INVU SYSTEM Terms of Use

These TERMS OF USE (collectively, this “Agreement”) are by and between Nuvo Group,Ltd. (“we” or “Nuvo”), as the provider of the INVU Pregnancy Remote Monitoring System, including without limitation, the wearable device (the “INVU System”) and the end user who accepts the terms in this Agreement (“you”, “your” or the“User”).

THIS AGREEMENT, WHICH IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NUVO, GOVERNS YOUR INSTALLATION AND USE OF THE INVU SYSTEM WHICH IS COMPRISED OF A PROPRIETARY APP(THE “APP”), A MONITORING BELT (THE “BELT”), ALL OF THE VARIOUS FEATURES, TOOLS AND COMPONENTS EMBEDDED WITHIN THE INVU SYSTEM, AND THE PROPRIETARY PLATFORM THAT CAPTURES, ANALYZES AND TRANSMITS YOUR USER DATA (AS DEFINED BELOW), ALL AS UPDATED AND MODIFIED FROM TIME TO TIME. BY CLICKING THE “I ACCEPT” BUTTON OR BY INSTALLING, USING OR OTHERWISE ACCESSING THE ANY ASPECT OF THE INVU SYSTEM, YOU: (I) INDICATE THAT YOU INTEND YOUR ACT TO SERVE AS YOUR SIGNATURE TO THIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE, (II) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR THAT, IF THE USER OF THE INVU SYSTEM IS UNDER 18 YEARS OLD, THE PERSON INSTALLING THE INVU SYSTEM IS THE USER’S PARENT OR LEGAL GUARDIAN, (III) ACKNOWLEDGE THAT THERE ARE INHERENT RISKS IN COMPUTER SOFTWARE, HARDWARE AND INTERNET CONNECTIVITY THAT MAY RESULT IN INTERRUPTIONS OR ERRORS IN THE INVU SYSTEM AND THE USER DATA CAPTURED AND TRANSMITTED THEREFROM, LOSS OF PRIVACY AND CONFIDENTIALITY OF YOUR USER DATA, AS WELL AS OTHER LOSSES, DAMAGES OR ADVERSE OCCURRENCES, REGARDLESS OF THE MEASURES TAKEN BYNUVO, YOUR HEALTHCARE AND EVEN YOU TO AVOID SUCH OCCURRENCES.

IFYOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I AGREE”,DO NOT INSTALL THE INVU SYSTEM AND DO NOT OTHERWISE USE ANY ELEMENT OF THE INVU SYSTEM.

I.RIGHT TO MODIFY THIS AGREEMENT

Nuvo may change the terms of this Agreement at any time by notifying you of a change when you next log-in to the INVU System following the installation of an update which you may receive directly from Nuvo or through an online platform, such as an app store. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the INVU System. If you choose not to accept any new terms you will not be able to continue using the INVUSystem.  

ForGerman users: You will be notified of any changes in this Agreement when you start using the INVU System. You will be able to store or print out changes to the terms of this Agreement in legible form. Changes to this Agreement will be considered to have been accepted by you unless you inform Nuvo of your rejection of the terms in writing either via hard copy notice or by using electronic means agreed upon by you and Nuvo. If you should decide to object to any change, you must do so within six (6) weeks after receipt of announcement of the change.

II.USER ACCOUNTS; NON-TRANSFERABILITY OF PATIENT ACCOUNT.

a)         Prescribing the INVU System: You shall not use the INVU System without a prescription from a licensed healthcare professional. Accordingly, to use the INVU System, your healthcare provider must enroll you via his/her INVU account.

b)         NoTransfer. The INVU System may not be transferred to another end user and should be uninstalled if you transfer the Mobile Device on which it is installed or if you are no longer using the INVU System.  The data you transmit to the Cloud Services using the INVU System is specific to you. If another end user desires to utilize the INVU System, she should consult with her healthcare provider and receive instructions about how to create an account for use of the INVU System for her personal healthcare situation.

III.USE OF INVU SYSTEM.

Your use of the INVU System must comply with the INVU System documentation, manuals and instructions (collectively, the “Documentation”) supplied to you by Nuvo from time to time, as well as the monitoring program/care protocols that has been designed by your healthcare provider.

YOU ACKNOWLEDGE AND CONFIRM THAT NUVO IS NOT A HEALTH PROFESSIONAL AND THE INVU SYSTEM IS NOT A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR THE INDIVIDUALIZED MEDICAL CARE OF A LICENSED HEALTHCARE PROVIDER.  

IV.LICENSE GRANT.

a)         License Grant – INVU System. Nuvo hereby grants to you a limited, non-transferable, non-exclusive license (the “License”) to use the INVU System(which includes, without limitation, installing the App on your mobile device),subject to your compliance with the terms and conditions of this Agreement (as the same may be amended from time to time). The INVU System is licensed, not sold, to you by Nuvo.

b)         Reservation of Rights.  You do not have the right to distribute the INVU System or post or otherwise make available the INVUSystem, or any portion thereof, in any form, on the Internet or in any other way, to any other person. You have no right to receive, distribute, use or examine any source code or design documentation relating to the INVU System, except and then solely to the extent required to be permitted by applicable law.  The License granted herein does not constitute a sale of the INVU System, whether in whole or in part. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY THE NUVO. You agree to only use the INVUSystem as expressly permitted herein, and in all cases strictly in accordance with the Documentation.

c)         Confidential Source Code.         You acknowledge that the INVU System contains CONFIDENTIAL source code and other components, which may be made available to you by Nuvo. You may not disclose any aspect of the INVU System which are identified by us as CONFIDENTIAL with any third party without our express prior written approval.  Unauthorized copying of the INVUSystem or failure to comply with the restrictions in this Agreement (or other breach of the License herein) will result in the automatic termination of thisAgreement and you agree would cause immediate, irreparable harm to Nuvo (or its affiliates and/or third party licensors) for which monetary damages would be an inadequate remedy and that injunctive relief will be an appropriate remedy for such breach.  Some of the foregoing provisions may be ineffective in certain countries/states/provinces/jurisdictions, so the above acknowledgements and terms may not apply to you in their entirety.

d)         ThirdParty Services. Notwithstanding the terms and conditions of this Agreement, any third party services that are licensed or provided to you may be subject to the terms and conditions of a separate end user license agreement, privacy policy or service agreement accompanying or otherwise provided to you with respect to such third party service. Your use of such third party services shall be governed entirely by the terms and conditions of any such agreement(s) or policy(ies).  UNLESS NUVO EXPRESSLY INCLUDES SUCH OTHER THIRD PARTY SERVICE WITHIN THE INVU SYSTEM AND SUBJECT TO THIS AGREEMENT, NUVO SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY OF THE THIRD PARTY SERVICES.

e)         Ownership of Intellectual Property. Nuvo, its affiliates and its suppliers own or license all rights, title and interest in and to the INVU System and the Documentation. You agree to refrain from any action that would diminish such rights or would call them into question.  You acknowledge and agree that allIntellectual Property Rights (as defined below) in the INVU System andDocumentation and any improved, updated, upgraded, modified, customized or additional parts thereof are owned by Nuvo, its affiliates or its licensors and are protected by law and international treaty provisions, including but not limited to copyright, patent, trade secret, trade dress, trademark, rights in get-up, goodwill, rights in designs, technology, artwork, rights in computer software (including source code), database and similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any media now known or hereinafter invented, in any part of the world(“Intellectual Property Rights”). The license granted herein confers no title or ownership in the Intellectual Property Rights in the  INVU System, the Documentation, or any other technology, information or materials, and as between the parties, Nuvo retains exclusive ownership of all right, title and interest in and to all aspects of the INVU System, the Documentation, and all other technology, information and materials, as well as any and all copies or modifications thereof (by whomever made and whenever made), including, but not limited to, all Intellectual Property Rights with respect to any and all of the foregoing.  Portions of the INVU System may include copyrighted material provided by third parties. The licensors of such third party materials retain all of their respective right, title and interest in and to such third party materials and all copies thereof, including, but not limited to, any and all Intellectual Property Rights. The use of this material and the associated rights are hereby acknowledged except, and then solely to the extent, that the foregoing is ineffective in certain countries/states/provinces/jurisdictions.

f)          GoodWill; Trade Secrets.          Any goodwill derived through the use of the Intellectual Property Rights pursuant to the terms of this Agreement shall inure solely to the benefit of Nuvo, its affiliates and/or its licensors. The structure, organization and code of the INVUSystem are the valuable trade secrets and confidential information of Nuvo, its affiliates and/or its licensors. You shall not remove any product identification, copyright notices or proprietary restrictions from the INVUSystem.  Both “INVU” and “Nuvo” are trademarks of Nuvo Group, Ltd. in various jurisdictions. Any and all goodwill derived through the use of either trademark pursuant to the terms of thisAgreement shall inure solely to the benefit of Nuvo.  Other trademarks included or accessed during the use of the INVU System are the trademarks of their respective licensors.

g)         Limitation on Reverse Engineering. Except to the extent that such restriction is not permitted under applicable law, you are not permitted (and you agree not to and not to permit or facilitate third parties to) reverse engineer, decompile, disassemble, decode, create derivative works of, gain access to the source code, reduce non-human readable elements in the INVU System to human-readable form, modify or adapt the INVU System, any updates to same, or any part thereof, except and then solely to the extent required to be permitted under applicable law.

h)         Limitations on Use. You may not rent, lease, lend, sell, redistribute, transfer, assign or sublicense all or any portion of the INVU System or use the INVU System for commercial timesharing or otherwise in providing services to third parties. You may not sublicense, assign or transfer the License or INVU System.

i)          Support.Technical support for the INVU System will be free during your use thereof, and if you need assistance with the INVU System please contact your healthcare provider who issued the prescription.  Nuvo reserves the right at any time to discontinue, cancel, or modify the technical support provided.  If a support issue arises while the INVU System App is connected to your Mobile Device, do not uninstall the App before contacting your healthcare provider.  

j)          ChatFeature. In addition to the support features described above, Nuvo may offer you a chat feature for real-time live communications with either Nuvo personnel or personnel supplied by a third party (e.g., your provider).  By using the chat, you acknowledge and agree that: (i)  no confidential and/or health information should be shared by you via the chat feature, and (ii) you authorize Nuvo or a third party designated by Nuvo to communicate with you via the chat.  

V.  UPDATES AND UPGRADES. From time to time updates to the INVU System App may be available through the online provider/publisher such as the app store or the Nuvo website, including related regional websites. Depending upon the update/upgrade, you may not be able to use the INVU System until you have downloaded the latest version of the INVUSystem App and accepted any new terms that apply.  To use the INVU System App identified by Nuvo as an upgrade, you must first be licensed to use the original INVU System identified by Nuvo as eligible for the upgrade. After upgrading, you may no longer use the original INVU System that formed the basis for your upgrade eligibility and the upgraded software shall be deemed the “INVU System”licensed hereunder. This Agreement will apply to your use of the update or upgrade unless Nuvo provides other terms along with the update or upgrade. Incase of a conflict between this Agreement and other terms provided with respect to updates or upgrades, such other terms will prevail.  This Section will not require Nuvo to deliver new features and functionality which are priced separately by Nuvo nor any future products which may be offered by Nuvo.

VI. USER DATA.

a)         UserData: For information about what personal information and other data(“User Data”) may be collected, used, shared and/or disclosed through your use of the INVU System, please see our Privacy Policy. You understand and agree that your User Data (which includes, without limitation, your wellness data collected via the INVU System), is subject to the terms of our Privacy Policy.

b)         Ownership of Data.      Without limiting the generality of the foregoing, as between Nuvo and you, all User Data shall be deemed to be your exclusive property  and in no event shall Nuvo claim any rights with respect thereto, or take any action with respect to such User Data that violates the provisions in this Agreement and applicable Law, including without limitation the EU Regulation 2016/679, also known as the General Data Protection Regulation (“GDPR”)or the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). Nuvo will promptly deliver all such User Data to you or your designee upon your written request and Nuvo will not delay or impede your exercise ofsuch powers, notwithstanding the pendency of any dispute involving you and Nuvo.

c)         Right to Use Data.  BY UTILIZING THE INVU SYSTEM, YOU HEREBY EXPLICITLY CONSENT TO THE USE BY NUVO OF YOUR USER DATA,INCLUDING WITHOUT LIMITATION ANY PHI (AS DEFINED UNDER HIPAA) AND/OR SENSITIVE DATA (AS DEFINED IN THE GDPR) THEREIN, BOTH IN AND OUTSIDE OF THE EEA, and hereby grant to Nuvo a non-exclusive, royalty-free, right and license to use, reproduce, distribute and display the User Data (i) in furtherance of the purpose of this Agreement and as Nuvo deems necessary to fulfill its obligations hereunder; and (ii) for Nuvo’s internal quality control and data training (AI) purposes.  Nuvo shall have no ownership rights or other interests in or to the User Data.  In addition, Nuvo may compile StatisticalInformation produced from your use of the INVU System, and may use and/or make such information publicly available; provided, that, such information does not incorporate any User Data and/or identify your confidential information. Nuvo retains all Intellectual Property Rights in such Statistical Information.“StatisticalInformation” means de-identified and aggregated data generated from Users’ use of the INVU System; such de-identification must comply with 45 CFR §164.514(b)(2).

d)         Limited License; User Data.  By submitting User Data through the INVU System, you hereby expressly grant Nuvo anon-exclusive, royalty-free, fully-paid, transferable license for Nuvo to host, store, reproduce, transmit to your healthcare provider, archive, and otherwise use such User Data to carry out the services provisioned via the INVUSystem.  Nuvo is not responsible for, and expressly disclaims any liability arising from or in connection with, the use or disclosure of any User Data to your healthcare provider.

VII.TERM & TERMINATION.

a)         Term.   This Agreement is effective upon your acceptance of the same and shall continue unless terminated in accordance with the terms of this Agreement.

b)         Termination.    Nuvo and/or your healthcare provider may terminate your user account (and by extension this Agreement) at any time, for any or no reason, and without notice to you. Upon such termination, all rights granted to you hereunder shall automatically revert to Nuvo, and all representations, warranties, covenants, certifications, indemnifications, and promises made by you under this Agreement shall survive in perpetuity.  Solely byway of example, Nuvo may terminate this Agreement and your access to the INVUSystem if Nuvo, in its sole discretion, elects to stop offering the INVUSystem. Additionally, this Agreement will terminate immediately and without additional notice in the event that you breach and/or fail to comply with any term or condition of this Agreement.

c)         Effect of Termination.   If this Agreement and your right to use the INVU System terminates, you must discontinue your use of the entire system and uninstall the App; and all rights granted to you under this Agreement shall cease.  Based on the foregoing, you will no longer be able to use the INVU System. The foregoing sentence shall not apply to German users to the extent prohibited by applicable German copyright law.

VIII.DISCLAIMER OF WARRANTIES; WARNINGS.

TheINVU System is provided to enable you to transmit data from the system to your healthcare provider. THE USE OF THE INVU SYSTEM IS AT YOUR SOLE RISK.  The INVU System is not intended for use on a mobile device that has been altered or customized to remove, replace, or circumvent the manufacturer’s approved kernel, system configuration or use restrictions, or which violates the manufacturer’s warranty.  Use of the INVU System may adversely affect the operation of other software and devices. Any content created for, or included in, the INVU System is for the purpose of operating, delivering and supporting the INVU System only.  In providing the INVU System, Nuvo is not dispensing any medical advice whatsoever. Rather, the INVU System is solely designed to capture and transmit User Data to your healthcare provider.   As such, we disclaim all warranties associated with the accuracy of the User Data that we capture from the INVU System, store within the INVU proprietary platform and transmit to your healthcare provider.  In fact, your failure to adhere to Documentation in respect of your use of the INVU System and/or your healthcare provider’s treatment protocols and instructions may result in incorrect results and improper monitoring, none of which shall be the liability or responsibility of Nuvo. Do not use the INVU System during emergency situations or in situations where the health of the mother or baby is at risk, unless your healthcare provider gives your expressly instructions to do so.  If you are concerned with your condition or that of your unborn child, you should contact your healthcare provider immediately or seek immediate emergency care.  Some of the foregoing disclaimers may be ineffective in certain countries/states/provinces/ jurisdictions, so may not apply to you in their entirety.

THE INVU SYSTEM IS NOT TO BE USED AS A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE JUDGMENT, DIRECT MEDICAL SUPERVISION OR EMERGENCY INTERVENTION; OR FOR EMERGENCY USE OR FOR TRANSMISSION OR INDICATION OF ANY REAL-TIME ALARMS OR TIME CRITICAL DATA.  ALL PATIENT MEDICAL DIAGNOSES AND TREATMENT ARE TO BE PERFORMED BY AN APPROPRIATE, LICENSED HEALTHCARE PROFESSIONAL.  NEITHER NUVO,NOR ANY OF ITS AFFILIATED COMPANIES, ARE RESPONSIBLE OR LIABLE FOR ANY DIAGNOSIS, DECISION OR ASSESSMENT MADE BY A USER OR FROM ANY INJURIES YOU ORYOUR UNBORN CHILD MAY SUSTAIN AS A RESULT OF ANY DECISIONS MADE BASED ON YOUR USE OF THE INVU SYSTEM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUVO, ITS AFFILIATES AND ITS SUPPLIERS PROVIDE THE INVU SYSTEM “AS IS” AND WITH ALL FAULTS AND DEFECTS ANDW ITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING,BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE INVU SYSTEM.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NUVO OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY WHICH IS NOT OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND/OR IN THE INVU SYSTEM WARRANTY. THE SOLE WARRANTY APPLICABLE TO THE INVU SYSTEM IS AS SET FORTH IN THIS AGREEMENT AND/OR IN THE INVU SYSTEM WARRANTY.  Nuvo and its affiliates, licensors, and suppliers DO NOT warrant that the functions contained in the INVU System will meet your (and/or your healthcare professional’s) requirements or that the operation of the INVU System will be uninterrupted or error free or that such errors will be corrected. Software, such as that used in the INVU System, is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the INVU System for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.Some countries/states/ provinces/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety.  To the extent applicable law requires Nuvo toprovide warranties, you agree that the scope and duration of such warranty shall be to the minimum extent required to be provided under such applicable law.

IN NO EVENT DOES NUVO PROVIDE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO ANY THIRD PARTY HARDWARE, SOFTWARE OR SERVICES, INCLUDING THE THIRD PARTY SERVICES WITH WHICH THE INVU SYSTEM IS DESIGNED TO BE USED AND ANY SERVICES BEING PROVIDED BY YOUR HEALTHCARE PROVIDER, AND NUVO DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF. NUVO DISCLAIMS ANY AND ALL LIABILITY THAT MAY DERIVE FROM ACTIONS OF OR CLAIMS AGAINST ANY THIRD PARTY PROVIDERS INCLUDING YOUR HEALTHCARE PROVIDER. SOME COUNTRIES/STATES/ PROVINCES/JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOUIN ITS ENTIRETY.

If you receive the INVU System through either the Apple Store or Google Play Store, you acknowledge and agree that this Agreement is between you and NUVO, which is the provider of the INVU System and the content available therein, neitherApple nor Google.  Neither Apple norGoogle has any obligation to furnish any maintenance or support with respect to the INVU System, and neither one is responsible for addressing any claims you or any third party have or may have relating to the INVU System, including, without limitation, (i) product liability claims, (ii) any claim that such INVUSystem fails to conform to any applicable legal or regulatory requirement,(iii) claims arising under consumer production or similar legislation, and (iv)intellectual property infringement claims. Neither Apple nor Google shall have any warranty or other obligation with respect to the INVU System and shall not be subject to any losses, liabilities, damages, costs or expenses attributable to any failure of the INVUSystem.  Each of Apple and Google shall be third party beneficiaries of the restrictions contained in this paragraph and both Apple and Google shall each have the right to enforce the terms of this paragraph against you as a third party beneficiary hereof.  

IX. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY LOSSES THAT YOU MAY INCUR, THE ENTIRE LIABILITY OF NUVO, ITS AFFILIATES AND ANY OF ITS LICENSORS OR SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FORALL OF THE FOREGOING SHALL BE LIMITED TO, IN NUVO’S SOLE DISCRETION, EITHER THE FIXING, REPAIRING OR OTHERWISE RECTIFYING ANY INVU SYSTEM FAULTS OR REPLACING THE INVU SYSTEM, EVEN IF ANY SUCH LOSS WAS FORESEEABLE OR CONTEMPLATED BY THE PARTIES, OR WHERE APPLICABLE, THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOUFOR THE INVU SYSTEM OR $10.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUVO, ITS AFFILIATES OR ANY OF ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OFOR INABILITY TO USE THE INVU SYSTEM, THE INVU SYSTEM, OR ANY THIRD PARTY SERVICES, SOFTWARE AND/OR HARDWARE USED WITH THE INVU SYSTEM, FOR LOSS FROM ANY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE DUE TO YOUR DOWNLOADING THE INVU SYSTEM OR ANY MATERIAL/WEBSITE LINKED TO IT,OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF NUVO,ITS AFFILIATES OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  YOU UNDERSTAND AND AGREE TO THE LIMITATIONS OF LIABILITY IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THIS PROVISION, THERE WOULD NEED TO BE A SUBSTANTIAL FEE CHARGED FOR YOUR USE OF THE INVU SYSTEM.  

Some countries/states/provinces/jurisdictions prohibit or limit the exclusion or limitation of liability or incidental or consequential damages, so the above limitations or exclusions may not apply to you. For German Users:  Nuvo will be liable for any culpable breach of material contractual obligations (cardinal obligations). Cardinal obligations are contractual obligations that must be fulfilled to permit proper execution of this Agreement and may regularly be relied upon by you. The liability of Nuvo and its developers will otherwise be limited to gross negligence and willful misconduct. In the event of any liability on the part of Nuvo or any of its developers due to any breach of cardinal obligations or slight misconduct on the part of simple vicarious agents, Nuvo’s and its developers’ liability will be limited to typical foreseeable damages.  This will not affect Nuvo’s unlimited liability in connection with the loss of life, bodily injury or illness or its unlimited liability in connection with German ProductLiability Act.  For UK Users:  Nothing in this Agreement shall exclude Nuvo’s liability for (i) death or personal injury arising out of its negligence or(ii) fraudulent misrepresentation in connection with the INVU System.

X. INDEMNITY. YOU AGREE TO INDEMNIFY AND HOLD NUVO AND ITS OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, AND THEIR SUCCESSORS AND  ASSIGNS HARMLESS FROM ANY CLAIM OR DEMAND (INCLUDING BUT NOT LIMITED TO REASONABLE LEGAL FEES) MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF OR RELATED TO YOUR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR VIOLATION OF ANY LAWS, REGULATIONS OR THIRD PARTY RIGHTS INCLUDING ANY INFRINGEMENT BY YOU ON THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR YOUR NEGLIGENT ACT, OMISSION OR WILLFUL MISCONDUCT.  For German Users:  Your right to prove that no damage has occurred remains unaffected by the foregoing.

XI. U.S. GOVERNMENT CUSTOMERS. The INVU System is a “Commercial Item” as that term is defined in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable.Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable,Commercial Computer Software and Commercial Computer Software Documentation are licensed to the U.S. Government users (i) only as Commercial Items and (2) onlywith those rights granted to other users under this Agreement. Unpublished rights are reserved under the copyrights of the United States.

XII. EXPORT COMPLIANCE. You shall comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure that the INVU System is not (1) exported, directly or indirectly, by you in violation of Export Laws; or (2) used by you for any purpose prohibited byExport Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You also agree that you are not on the United States list of Specially Designated Nationals Denied Persons List, Unverified ListDebarred Party List or Entity List, as these lists, regulations and laws may be amended from time to time, which lists are currently consolidated athttp://export.gov/ecr/eg_main_023148.asp. You further agree that you will not use the INVU System for any purpose prohibited under applicable law. If you are not a U.S. citizen or resident, Nuvo may terminate this Agreement, without breaching this Agreement or incurring any damages, at any time that the U.S.imposes restrictions on the exportation of the goods, services, software, or technology to be provided under this Agreement. Should this occur, Nuvo will reimburse any payment made by you for the INVUSystem that Nuvo cannot provide because of restrictions on the export of these items.

XIII. FORCE MAJEURE. Neither Nuvo nor any of its affiliates or licensors shall have any liability for any failure to perform its obligations under this Agreement if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, failure of third party software, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of Nuvo or such other party.

XIV.APPLICABLE LAW; ARBITRATION. This Agreement, including those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including, without limitation, the INVU System’s Privacy Policy),and the entire relationship between the parties including without limitation your access or use of the INVU System is governed by the laws of the State of Delaware exclusive of conflict of law provisions. Any and all claims and disputes that you may wish to assert against Nuvo related to this Agreement and/or your use of the INVU System shall be exclusively submitted for arbitration with theAmerican Arbitration Association (AAA) before a single arbitrator mutually acceptable to the Company and you. Unless otherwise expressly agreed by the parties, the arbitration shall solely occur in the State of Delaware. The foregoing notwithstanding, if the Company shall seek equitable relief to enforce its rights under this Agreement arising from your breach or alleged breach, the Company may do so in any court of competent jurisdiction.Each party waives any objection to the laying of venue in the federal courts ofNew York and agrees that it is not an inconvenient venue or forum.  For the avoidance of any doubt, the parties hereby agree that this Agreement is not governed by the United NationsConvention on Contracts for the International Sale of Goods shall have no application whatsoever.  EACH PARTY, KNOWINGLY, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, WAIVES ALL RIGHT TO TRIAL BYJURY AND TO BRING A CLAIM AS A MEMBER AND/OR REPRESENTATIVE OF A CLASS ACTION FOR ANY CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT,THE PARTIES’ RELATIONSHIP OR ANY MATTER RELATED IN ANY WAY HERETO UNLESS SUCH WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW.

XV. ENTIRE AGREEMENT. This Agreement is the entire agreement between you and Nuvo relating to the INVU System and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the INVU System or any other subject matter covered by this Agreement. To the extent the terms of any policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control. In the event of a conflict between the English and any non-English versions of this Agreement, the English version shall govern.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in force and effect. All Sections which by their nature are intended to survive shall survive termination of this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNDERSTAND ALL SUCH TERMS AND CONDITIONS AND AGREE TO BE BOUND THEREBY. BY CLICKING THE “I ACCEPT” BUTTON OR BY INSTALLING OR USING THE INVU SYSTEM, YOU INDICATE THAT YOU INTEND YOUR ACT TO SERVE AS YOUR SIGNATURE TOTHIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE.

Last updated: JANUARY 2024

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