a Clinical or Academic Researcher, an Information Technology Specialist or a Corporate Buyer and, if you are using the Product on behalf of an organization, you must be an authorized representative of such organization with the authority to bind such organization to the terms of this Agreement and agree to such terms on behalf of such organization;
- You will only use the Product in accordance with this Agreement and all applicable law;
- You will only use the Product for the Permitted Use and you will not use the Product for actual monitoring or diagnosis of infant health conditions; and
- You will not allow a consumer to have access to the Product in any way shape or form.
Subject to the terms of this EULA and the payment by the Licensee of the relevant charges and fees in respect of the Product license, the Licensor grants to the Licensee a single, non-exclusive, non-sublicensable, non-transferable license ("License") to use the Product for the Permitted Use.
4. Reservation of Rights and Ownership.
Exmovere reserves all Intellectual Property Rights not expressly granted to Licensee in this EULA. The Product is protected by copyright and other intellectual property laws and treaties. Exmovere or its suppliers own the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.
5. Limitations on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
6. Refund Policy.
THE PRODUCT IS SOLD AS IS AND EXMOVERE WILL NOT GRANT REFUNDS UNLESS LICENSOR DOES NOT RECEIVE THE PRODUCT BEFORE THE DAY THAT IS THE 91ST DAY AFTER PURCHASE. In the event the Product is defective, Licensee must notify Exmovere within five (5) days of receipt of the Product and Exmovere will ship Licensee a replacement product within 90 days of written notice of the defect. EXMOVERE WILL NOT REFUND ANY MONIES PAID.
Nothing contained in this Agreement and no action by either Licensee or Licensor shall be deemed to create any partnership, joint venture, association, syndicate among or between any of the parties, or shall be deemed to confer on any party any express or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other party not explicitly set forth in this Agreement. Neither party will hold itself out as being in an agency relationship, or imply, or fail to correct a misunderstanding, that there is an agency relationship.
8. No Rental/Sales/Redistribution.
This Product is not approved for consumer use. This Product is not to be resold, leased or rented for pecuniary gain. You may not rent, lease, lend, sell or give the Product to any consumer.
9. Product Support Services/Consent to Use of Data.
Exmovere may provide you with product support services related to the Product. Use of any such support services is governed by the Exmovere policies and programs described in the Documentation, in online documentation, on Exmovere's support webpage, or in other Exmovere-provided materials. Any software Exmovere may provide you as part of support services are governed by this EULA, unless separate terms are provided. Except as specifically provided, this EULA does not obligate Exmovere to provide any support services or to support any software provided as part of those services. You agree that Exmovere and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Product. Exmovere may use this information solely to improve our products or to provide customized services or technologies and will not disclose this information in a form that personally identifies you.
10. Additional Software/Services.
This EULA applies to Upgrades that Exmovere may provide to you or make available to you after the date you obtain the Product, unless we provide other terms along with the Upgrade. Exmovere reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Product.
11. Export Restrictions.
You acknowledge that the Product is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
12. Product Transfer.
The initial user of the Product may not transfer of the Product to another end user without Exmovere's consent. If approved, prior to any transfer, the end user receiving the Product must agree to all the EULA terms.
Exmovere may freely assign this Agreement at any time without notice to You. You may not transfer, sell, or assign Your rights or obligations under this Agreement and any attempt to do so shall be void. Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties' permitted assignees, transferees and successors.
14. Modification and Termination.
This Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, a "writing" does not include an email message and a signature does not include an electronic signature. Without prejudice to any other rights, Exmovere may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must return the Product to Exmovere.
You agree to indemnify, defend and hold harmless Exmovere, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, contractors, agents, attorneys, and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debts and expenses (including attorney's fees and costs) arising out of, related to or which may arise from (i) Your use or misuse of the Product; (ii) Your breach or other violation of this Agreement including any representations, warranties and covenants herein; or (iii) Your violation of the rights of any other person or entity. Exmovere reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify, defend or hold us harmless, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Exmovere. Exmovere will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
16. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXMOVERE AND ITS SUPPLIERS PROVIDE THE PRODUCT AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OR ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND ANY SUPPORT SERVICES REMAINS WITH YOU.
17. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXMOVERE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF EXMOVERE OR ANY SUPPLIER, AND EVEN IF EXMOVERE OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF EXMOVERE AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE PRODUCT UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT OR US$15.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 12 AND 13) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED, IF THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED APPLY AT ALL.
19. U.S. Government License Rights.
All products provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All products provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
20. Applicable Law/Venue.
This EULA is governed by the laws of the State of Virginia. The EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that the United States District Court for the Eastern District of Virginia, Alexandria Division shall have exclusive jurisdiction and venue over this Agreement, and the parties hereby agree to submit to such jurisdiction and venue exclusively. If the aforementioned court shall decline to exercise jurisdiction, then and only then, the parties agree to submit to jurisdiction of another court in the state of Virginia.
21. Entire Agreement; Severability.
This EULA (including any addendum or amendment to this EULA which is included with the Product) are the entire agreement between you and Exmovere relating to the Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect. To the extent the terms of any Exmovere policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Licensor in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections regarding proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and damages and all general provisions shall survive any termination of these Terms.